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Section 1: 8-K (FORM 8-K)

Form 8-K












Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2018



Hercules Capital, Inc.

(Exact name of registrant as specified in its charter)




Maryland   814-00702   74-3113410

(State or other jurisdiction

of incorporation)



File No.)


(I.R.S. Employer

Identification No.)


400 Hamilton Ave., Suite 310

Palo Alto, CA

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 289-3060

Not Applicable

(Former name or address, if changed since last report)



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):


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))

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)

Emerging growth company  ☐

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.  ☐




Item 5.07

Submission of Matters to a Vote of Security Holders.

Special Meeting of Stockholders

On December 6, 2018, Hercules Capital, Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders (the “Stockholders”) considered one proposal as described in detail in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on October 5, 2018. The final result of the voting on the matter submitted to stockholders is set forth below.

Proposal. The Stockholders approved the application of the reduced asset coverage requirements in Section 61(a)(2) of the Investment Company Act of 1940, as amended (the “1940 Act”), to the Company, which permits the Company to double the maximum amount of leverage that it is currently permitted to incur by reducing the asset coverage requirements applicable to the Company from 200% to 150% to become effective the day after the Special Meeting (without giving effect to any exemptive relief with respect to Small Business Administration debentures).


Voted “For”     Voted “Against”     Abstentions  
  51,316,616       4,778,164       1,506,261  

The text of the press release announcing the vote result is included as an exhibit to this Form 8-K.



    Other Events.

The Company previously announced that its board of directors, including a “required majority” (as defined in Section 57(o) of the 1940 Act”), approved the application to the Company of the 150% minimum asset coverage ratio set forth in Section 61(a)(2) of the 1940 Act, which would have become effective September 4, 2019. However, as a result of the Stockholder’s approval at the Special Meeting, effective December 7, 2018, the asset coverage ratio under the 1940 Act applicable to the Company will be decreased from 200% to 150%, permitting the Company to incur additional leverage.


Item 9.01

Financial Statements and Exhibits

(d) Exhibits


99.1    Press Release dated December 6, 2018


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.


December 6, 2018         By:  

/s/ Melanie Grace


Melanie Grace

General Counsel and Secretary

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Section 2: EX-99.1 (EX-99.1)


Exhibit 99.1



Hercules Capital Receives Stockholder Approval

to Reduce Its Asset Coverage Requirement to


Received a “For” Recommendation from both Institutional Shareholders Services Inc. (“ISS”) and Glass, Lewis & Co.

PALO ALTO, Calif., December 6, 2018 Hercules Capital, Inc. (NYSE: HTGC) (“Hercules” or the “Company”), the leading specialty finance company to innovative, venture growth, pre-IPO and M&A stage companies backed by leading venture capital firms, today announced that its stockholders approved the proposal to reduce its asset coverage requirement from 200% to 150% at the Company’s special stockholders meeting (“Special Meeting”) held on December 6, 2018. This reduction applies the modified asset coverage requirements as amended by the Small Business Credit Availability Act (“SBCAA”), which was passed into law on March 23, 2018.

At the Special Meeting, a quorum was reached with stockholder’s voting 91.5% in favor of the proposal.

“We appreciate the overwhelming support received from our institutional and retail stockholders on reducing our asset coverage requirement to 150%,” stated Manuel A. Henriquez, chairman and CEO of Hercules. “The reduced asset coverage requirement will benefit Hercules through access to increased leverage and enhanced portfolio diversification. Together, this will potentially help generate incremental annual increases in our shareholder returns and maintain our industry-leading performance.”

About Hercules Capital, Inc.

Hercules Capital, Inc. (NYSE: HTGC) (“Hercules”) is the leading and largest specialty finance company focused on providing senior secured venture growth loans to high-growth, innovative venture capital-backed companies in a broad variety of technology, life sciences and sustainable and renewable technology industries. Since inception (December 2003), Hercules has committed more than $8.2 billion to over 440 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact, or call 650.289.3060.

Hercules’ common stock trades on the New York Stock Exchange (NYSE) under the ticker symbol “HTGC.” In addition, Hercules has five outstanding bond issuances of 6.25% Notes due 2024 (NYSE: HTGX), 4.375% Convertible Notes due 2022, 4.625% Notes due 2022, 5.25% Notes due 2025 (NYSE: HCXZ) and 6.25% Notes due 2033 (NYSE: HCXY).

Forward-Looking Statements

This press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You should understand that under Section 27A(b)(2)(B) of the Securities Act of 1933, as amended, and Section 21E(b)(2)(B) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 do not apply to forward-looking statements made in periodic reports we file under the Exchange Act.

The information disclosed in this press release is made as of the date hereof and reflects Hercules’ most current assessment of its historical financial performance. Actual financial results filed with the SEC may differ from those contained herein due to timing delays between the date of this release and confirmation of final audit results. These forward-looking statements are not guarantees of future performance and are subject to uncertainties and other factors that could cause actual results to differ materially from those expressed in the forward-looking statements including, without limitation, the risks, uncertainties, including the uncertainties surrounding the current market volatility, and other factors the Company identifies from time to time in its filings with the SEC. Although Hercules believes that the assumptions on which these forward-looking statements are based are reasonable, any of those assumptions could prove to be inaccurate and, as a result, the forward-looking statements based on those assumptions also could be incorrect. You should not place undue reliance on these forward-looking statements. The forward-looking statements contained in this release are made as of the date hereof, and Hercules assumes no obligation to update the forward-looking statements for subsequent events.


Michael Hara

Investor Relations and Corporate Communications

Hercules Capital, Inc.

(650) 433-5578

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