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Proc-Type: 2001,MIC-CLEAR
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0000921895-10-000008.txt : 20100104
0000921895-10-000008.hdr.sgml : 20100101
20100104160942
ACCESSION NUMBER: 0000921895-10-000008
CONFORMED SUBMISSION TYPE: SC 13D/A
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20100104
DATE AS OF CHANGE: 20100104
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: TICC Capital Corp.
CENTRAL INDEX KEY: 0001259429
IRS NUMBER: 200118736
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-80265
FILM NUMBER: 10502469
BUSINESS ADDRESS:
STREET 1: 8 SOUND SHORE DR
STREET 2: SUITE 255
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 2039835275
MAIL ADDRESS:
STREET 1: 8 SOUND SHORE DRIVE
STREET 2: SUITE 255
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER COMPANY:
FORMER CONFORMED NAME: TECHNOLOGY INVESTMENT CAPITAL CORP
DATE OF NAME CHANGE: 20030812
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Raging Capital Management, LLC
CENTRAL INDEX KEY: 0001444376
IRS NUMBER: 204306350
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SC 13D/A
BUSINESS ADDRESS:
STREET 1: 254 WITHERSPOON STREET
CITY: PRINCETON
STATE: NJ
ZIP: 08542
BUSINESS PHONE: 6099100954
MAIL ADDRESS:
STREET 1: 254 WITHERSPOON STREET
CITY: PRINCETON
STATE: NJ
ZIP: 08542
SC 13D/A
1
sc13da407738004_12302009.htm
AMENDMENT NO. 4 TO THE SCHEDULE 13D
sc13da407738004_12302009.htm
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. 4)1
Common Stock, par value
$0.01 per
share
(Title of
Class of Securities)
STEVEN
WOLOSKY, ESQ.
OLSHAN
GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP
Park
Avenue Tower
65
East 55th Street
New
York, New York 10022
(212)
451-2300
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
(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).
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
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
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
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
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
|
1
|
NAME
OF REPORTING PERSON
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
OR 2(e)
|
¨
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
|
|
9
|
SOLE
DISPOSITIVE POWER
|
|
10
|
SHARED
DISPOSITIVE POWER
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
14
|
TYPE
OF REPORTING PERSON
|
The
following constitutes Amendment No. 4 (“Amendment No. 4”) to the Schedule 13D
filed by the undersigned. This Amendment No. 4 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 1,594,338 Shares owned directly by the Raging
Funds is approximately $6,792,842, 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 83,683 Shares owned directly by Mr. Martin is
approximately $404,034, 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
4.
|
Purpose of
Transaction
|
|
|
Item
4 is hereby amended to add the
following:
|
On
December 30, 2009, Mr. Martin delivered a letter to the Issuer submitting a
stockholder proposal to terminate the Investment Advisory Agreement between the
Issuer and TICC Management, LLC for inclusion in the Issuer’s proxy statement in
connection with the 2010 annual meeting of stockholders pursuant to Rule 14a-8
of the Securities Exchange Act of 1934, as amended. A copy of this
letter is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
|
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 December 31, 2009, Raging Capital Fund directly owned
802,425 Shares, constituting approximately 3.0% 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 December 31, 2009, Raging Capital Fund QP directly owned
791,913 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 December 31, 2009, Mr. Martin directly owned 83,683 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 by the
Reporting Persons since the filing of Amendment No. 3. All of such
transactions were effected in the open market, unless indicated
otherwise.
(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.
|
Item
7.
|
Material to be Filed
as Exhibits.
|
|
|
Item
7 is hereby amended to add the following
exhibit:
|
|
|
99.1
|
Letter
from William C. Martin to TICC Capital Corp., dated December 30, 2009,
submitting a stockholder proposal pursuant to Rule 14a-8 of the Securities
Exchange Act of 1934, as amended.
|
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:
January 4, 2010
|
|
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
|
SCHEDULE
A
Transactions in the Shares
Since the Filing of Amendment No. 3 to the Schedule 13D
|
Shares
of Common
Stock Purchased/(Sold)
|
Price
Per
Share($)
|
Date
of
Purchase/Sale
|
|
100
|
|
5.3700
|
11/12/2009
|
|
1,000
|
|
5.3700
|
11/13/2009
|
|
1,000
|
|
5.3300
|
11/13/2009
|
|
100
|
|
5.2800
|
11/13/2009
|
|
(4,191)
|
|
5.5045
|
11/13/2009
|
|
(3,498)
|
|
5.5045
|
11/13/2009
|
|
(5,141)
|
|
5.5976
|
11/16/2009
|
|
(10,000)
|
|
5.5800
|
11/17/2009
|
|
(3,571)
|
|
5.5914
|
11/18/2009
|
|
(3,800)
|
|
5.5895
|
11/20/2009
|
|
(16,293)
|
|
5.6800
|
11/23/2009
|
|
(11,881)
|
|
5.6947
|
11/24/2009
|
|
(20,000)
|
|
5.7700
|
11/25/2009
|
|
(9,532)
|
|
5.6900
|
12/01/2009
|
|
(37,881)
|
|
5.6938
|
12/02/2009
|
|
(100)
|
|
5.7400
|
12/03/2009
|
|
(26,853)
|
|
5.7623
|
12/04/2009
|
|
(20,000)
|
|
5.8908
|
12/07/2009
|
|
(775)
|
|
5.7063
|
12/14/2009
|
|
(25,068)
|
|
5.5817
|
12/17/2009
|
|
(25,100)
|
|
5.6566
|
12/18/2009
|
|
(29,391)
|
|
5.6900
|
12/21/2009
|
|
(18,727)
|
|
5.7600
|
12/22/2009
|
|
RAGING CAPITAL FUND (QP),
LP
|
|
(2,981)
|
|
5.5914
|
11/18/2009
|
|
(647)
|
|
5.7063
|
12/14/2009
|
|
8,502
|
|
5.7600
|
12/22/2009
|
|
(6,506)
|
|
6.1200
|
12/29/2009
|
|
(3,400)
|
|
6.1500
|
12/30/2009
|
|
(606)
|
|
6.1800
|
12/31/2009
|
|
RAGING CAPITAL MANAGEMENT,
LLC
|
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