Securities Registration (section 12(b)) (8-a12b)
15 July 2014 - 4:55AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Hercules
Technology Growth Capital, Inc.
(Exact name of registrant as specified in its charter)
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Maryland
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74-3113410
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(Jurisdiction of Incorporation
or Organization)
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(IRS Employer
Identification No.)
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400 Hamilton Avenue, Suite 310, Palo Alto, California
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94301
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class to be so registered
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Name of each exchange on which each class is to be registered
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6.25% Notes due 2024
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New York Stock Exchange
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If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box.
x
If this form relates to the registration of a class of
securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box.
¨
Securities Act registration statement file number to which this form relates:
333-187447
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered
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This Form 8-A is being
filed in connection with Hercules Technology Growth Capital, Inc.s, a Maryland corporation (the
Registrant
), offering of its 6.25% Notes due 2024 (the
July 2024 Notes
). The July 2024 Notes
are expected to be listed on the New York Stock Exchange and to trade thereon on or around July 14, 2014 under the trading symbol HTGX. As of July 14, 2014, the Registrant had sold and issued $100,000,000 in aggregate principal
amount of the July 2024 Notes and granted an over-allotment option of up to $4,600,000 in aggregate principal amount of the July 2024 Notes.
The description of the July 2024 Notes is incorporated herein by reference to the information set forth under the heading Description of
Our Debt Securities in the Registrants Prospectus included in the Registration Statement on Form N-2 (Registration No. 333-187447) as filed with the Securities and Exchange Commission (the
SEC
) on
June 6, 2014 under the Securities Act of 1933, as amended (the
Securities Act
), and the information under the heading Specific Terms of the Notes and the Offering in the Registrants Prospectus
Supplement dated July 9, 2014, as filed with the SEC on July 10, 2014 pursuant to Rule 497 under the Securities Act. The foregoing Prospectus and Prospectus Supplement are incorporated herein by reference.
Pursuant to the Instructions as to exhibits for registration statements on
Form 8-A, the documents listed below are filed as exhibits to this Registration Statement:
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Number
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Exhibit
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4.1
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Indenture, dated as of March 6, 2012, between the Registrant and U.S. Bank National Association (Filed as Exhibit (d)(7) to the Registrants Post-Effective Amendment No. 1 on Form N-2 (Registration No. 333-179431), as
filed on April 17, 2012 with the SEC, and incorporated herein by reference).
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4.2
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Third Supplemental Indenture, dated as of July 14, 2014 between the Registrant and U.S. Bank National Association (Filed as Exhibit (d)(9) to the Registrants Post-Effective Amendment No. 5 on Form N-2 (Registration
No. 333-187447), as filed on July 14, 2014 with the SEC, and incorporated herein by reference).
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4.3
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Form of 6.25% Note due 2024 (Filed as Exhibit (d)(17) to the Registrants Post-Effective Amendment No. 5 on Form N-2 (Registration No. 333-187447), as filed on July 14, 2014 with the SEC, and incorporated herein
by reference).
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: July 14, 2014
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H
ERCULES
T
ECHNOLOGY
G
ROWTH
C
APITAL
, I
NC
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By:
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/
S
/ J
ESSICA
B
ARON
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Jessica Baron
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Chief Financial Officer
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EXHIBIT INDEX
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Number
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Exhibit
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4.1
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Indenture, dated as of March 6, 2012, between the Registrant and U.S. Bank National Association (Filed as Exhibit (d)(7) to the Registrants Post-Effective Amendment No. 1 on Form N-2 (Registration No. 333-179431), as
filed on April 17, 2012 with the SEC, and incorporated herein by reference).
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4.2
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Third Supplemental Indenture, dated as of July 14, 2014 between the Registrant and U.S. Bank National Association (Filed as Exhibit (d)(9) to the Registrants Post-Effective Amendment No. 5 on Form N-2 (Registration
No. 333-187447), as filed on July 14, 2014 with the SEC, and incorporated herein by reference).
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4.3
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Form of 6.25% Note due 2024 (Filed as Exhibit (d)(17) to the Registrants Post-Effective Amendment No. 5 on Form N-2 (Registration No. 333-187447), as filed on July 14, 2014 with the SEC, and incorporated herein
by reference).
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