UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K/A

Amendment No. 1

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported):  August 31, 2017

 

CAPITAL SOUTHWEST CORPORATION

(Exact Name Of Registrant As Specified In Charter)

 

 

5400 Lyndon B. Johnson Freeway, Suite 1300

Dallas, Texas 75240

(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s telephone number, including area code: (214) 238-5700

 

 

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 (see General Instruction A.2. below):

 

 

 

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Explanatory Note

 

This Amendment No. 1 on Form 8-K/A (this “Form 8-K/A”) is an amendment to the Current Report on Form 8-K of Capital Southwest Corporation, dated August 30, 2017 (the “Original Form 8-K”). This Form 8-K/A is being filed to correct an error in the ex-dividend date from September 13, 2017 to September 14, 2017 included in the Exhibit No. 99.1 issued on August 30, 2017. Due to changes in NASDAQ Rule 11140(b)(1) set to take effect on September 5, 2017, the ex-dividend date for all distributions will generally change from two business days before the record date to one business day before the record date. 

 

Item 8.01  Other Events.

 

On August 30, 2017, the Capital Southwest Corporation Board of Directors declared a quarterly cash dividend of $0.24 per share of common stock.  The dividend is payable on October 2, 2017 to shareholders of record on September 15, 2017.  On August 31, 2017, Capital Southwest Corporation clarified the ex-dividend date of September 14, 2017. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01  Financial Statements and Exhibits

 

(d)          Exhibits

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: August 31, 2017

 

 

 

EXHIBIT INDEX

 

 

 

 

Capital Southwest Reaffirms Quarterly Dividend of $0.24 per Share; Clarifies Ex-Dividend Date

Dallas, Texas – August 31, 2017 – On August 30th, Capital Southwest Corporation (“Capital Southwest” or the “Company”; Nasdaq: CSWC) announced its Board of Directors declared a quarterly dividend of $0.24 per share for the quarter ended September 30, 2017.  Due to changes in NASDAQ Rule 11140(b)(1) set to take effect on September 5, 2017, the ex-dividend date for all distributions will generally change from two business days before the record date to one business day before the record date.  Therefore, the Company’s dividend will be payable as follows:

 

September 30, 2017 Quarterly Dividend

 

Amount Per Share:                       $0.24

Ex-Dividend Date:                         September 14, 2017

Record Date:                                  September 15, 2017

Payment Date:                               October 2, 2017

 

When declaring dividends the Board of Directors reviews estimates of taxable income available for distribution, which may differ from net investment income under generally accepted accounting principles. The final determination of taxable income for each year, as well as the tax attributes for dividends in such year, will be made after the close of the tax year. 

Capital Southwest maintains a dividend reinvestment plan ("DRIP") that provides for the reinvestment of dividends on behalf of its registered stockholders who hold their shares with Capital Southwest’s transfer agent and registrar, American Stock Transfer and Trust Company.  Under the DRIP, if the Company declares a dividend, registered stockholders who have opted in to the DRIP by the dividend record date will have their dividend automatically reinvested into additional shares of Capital Southwest common stock. 

 

About Capital Southwest

 

Capital Southwest Corporation (Nasdaq: CSWC) is a Dallas, Texas-based, Internally Managed Business Development Company with approximately $287 million in net assets as of June 30, 2017. Capital Southwest is a middle-market lending firm focused on supporting the acquisition and growth of middle market businesses. Capital Southwest makes investments ranging from $5 to $20 million in securities across the capital structure, including first lien, unitranche, second lien, subordinated debt, and non-control equity co-investments. As a public company with a permanent capital base, Capital Southwest has the flexibility to be creative in its financing solutions and to invest to support the growth of its portfolio companies over long periods of time.

 

 

 

Forward-Looking Statements

 

This press release contains historical information and forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995 with respect to the business and investments of Capital Southwest. Forward-looking statements are statements that are not historical statements and can often be identified by words such as "will," "believe," "expect" and similar expressions and variations or negatives of these words. These statements are based on management's current expectations, assumptions and beliefs. They are not guarantees of future results and are subject to numerous risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statement. These risks include risks related to changes in the markets in which Capital Southwest invests, changes in the financial and lending markets, regulatory changes, tax treatment and general economic and business conditions.

 

Readers should not place undue reliance on any forward-looking statements and are encouraged to review Capital Southwest's Annual Report on Form 10-K for the year ended March 31, 2017 and subsequent filings with the Securities and Exchange Commission for a more complete discussion of the risks and other factors that could affect any forward-looking statements. Except as required by the federal securities laws, Capital Southwest does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, changing circumstances or any other reason after the date of this press release.

 

Investor Relations Contacts:

Michael S. Sarner, Chief Financial Officer

214-884-3829