Attached files
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| EX-99.1 - Portman Ridge Finance Corp | v205258_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
The
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): December 10, 2010
Kohlberg Capital
Corporation
(Exact
name of registrant as specified in its charter)
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Delaware
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814-00735
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20-5951150
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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295
MADISON AVENUE
NEW YORK,
NY
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10017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (212) 455-8300
(Former
name or former address, if changed since last report)
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Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b) On
December 10, 2010, John M. Stack, Vice President of Kohlberg Capital Corporation
(the “Company”) and a Managing Director of Katonah Debt Advisors, L.L.C., the
Company’s wholly-owned portfolio company (“KDA”), resigned from his respective
positions with the Company and KDA effective December 30, 2010. Mr.
Stack is resigning in order to retire.
(e)
2010 Performance-Based Cash
Bonus Awards to Named Executive Officers
On
December 10, 2010, the Company’s Board of Directors (the “Board) approved 2010
performance-based cash bonus awards to Dayl W. Pearson, the Company’s President
and Chief Executive Officer; Michael I. Wirth, the Company’s Chief Financial
Officer, Chief Compliance Officer, Treasurer and Secretary; E.A. Kratzman, the
Company’s Vice President and President of KDA; R. Jon Corless, the Company’s
Chief Investment Officer; and Mr. Stack (collectively, the “Named Executive
Officers”). Other than as noted below, the 2010 performance-based
cash bonuses awarded to the Named Executive Officers did not exceed the target
cash bonus amounts previously reported by the Company in its Annual Report on
Form 10-K for the year ended December 31, 2009 filed with the Securities and
Exchange Commission (the “SEC”) on May 28, 2010. The 2010
performance-based cash bonus awards in excess of the previously reported target
cash bonus amounts were as follows: Mr. Pearson – $500,000 (target
performance-based cash bonus amount of $450,000); and Mr. Wirth – $400,000
(target performance-based cash bonus amount of $375,000).
Increase in Annual
Independent Director Fees
In
addition, effective as of January 1, 2011, the Board increased the annual fee
payable to each of the members of the Board who are not “interested persons” of
the Company within the meaning of Section 2(a)(19) of the Investment Company Act
of 1940, as amended, as compensation for serving on the Board from $27,000 to
$37,000. In approving this increase, the Board considered director
fees paid by other comparable business development companies.
Letter Agreement and
Consulting Agreement with John M. Stack
In
connection with Mr. Stack’s resignation, on December 10, 2010, KDA entered into
a letter agreement (the “Letter Agreement”) with Mr. Stack. The Letter Agreement
is effective as of December 30, 2010 and supersedes certain terms set forth in
Mr. Stack’s existing employment agreement with KDA dated December 14,
2009 (the “Employment Agreement”) previously filed by the Company
with the SEC. In addition, effective as of January 1, 2011, KDA entered into a
consulting agreement (the “Consulting Agreement”) with Mr. Stack, pursuant to
which Mr. Stack has agreed to provide certain consultancy services to KDA and
the Company as further described below.
Letter
Agreement
Under the
terms of the Letter Agreement, Mr. Stack will continue to provide services to
the Company and KDA on the terms set forth in the Employment Agreement until the
effective date of his resignation. On such date, Mr. Stack will forfeit all of
his 3,334 then unvested shares of restricted stock in the Company and the
Company and KDA will cease to provide Mr. Stack with the employee benefits
described in the Employment Agreement, other than COBRA health care continuation
coverage if elected by Mr. Stack. Mr. Stack will be entitled to receive any
bonus compensation earned in 2010 pursuant to the Employment Agreement, which
will be payable in 2011 and no later than March 31, 2011. The Company
will continue to provide Mr. Stack with director’s and officer’s liability
insurance coverage, on the same basis as is provided to other directors and
officers of the Company, with respect to his service as an officer of the
Company and KDA and relating to claims incurred prior to the effective date of
his resignation.
Consulting
Agreement
Under the
terms of the Consulting Agreement, KDA will retain
Mr. Stack as a consultant to provide services for KDA and the Company for a
one-year period, subject to KDA’s right to extend the agreement for successive
one-year terms on conditions (including amounts payable) that may differ from
those currently set forth in the Consulting Agreement. Under the Consulting
Agreement, Mr. Stack will be entitled to receive from KDA (i) an initial
consultancy fee of $16,030 per month for a six-month period beginning on the
effective date of the Consulting Agreement, (ii) a subsequent consultancy fee of
$20,180 per month for each of the remaining six-months under the Consulting
Agreement, and (iii) a lump sum payment of $20,000 on July 31, 2011, subject to
Mr. Stack’s continued provision of consulting services under the Consulting
Agreement through such date. The Consulting Agreement may be terminated by
KDA for cause at any time or by Mr. Stack for any reason upon 10 days’ prior
notice. If the Consulting Agreement is terminated by Mr. Stack or by KDA for
cause, Mr. Stack will be entitled to receive only those amounts previously
earned under the Consulting Agreement but unpaid as of the termination
date.
Item
8.01. Other Events.
On
December 13, 2010 the Company issued a press release, a copy of which is
attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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Exhibit
No.
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Document
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99.1
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Press
Release issued by the Company dated December 13,
2010.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Kohlberg Capital
Corporation
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(Registrant)
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December 13,
2010
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/s/ MICHAEL I. WIRTH
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(Date)
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Michael
I. Wirth
Chief Financial
Officer
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