UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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) June 12, 2008 -------------------------------- Capital Southwest Corporation - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Texas 811-1056 75-1072796 - -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 12900 Preston Road, Suite 700, Dallas, Texas 75230 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 972-233-8242 ----------------------------- 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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Item 8.01 Other Events On June 12, 2008, Capital Southwest Corporation (the "Company") announced a share repurchase plan that was recently approved by the Company's Board of Directors. Under this Plan, the Company may repurchase up to 10 percent (or 388,915 shares) of its Common Stock at prices not above the lower of the net asset value per share of its Common Stock, or prices prevailing in the over-the-counter market at the time of such purchases. Capital Southwest Corporation released a letter to its shareholders announcing the repurchase plan. A copy of the letter is attached hereto as an exhibit. Item 9.01. Financial Statements and Exhibits. (a) None. (b) None. (c) None. (d) Exhibits Exhibit Number Description - -------------------------------------------------------------------------------- 99.1 Letter to Shareholders dated June 12, 2008
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: June 12, 2008 By: /s/ Gary L. Martin -------------------------------------------- Name: Gary L. Martin Title: President and Chief Executive Officer
Capital 12900 Preston Rd. Suite 700 Southwest Dallas, TX 75230 Corporation - -------------------------------------------------------------------------------- NOTICE OF SHARE REPURCHASE PROGRAM June 12, 2008 To Our Shareholders: I am pleased to report that on June 10, 2008, the Board of Directors of Capital Southwest Corporation (the "Company") authorized the purchase by the Company in the NASDAQ National Market, or in privately negotiated transactions, of up to 10% of the Company's presently outstanding Common Stock (or 388,915 shares). Under this purchase plan, the Company may make purchases from time to time during the next six months at prices not above the lower of the net asset value per share of its Common Stock, or prices prevailing in the over-the-counter market at the time of such purchases. The number of shares to be purchased and the purchase price per share will be determined by the officers of the Company, who in their discretion may elect to purchase or not to purchase Common Stock of the Company at any time during the next six months based upon market conditions. The Company, in transacting such purchases, will comply with the applicable rules and regulations of the Securities and Exchange Commission, which among others, include the following conditions: 1. The Company will not knowingly purchase its shares of Common Stock from an "affiliated person" of the Company as such term is defined in the 1940 Act. 2. The Company will not purchase its shares of Common Stock at a price above the then current market price per share, or the net asset value per share, whichever is lower, at the time of such purchase. 3. The Company will not purchase its shares of Common Stock in a manner or on a basis which discriminates unfairly against any holders of its Common Stock. On June 11, the last reported sale price of the Company's Common Stock was $113.01 per share. As of March 31, 2008, the net asset value of the Company's Common Stock was $150.09 per share on 3,889,151 shares outstanding. This notice is given pursuant to the rules and regulations of the Securities and Exchange Commission under the Investment Company Act of 1940 (the "1940 Act"). /s/ Gary L. Martin Gary L. Martin President & Chief Executive Officer - -------------------------------------------------------------------------------- PATIENT CAPITAL FOR EXCEPTIONAL BUSINESSES