Registration Statement No. 333-182785


Download 8.59 Mb.
NameRegistration Statement No. 333-182785
page1/149
A typeDocumentation
manual-guide.com > manual > Documentation
  1   2   3   4   5   6   7   8   9   ...   149



Table of Contents

Filed Pursuant to Rule 497

Registration Statement No. 333-182785

PROSPECTUS SUPPLEMENT

(to Prospectus dated April 29, 2014)

$50,000,000

Fidus Investment Corporation

Common Stock

 

 

We are an externally managed, closed-end, non-diversified management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, or the 1940 Act. Our investment objective is to provide attractive risk-adjusted returns by generating both current income from our debt investments and capital appreciation from our equity related investments.

We have entered into equity distribution agreements, dated August 21, 2014, with Raymond James & Associates, Inc. and Robert W. Baird & Co. Incorporated, each a “Sales Agent” and, collectively, the “Sales Agents,” pursuant to one master agreement (the “equity distribution agreement”) relating to the shares of common stock offered by this prospectus supplement and the accompanying prospectus.

The equity distribution agreement provide that we may offer and sell shares of our common stock having an aggregate offering price of up to $50,000,000 from time to time through the Sales Agents. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectus may be made in negotiated transactions or transactions that are deemed to be “at the market,” as defined in Rule 415 under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly on the NASDAQ Global Select Market, or NASDAQ or similar securities exchange or sales made to or through a market maker other than on an exchange, at prices related to the prevailing market prices or at negotiated prices. As of the date of this prospectus supplement, we have not sold any shares of our common stock under the equity distribution agreement.

The sales agents are not required to sell any specific number or dollar amount of shares of our common stock, but as instructed by us will make all sales using commercially reasonable efforts, consistent with their normal trading and sales practices, as our sales agents and subject to the terms of the equity distribution agreement. From time to time during the terms of the equity distribution agreement, we may deliver a placement notice to one of the sales agents specifying the length of the selling period, the amount of shares to be sold and the minimum price below which sales may not be made. Shares of our common stock to which this prospectus supplement relates will be sold only through one sales agent on any given day. The offering of shares of common stock pursuant to the equity distribution agreement will terminate upon the earlier of (1) the sale of shares having an aggregate offering price of $50,000,000 or (2) the termination of the equity distribution agreements. Under the terms of the equity distribution agreement, the Sales Agents will receive a commission equal to 1.50% of the gross sales price of any shares of our common stock sold through the Sales Agents under the equity distribution agreement. As of the date of this prospectus supplement, we have not sold any shares of our common stock under the equity distribution agreements. See “Plan of Distribution” beginning on page S-11 of this prospectus supplement.

Our common stock is listed on NASDAQ under the trading symbol “FDUS.” The last sale price, as reported on NASDAQ on August 19, 2014, was $18.49 per share. The net asset value per share of our common stock at June 30, 2014 (the last date prior to the date of this prospectus supplement on which we determined net asset value) was $15.09. The sales price per share of our common stock offered by this prospectus supplement and the accompanying prospectus, less commissions paid to the Sales Agents, will not be less than the net asset value per share of our common stock at the time of such sale.

This prospectus supplement and the accompanying prospectus, contain important information about us that a prospective investor should know before investing in our common stock. Please read this prospectus supplement and the accompanying prospectus before you invest and keep it for future reference. We file annual, quarterly and current reports, proxy statements and other information about us with the Securities and Exchange Commission, or SEC. The SEC also maintains a website at http://www.sec.gov that contains such information. This information is also available free of charge by contacting us at 1603 Orrington Avenue, Suite 1005, Evanston, Illinois 60201, Attention: Investor Relations, or by calling us at (847) 859-3940 or on our website at www.fidusinv.com . Information contained on our website is not incorporated by reference into this prospectus, and you should not consider that information to be part of this prospectus supplement, and the accompanying prospectus.

