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):
February 17, 2015 (February 11, 2015)
GSV CAPITAL CORP.
(Exact name of registrant as specified in its charter)
| Maryland | 1-35156 | 27-4443543 | ||
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
| of incorporation) |
2925 Woodside Road
Woodside, CA 94062
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (650) 235-4769
Check the appropriate box below if the Form 8-K 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 11, 2015, the Board of Directors (the “Board”) of GSV Capital Corp. (the “Company”) accepted the resignation of William V. Campbell from his position as a member of the Board, effective immediately, and appointed Ronald M. Lott to fill the vacancy. Mr. Lott will also serve as chairman of the Compensation Committee. Mr. Lott will serve on the Board from February 11, 2015 until the date of the 2016 annual meeting of stockholders of the Company, at which time stockholders will have an opportunity to elect him to a subsequent three-year term, or until his successor is duly elected and qualified.
Mr. Lott, a member of the Pro and College Football Halls of Fame, is the Chief Executive Officer of Lott Auto Ventures, LLC, and has been a co-partner and owner of a series of auto dealerships that today includes Tracy Toyota in Tracy, California, and previously included Mercedes-Benz of Medford, California and Stan Morris Chrysler in Tracy, California. He is also a member of the board of directors of Springleaf Holdings, Inc. and Springleaf Finance Corporation. In 1999, Mr. Lott co-founded HRJ Capital, L.L.C., an investment management firm, remaining as a managing partner through 2009, until it was sold. Since 2013, Mr. Lott has been a consultant for TVU Networks Corp., a product and service company for the television industry, and is also currently a consultant at H. Barton Asset Management, LLC. Mr. Lott played 14 seasons in the National Football League before retiring from professional football in 1994.
Mr. Lott is not an “interested person” of the Company as such term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”). Mr. Lott was not appointed to the Board pursuant to any arrangement or understanding with any other person, and there are no current or proposed transactions between the Company and Mr. Lott or his immediate family members which would require disclosure under Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”).
In addition, on February 11, 2015, the Board of the Company increased the size of the Board to eight (8) directors from seven (7) and appointed Bradford C. Koenig as a director to fill the vacancy, effective immediately. Mr. Koenig will serve until the date of the next annual meeting of stockholders of the Company, at which time stockholders will have an opportunity to elect him to a subsequent three-year term, or until his successor is duly elected and qualified.
Mr. Koenig is the Chief Executive Officer and co-Founder of FoodyDirect.com, Inc., an online specialty foods marketplace. He previously worked for over 20 years at Goldman Sachs where he became one of the business leaders in the firm’s Investment Banking Division. Mr. Koenig was, from 1990–2005, the head of Goldman Sachs’ global technology banking practice and, from 2002–2005, he served as the co-head of Goldman Sachs’ Global Technology, Media and Telecommunications Group. Mr. Koenig is a graduate of Dartmouth College and Harvard Business School.
Mr. Koenig is not an “interested person” of the Company as such term is defined under Section 2(a)(19) of the1940 Act. Mr. Koenig was not appointed to the Board pursuant to any arrangement or understanding with any other person, and there are no current or proposed transactions between the Company and Mr. Koenig or his immediate family members which would require disclosure under Item 404(a) of Regulation S-K promulgated by the SEC. In addition, Mr. Koenig has not been appointed to any committees of the Board.
Messrs. Lott and Koenig will receive director fees consistent with the director compensation arrangement as described in the Company’s definitive proxy statement filed with the SEC on April 30, 2014, and incorporated by reference into this Item 5.02.
Item 8.01 Other Events.
The Company issued a press release on February 17, 2015 to announce these changes, a copy of which is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| (a) | Not applicable. | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d) | Exhibits. |
| Exhibit No. | Description | ||
| 99.1 | Press release dated February 17, 2015 |
SIGNATURES
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.
| Date: February 17, 2015 | GSV CAPITAL CORP. | |
| By: |
/s/ Mark W. Flynn | |
| Mark W. Flynn | ||
| President | ||
Exhibit 99.1
GSV Capital Corp. Announces the Appointment of Ronnie Lott and Brad Koenig to GSV Capital’s Board of Directors and the retirement of Bill Campbell as a Director
WOODSIDE, Calif., February 17, 2015 (GLOBE NEWSWIRE) — GSV Capital Corp., ("GSV"), (Nasdaq:GSVC), today announced that Ronnie M. Lott and Bradford C. Koenig have been elected to GSV Capital’s Board of Directors, and William V. Campbell is retiring from the Board.
Ronnie Lott has been a leader in the Silicon Valley business and philanthropic community for over two decades following a distinguished 14-year Hall of Fame career in the National Football League.
In 1999, Mr. Lott co-founded HRJ Capital with Joe Montana and Harris Barton, which managed over $2 billion of venture and private equity fund-of-fund assets. HRJ was sold in 2009 to Capital Dynamics. Mr. Lott also owns a Toyota dealership in the Bay Area. Mr. Lott is on the Board of Directors for the National Football Foundation College Hall of Fame and Springleaf, a NYSE company with an approximate $4 billion market cap.
Mr. Lott is a distinguished philanthropist, mentor and role model deeply committed to fighting poverty and serving families and children in need. In 1989, he founded All Stars Helping Kids, which has raised more than $20 million to support disadvantaged youth in the San Francisco Bay Area and throughout the nation.
"We are thrilled to add Ronnie to our Board of Directors," said Michael Moe, GSV Capital’s Chairman and CEO. "He’s been a winner on and off the field and accordingly has earned enormous respect in Silicon Valley. It’s the combination of discipline, focus and leadership that makes Ronnie ideally qualified to join our board and work on behalf of our shareholders."
Brad Koenig is the Chief Executive Officer and co-Founder of FoodyDirect.com, Inc., an online specialty foods marketplace. He previously was a Partner at Goldman Sachs where he served as the Global Head of the Technology, Media and Telecommunications Group. In this capacity, Mr. Koenig worked with many of the leading technology and media companies as a financial and strategic advisor.
“Brad is a terrific addition to our Board, providing insight and perspective honed through his experience in working with many prolific entrepreneurs and game-changing companies,“ commented Moe. “Brad has a tremendous network of technology entrepreneurs and Venture Capitalists in Silicon Valley, as well as the Global Silicon Valley.”
Bill Campbell has been an instrumental advisor and director to GSV Capital. “Bill’s insight, perspective and judgment are truly extraordinary. I personally owe Bill a huge debt of gratitude and am delighted that he will work with us informally, as an advisor, as we move ahead. I want to personally thank Bill for his mentorship, leadership and friendship,” commented Moe.
GSV Capital Corp.
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About GSV Capital Corp.
GSV Capital Corp. (GSVC) is a publicly traded investment fund that seeks to invest in high-growth, venture-backed private companies. Led by industry veteran Michael Moe, the fund seeks to create a portfolio of high-growth emerging private companies via a repeatable and disciplined investment approach, as well as to provide investors with access to such companies through its publicly traded common stock. GSV Capital is headquartered in Woodside, CA.
www.gsvcap.com
Follow GSV Capital on Twitter: @gsvcap
The GSV Capital Corp. logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=12750
Contact
William Tanona
Chief Financial Officer
wtanona@gsvam.com
650-235-4769