Current Report Filing (8-k)
05 Oktober 2020 - 10:04PM
Edgar (US Regulatory)
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): October 5, 2020 (October 5, 2020)
PRINCETON
CAPITAL CORPORATION
(Exact
name of registrant as specified in its charter)
Maryland
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814-00710
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46-3516073
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
ID Number)
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800
Turnpike Street
Suite
300
North
Andover, Massachusetts
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01845
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (978) 794-3366
(Former
name or former 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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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None
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None
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None
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Item 5.08 Shareholder
Director Nominations.
To
the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01
Other Events.
The
Board of Directors of Princeton Capital Corporation, a Maryland corporation (the “Company”), has established Friday,
December 18, 2020 as the date of the Company’s 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”).
Because the date of the 2020 Annual Meeting has been changed by more than 30 days from the anniversary date of the Company’s
2019 Annual Meeting of Stockholders (the “2019 Annual Meeting”), in accordance with Rule 14a-5(f) under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Company is informing stockholders of such change.
The
exact time and location of the 2020 Annual Meeting will be specified in the Company’s proxy statement for the 2020 Annual
Meeting. Because the date of the 2020 Annual Meeting has been changed by more than 30 days from the anniversary of the 2019 Annual
Meeting, a new deadline has been set for submission of proposals by stockholders intended to be included in the Company’s
2020 proxy statement and form of proxy.
Pursuant
to Rule 14a-8 under the Exchange Act, some stockholder proposals may be eligible for inclusion in the Company’s 2020 proxy
statement. Any stockholder proposal under Rule 14a-8 must be submitted, along with proof of ownership of the Company’s stock
in accordance with Rule 14a-8(b)(2), to the Company’s principal executive offices in care of the Company’s Secretary
by letter to 800 Turnpike Street, Suite 300, North Andover, Massachusetts 01845. Failure to deliver a proposal in accordance with
this procedure may result in the proposal not being deemed timely received. The Company must receive all submissions no later
than the close of business (5:00 p.m. Eastern Time) on Thursday, October 15, 2020, which the Company has determined to be a reasonable
time before it expects to begin to print and send its proxy materials. The Company encourages any stockholder interested in submitting
a proposal to contact the Company’s Secretary in advance of this deadline to discuss the proposal, and stockholders may
find it helpful to consult knowledgeable counsel with regard to the detailed requirements of applicable securities laws. Submitting
a stockholder proposal does not guarantee that we will include it in the Company’s proxy statement. The Board of Directors
reviews all stockholder proposals and will take appropriate action on such proposals.
In
addition, under the Company’s Bylaws, any stockholder who intends to nominate a candidate for election to the Board or to
propose any business at the 2020 Annual Meeting, other than precatory (non-binding) proposals presented under Rule 14a-8, must
give notice to the Company’s Secretary by no later than the close of business on Thursday, October 15, 2020. The notice
must include information specified in the Company’s Bylaws, including information concerning the nominee or proposal, as
the case may be, and information about the stockholder’s ownership of, and agreements related to, the Company’s stock.
The Company will not entertain any proposals or nominations at the 2020 Annual Meeting that do not meet the requirements set forth
in the Company’s Bylaws. Also, if the stockholder does not also comply with the requirements of Rule 14a-4(c)(2) under the
Exchange Act, the Company’s proxies may exercise discretionary voting authority under proxies that the Company’s Board
of Directors solicits to vote in accordance with their best judgment on any such stockholder proposal or nomination. The Bylaws
are available on the SEC’s website attached as an exhibit to the Company’s Form 8-K filed with the SEC on March 19,
2015 and incorporated by reference in the Company’s most recent Form 10-K filed with the SEC on March 30, 2020. To make
a submission or to request a copy of the Company’s Bylaws, stockholders should contact the Company’s Secretary at
the address listed above. Again, the Company encourages stockholders to seek advice from knowledgeable counsel before submitting
a proposal or a nomination.
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
Dated: October
5, 2020
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PRINCETON CAPITAL CORPORATION
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By:
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/s/
Gregory J. Cannella
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Name:
Gregory J. Cannella
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Title: Chief Financial Officer
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2
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