Schedule 13d
| Filed by: | RAGING CAPITAL MANAGEMENT, LLC |
| Subject Company: | TICC CAPITAL CORP. COMMON STOCK |
| Filed as of Date: | 11/10/2009 |
| View Original Filing on Edgar's | |
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
(Rule
13d-101)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
§ 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment
No. 3)1
TICC Capital
Corp.
(Name of
Issuer)
Common Stock, par value
$0.01 per
share
(Title of
Class of Securities)
87244T109
(CUSIP
Number)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65
East 55th Street
New
York, New York 10022
(212)
451-2300
Authorized
to Receive Notices and Communications)
November 5,
2009
(Date of
Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
_______________
1
The remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
NO. 87244T109
|
1
|
NAME
OF REPORTING PERSON
Raging
Capital Fund, LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
1,074,227
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,074,227
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,074,227
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
2
CUSIP
NO. 87244T109
|
1
|
NAME
OF REPORTING PERSON
Raging
Capital Fund (QP), LP
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
WC
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
797,551
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
797,551
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
797,551
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
PN
|
||
3
CUSIP
NO. 87244T109
|
1
|
NAME
OF REPORTING PERSON
Raging
Capital Management, LLC
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
- 0
-
|
|
|
8
|
SHARED
VOTING POWER
1,871,778
|
||
|
9
|
SOLE
DISPOSITIVE POWER
- 0
-
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,871,778
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,871,778
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.0%
|
||
|
14
|
TYPE
OF REPORTING PERSON
OO
|
||
4
CUSIP
NO. 87244T109
|
1
|
NAME
OF REPORTING PERSON
William
C. Martin
|
||
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC
USE ONLY
|
||
|
4
|
SOURCE
OF FUNDS
AF,
PF
|
||
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
81,483
|
|
|
8
|
SHARED
VOTING POWER
1,871,778
|
||
|
9
|
SOLE
DISPOSITIVE POWER
81,483
|
||
|
10
|
SHARED
DISPOSITIVE POWER
1,871,778
|
||
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,953,261
|
||
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
|
||
|
14
|
TYPE
OF REPORTING PERSON
IN
|
||
5
CUSIP
NO. 87244T109
The
following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D
filed by the undersigned. This Amendment No. 3 amends the Schedule
13D as specifically set forth.
|
Item
3.
|
Source and Amount of
Funds or Other
Consideration.
|
Item 3 is
hereby amended and restated to read as follows:
The
aggregate purchase price of the 1,871,778 Shares owned directly by the Raging
Funds is approximately $8,385,546, including brokerage
commissions. The Shares owned directly by the Raging Funds were
acquired with the working capital of the Raging Funds.
The
aggregate purchase price of the 81,483 Shares owned directly by Mr. Martin is
approximately $392,269, excluding brokerage commissions. The Shares
owned directly by Mr. Martin were acquired with Mr. Martin’s personal funds and
through the Issuer’s dividend reinvestment plan.
The
Raging Funds and Mr. Martin effect purchases of securities primarily through
margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin
accounts, subject to applicable federal margin regulations, stock exchange rules
and the prime brokers’ credit policies. In such instances, the
positions held in the margin accounts are pledged as collateral security for the
repayment of debit balances in the accounts.
|
Item
5.
|
Interest in Securities
of the Issuer.
|
Item 5 is
hereby amended and restated to read as follows:
(a) The
aggregate percentage of Shares reported owned by each person named herein is
based upon 26,747,561 Shares outstanding as of November 9, 2009, which is the
total number of Shares outstanding as reported in the Issuer’s Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission on November 9,
2009.
As of the
close of business on November 9, 2009, Raging Capital Fund directly owned
1,074,227 Shares, constituting approximately 4.0% of the Shares
outstanding. By virtue of their relationships with Raging Capital
Fund discussed in further detail in Item 2, each of Raging Capital and Mr.
Martin may be deemed to beneficially own the Shares owned by Raging Capital
Fund.
As of the
close of business on November 9, 2009, Raging Capital Fund QP directly owned
797,551 Shares, constituting approximately 3.0% of the Shares
outstanding. By virtue of their relationships with Raging Capital
Fund QP discussed in further detail in Item 2, each of Raging Capital and Mr.
Martin may be deemed to beneficially own the Shares owned by Raging Capital Fund
QP.
As of the
close of business on November 9, 2009, Mr. Martin directly owned 81,483 Shares,
constituting less than 1% of the Shares outstanding.