 

 

Investing in our common stock involves a high degree of risk, including risks arising from our use of leverage. Before buying any shares, you should read the discussion of the material risks of investing in our common stock in “Risk Factors” beginning on page 11 of the accompanying prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

 

 

 

 

 

RAYMOND JAMES

 

BAIRD

The date of this prospectus supplement is August 21, 2014
Table of Contents

TABLE OF CONTENTS

 

 

 

 

 

 

Prospectus Supplement

  

 

 

 

  

Page

 

PROSPECTUS SUPPLEMENT SUMMARY

  

 

S-1

  

THE OFFERING

  

 

S-6

  

FEES AND EXPENSES

  

 

S-8

  

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

  

 

S-11

  

PLAN OF DISTRIBUTION

  

 

S-12

  

USE OF PROCEEDS

  

 

S-13

  

CAPITALIZATION

  

 

S-14

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

  

 

S-15

  

SALE OF COMMON STOCK BELOW NET ASSET VALUE

  

 

S-29

  

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

  

 

S-30

  

LEGAL MATTERS

  

 

S-32

  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

S-32

  

AVAILABLE INFORMATION

  

 

S-32

  

INDEX TO FINANCIAL STATEMENTS

  

 

SF-1

  

 

Prospectus

  

 

 

SUMMARY

  

 

1

  

FEES AND EXPENSES

  

 

8

  

RISK FACTORS

  

 

11

  

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

  

 

38

  

USE OF PROCEEDS

  

 

39

  

FORMATION TRANSACTIONS

  

 

40

  

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

  

 

41

  

SELECTED FINANCIAL DATA

  

 

43

  

SELECTED QUARTERLY FINANCIAL DATA

  

 

45

  

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL INFORMATION AND RESULTS OF OPERATIONS

  

 

46

  

SENIOR SECURITIES

  

 

60

  

THE COMPANY

  

 

61

  

PORTFOLIO COMPANIES

  

 

71

  

MANAGEMENT

  

 

75

  

MANAGEMENT AND OTHER AGREEMENTS

  

 

86

  

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

  

 

94

  

CONTROL PERSONS AND PRINCIPAL STOCKHOLDERS

  

 

96

  

SALES OF COMMON STOCK BELOW NET ASSET VALUE

  

 

97

  

DIVIDEND REINVESTMENT PLAN

  

 

101

  

MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

  

 

103

  

DESCRIPTION OF OUR CAPITAL STOCK

  

 

113

  

DESCRIPTION OF OUR PREFERRED STOCK

  

 

119

  

DESCRIPTION OF OUR SUBSCRIPTION RIGHTS

  

 

120

  

DESCRIPTION OF OUR DEBT SECURITIES

  

 

121

  

REGULATION

  

 

133

  

PLAN OF DISTRIBUTION

  

 

139

  

CUSTODIAN, TRANSFER AND DIVIDEND PAYING AGENT AND REGISTRAR

  

 

141

  

BROKERAGE ALLOCATION AND OTHER PRACTICES

  

 

141

  

LEGAL MATTERS

  

 

141

  

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

  

 

141

  

AVAILABLE INFORMATION

  

 

141

  

PRIVACY NOTICE

  

 

142

  

INDEX TO FINANCIAL STATEMENTS

  

 

F-1

  

 

i
Table of Contents
  1   2   3   4   5   6   7   8   9   ...   149

Share in:

Related:

Registration Statement No. 333-182785 iconRegistration Statement No. 333-199817

Registration Statement No. 333-182785 iconRegistration Statement No. 333-196235

Registration Statement No. 333-182785 iconFiled Pursuant to Rule 424(b)(4) Registration No. 333-194899

Registration Statement No. 333-182785 iconAs filed with the Securities and Exchange Commission on March 31, 2015 Registration No. 333

Registration Statement No. 333-182785 iconSec ”) a Registration Statement on Form s-4 that will include a joint...

Registration Statement No. 333-182785 iconPreparation of the Registration Statement

Registration Statement No. 333-182785 iconO Registration statement pursuant to Section 12(b) or (g)

Registration Statement No. 333-182785 iconO Registration statement pursuant to Section 12(b) or (g)

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b)

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-182785 icon¨ registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-182785 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-182785 iconRegistration statement pursuant to section 12(b) or 12(g) of the securities exchange act of 1934

Registration Statement No. 333-182785 icon[ ] registration statement pursuant to section 12(b) or (g) of the...

Registration Statement No. 333-182785 iconO registration statement pursuant to section 12(b) or (g) of the securities exchange act of 1934




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search