BILLING CODE 7590–01–P (telephone 202–551–5850). Non-employee Directors are Disinterested Directors.
VerDate Aug<31>2005 18:31 Oct 02, 2007 Jkt 211001 PO 00000 Frm 00063 Fmt 4703 Sfmt 4703 E:\FR\FM\03OCN1.SGM 03OCN1
56394 Federal Register / Vol. 72, No. 191 / Wednesday, October 3, 2007 / Notices
applicant’s common stock may be employee Directors are not entitled to voting securities; (c) the proposal to
issued to any one Non-employee participate (the ‘‘Employee Plans’’), issue the options is authorized by the
Director. Each of the seven Non- applicant’s 2006 stock option plan (the BDC’s shareholders, and is approved by
employee Directors serving on the Board ‘‘2006 Option Plan’’) and the Plan. Non- order of the Commission upon
as of May 4, 2007 will be granted employee Directors are eligible or have application; (d) the options are not
options to purchase 50,000 shares of been eligible to receive options under transferable except for disposition by
applicant’s common stock (the ‘‘Initial applicant’s two Disinterested Director gift, will or intestacy; (e) no investment
Grants’’) on the date that the stock option plans (the ‘‘Disinterested adviser of the BDC receives any
Commission issues an order on the Director Plans’’) and the 2006 Option compensation described in section
application (‘‘Order Date’’). The options Plan (collectively, the 2006 Option Plan, 205(a)(1) of the Investment Advisers Act
issued under the Initial Grants will vest the Disinterested Director Plans and the of 1940, except to the extent permitted
in three equal parts on each of the first Employee Plans are the ‘‘Other Plans’’). by clause (b)(1) or (b)(2) of that section;
three anniversaries of May 4, 2007. Any As of August 31, 2007, applicant had and (f) the BDC does not have a profit-
person who becomes a Non-employee 186,436,201 shares of common stock sharing plan as described in section
Director after May 4, 2007 will be outstanding.5 The 400,000 shares of 57(n) of the Act.
entitled to receive options to purchase applicant’s common stock that may be 2. In addition, section 61(a)(3)
50,000 shares of applicant’s common issued to Non-employee Directors under provides that the amount of the BDC’s
stock (the ‘‘Other Grants’’) on the later the Plan represent 0.2% of applicant’s voting securities that would result from
of the date such person becomes a Non- outstanding voting securities as of the exercise of all outstanding warrants,
employee Director and the Order Date. August 31, 2007. As of the same date, options, and rights at the time of
The options issued under the Other applicant had no outstanding warrants issuance may not exceed 25% of the
Grants will vest in three equal parts on or rights to purchase its voting securities BDC’s outstanding voting securities,
each of the first three anniversaries of and had no outstanding options to except that if the amount of voting
the date such person becomes a Non- purchase its voting securities other than securities that would result from the
employee Director. the outstanding options issued to exercise of all outstanding warrants,
4. Under the terms of the Plan, the applicant’s directors, officers, and options, and rights issued to the BDC’s
exercise price of an option will not be employees under the Other Plans and directors, officers, and employees
less than 100% of the current market the Plan. As of August 31, 2007, the pursuant to an executive compensation
value of, or if no such market value amount of voting securities that would plan would exceed 15% of the BDC’s
exists, the current net asset value per result from the exercise of all outstanding voting securities, then the
share of, applicant’s common stock on outstanding options issued to total amount of voting securities that
the date of the issuance of the option.4 applicant’s directors, officers, and would result from the exercise of all
Options granted under the Plan will employees under the Other Plans and outstanding warrants, options, and
expire within ten years from the date of the Plan would be 19,173,168 shares of rights at the time of issuance will not
grant and may not be assigned or applicant’s common stock, or exceed 20% of the outstanding voting
transferred other than by will or the approximately 10.3% of applicant’s securities of the BDC.
laws of descent and distribution. In the outstanding voting securities. As of the 3. Applicant represents that its
event of the death or disability of a Non- same date, the maximum number of proposal to grant certain stock options
employee Director during such voting securities that would result from to Non-employee Directors under the
director’s service, all such director’s the exercise of all outstanding options Plan meets all the requirements of
unexercised options will immediately issued and all options issuable to section 61(a)(3)(B). Applicant states that
become exercisable and may be applicant’s directors, officers, and the Board is actively involved in the
exercised for a period of three years employees under the Other Plans and oversight of applicant’s affairs and that
following the date of death (by such the Plan would be 25,225,611 shares of it relies extensively on the judgment
director’s personal representative) or applicant’s common stock, or and experience of its Board. In addition
one year following the date of disability, approximately 13.5% of applicant’s to their duties as Board members
but in no event after the respective outstanding voting securities. generally, applicant states that the Non-
expiration dates of such options. In the employee Directors provide guidance
event of the termination of a Non- Applicant’s Legal Analysis and advice on operational issues,
employee Director for cause, any 1. Section 63(3) of the Act permits a underwriting policies, credit policies,
unexercised options will terminate BDC to sell its common stock at a price asset valuation and strategic direction,
immediately. If a Non-employee below current net asset value upon the as well as serving on committees.
Director’s service is terminated for any exercise of any option issued in Applicant believes that the availability
reason other than by death, disability, or accordance with section 61(a)(3). of options under the Plan will provide
for cause, the options may be exercised Section 61(a)(3)(B) provides, in significant at-risk incentives to Non-
within one year immediately following pertinent part, that a BDC may issue to employee Directors to remain on the
the date of termination, but in no event its non-employee directors options to Board and devote their best efforts to
later than the expiration date of such purchase its voting securities pursuant ensure applicant’s success. Applicant
options. to an executive compensation plan, states that the options will provide a
5. Applicant’s officers and employees provided that: (a) The options expire by means for the Non-employee Directors
are eligible or have been eligible to their terms within ten years; (b) the to increase their ownership interests in
receive options under applicant’s six exercise price of the options is not less applicant, thereby ensuring close
stock option plans under which Non- than the current market value of the identification of their interests with
underlying securities at the date of the those of applicant and its stockholders.
rwilkins on PROD1PC63 with NOTICES
VerDate Aug<31>2005 18:31 Oct 02, 2007 Jkt 211001 PO 00000 Frm 00064 Fmt 4703 Sfmt 4703 E:\FR\FM\03OCN1.SGM 03OCN1
Federal Register / Vol. 72, No. 191 / Wednesday, October 3, 2007 / Notices 56395
VerDate Aug<31>2005 18:31 Oct 02, 2007 Jkt 211001 PO 00000 Frm 00065 Fmt 4703 Sfmt 4703 E:\FR\FM\03OCN1.SGM 03OCN1