(b) Each
of the Raging Funds shares with Raging Capital and Mr. Martin the power to vote
and dispose of the Shares directly owned, respectively, by the Raging
Funds. Mr. Martin has the sole power to vote and dispose of the
Shares directly owned by Mr. Martin.
(c) Schedule
A annexed hereto lists all transactions in securities of the Issuer during the
past sixty days by the Reporting Persons. All of such transactions
were effected in the open market, unless indicated otherwise.
6
CUSIP
NO. 87244T109
(d) No
person other than the Reporting Persons is known to have the right to receive,
or the power to direct the receipt of dividends from, or proceeds from the sale
of, the Shares.
(e) Not
applicable.
The
filing of this Schedule 13D shall not be construed as an admission that the
Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any of the Shares reported
herein. Each of the Reporting Persons specifically disclaims
beneficial ownership of the Shares reported herein that are not directly owned
by such Reporting Person.
7
CUSIP
NO. 87244T109
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated:
November 10, 2009
|
Raging
Capital Fund, LP
|
||
|
By:
|
Raging
Capital Management, LLC
General
Partner
|
|
|
By:
|
/s/
William C. Martin
|
||
|
Name:
|
William
C. Martin
|
||
|
Title:
|
Managing
Member
|
||
|
Raging
Capital Fund (QP), LP
|
||
|
By:
|
Raging
Capital Management, LLC
General
Partner
|
|
|
By:
|
/s/
William C. Martin
|
||
|
Name:
|
William
C. Martin
|
||
|
Title:
|
Managing
Member
|
||
|
Raging
Capital Management, LLC
|
|||
|
By:
|
/s/
William C. Martin
|
||
|
Name:
|
William
C. Martin
|
||
|
Title:
|
Managing
Member
|
||
|
/s/
William C. Martin
|
|
|
William
C. Martin
|
8
CUSIP
NO. 87244T109
SCHEDULE
A
Transactions in the Shares
During the Past 60 Days
|
Shares
of Common
Stock Purchased
|
Price
Per
Share($)
|
Date
of
Purchase
|
RAGING CAPITAL FUND,
LP
|
3,349
|
5.0991
|
09/22/2009
|
|
|
5,450
|
5.0900
|
09/23/2009
|
|
|
10,900
|
5.0350
|
09/24/2009
|
|
|
5,723
|
4.9561
|
09/30/2009
|
|
|
4,326
|
5.0400
|
10/05/2009
|
|
|
37,500
|
5.1059
|
10/08/2009
|
|
|
10,100
|
5.0095
|
10/21/2009
|
|
|
5,168
|
4.9838
|
10/23/2009
|
|
|
5,450
|
4.9600
|
10/26/2009
|
|
|
1,095
|
4.8600
|
10/28/2009
|
|
|
870
|
4.8987
|
10/30/2009
|
|
|
5,450
|
4.8815
|
11/02/2009
|
|
|
95,095
|
5.1012
|
11/05/2009
|
RAGING
CAPITAL FUND (QP), LP
|
2,795
|
5.0991
|
09/22/2009
|
|
|
4,550
|
5.0900
|
09/23/2009
|
|
|
9,100
|
5.0350
|
09/24/2009
|
|
|
4,777
|
4.9561
|
09/30/2009
|
|
|
12,500
|
5.1059
|
10/08/2009
|
|
|
4,314
|
4.9838
|
10/23/2009
|
|
|
4,550
|
4.9600
|
10/26/2009
|
|
|
914
|
4.8600
|
10/28/2009
|
|
|
725
|
4.8987
|
10/30/2009
|
|
|
4,550
|
4.8815
|
11/02/2009
|
|
|
16,780
|
5.1012
|
11/05/2009
|
RAGING
CAPITAL MANAGEMENT, LLC
None
9
CUSIP
NO. 87244T109
WILLIAM
C. MARTIN
|
2,500
|
4.95
|
9/10/2009
|
|
|
1,000
|
4.99
|
9/10/2009
|
|
|
2,500
|
4.96
|
9/11/2009
|
|
|
2,047
|
5.10
|
9/22/2009
|
|
|
1,000
|
4.96
|
9/30/2009
|
|
|
4461
|
--
|
10/06/2009
|
|
|
1,000
|
5.00
|
10/13/2009
|
|
|
1,000
|
5.00
|
10/13/2009
|
|
|
2,000
|
4.88
|
10/28/2009
|
|
|
2,000
|
5.10
|
11/05/2009
|
|
|
3,040
|
5.10
|
11/05/2009
|
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