As filed with the Securities and Exchange Commission on May 5, 2022
Registration No. 333-264643
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Main Street Capital Corporation
(Exact name of registrant as specified in its charter)
Maryland |
| 41-2230745 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
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1300 Post Oak Boulevard, 8th Floor |
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Houston, TX |
| 77056 |
(Address of principal executive offices) |
| (Zip code) |
Main Street Capital Corporation 2022 Equity and Incentive Plan
Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan
(Full title of the plan)
Dwayne L. Hyzak
Chief Executive Officer
Main Street Capital Corporation
1300 Post Oak Boulevard, 8th Floor
Houston, TX 77056
(713) 350-6000
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ⌧ | Accelerated filer ◻ | Non-accelerated filer ◻ | Smaller reporting 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 7(a)(2)(B) of the Securities Act.
EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-8 (File No. 333-264643), initially filed with the U.S. Securities and Exchange Commission on May 3, 2022 (the “Original Filing”) is being filed solely for the purpose of correcting certain exhibits previously filed with the Original Filing. Accordingly, this Amendment consists only of a facing page, this explanatory statement and “Part II, Item 8. Exhibits” of Form S-8. Updated versions of the exhibits referred to above have been filed as an exhibit to this Amendment.
Except as described above, this Registration Statement does not update, amend or modify any other information, statement or disclosure contained in the Original Filing.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following documents are filed as a part of this registration statement or incorporated by reference herein:
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4.1 |
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4.2 |
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4.3 |
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**4.4 |
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| Main Street Capital Corporation 2022 Equity and Incentive Plan |
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**4.5 |
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| Main Street Capital Corporation 2022 Non-Employee Director Restricted Stock Plan |
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**4.6 |
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| Form of Restricted Stock Agreement — Main Street Capital Corporation 2022 Equity and Incentive Plan |
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**4.7 |
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**5.1 |
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| Opinion of Dechert LLP as to the validity of the securities being registered |
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*23.1 |
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**23.2 |
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**24.1 |
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| Power of Attorney (set forth in the signature page contained in Part II of the Original Filing) |
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**107 | | | |
* Filed herewith.
** | Previously filed as an exhibit to this registration statement. |
1
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 5, 2022.
| | MAIN STREET CAPITAL CORPORATION | ||
| | By: | | /s/ Dwayne L. Hyzak Dwayne L. Hyzak |
Pursuant to the requirements of the Securities Act this registration statement has been signed by the following persons in the capacities indicated on May 5, 2022.
Signature | | Title | | Date |
|---|---|---|---|---|
/s/ Dwayne L. Hyzak Dwayne L. Hyzak | | Chief Executive Officer and Director (principal executive officer) | | May 5, 2022 |
/s/ Jesse E. Morris Jesse E. Morris | | Chief Financial Officer, Chief Operating Officer and Treasurer (principal financial officer) | | May 5, 2022 |
/s/ Lance A. Parker Lance A. Parker | | Vice President and Chief Accounting Officer (principal accounting officer) | | May 5, 2022 |
/s/ Vincent D. Foster* Vincent D. Foster | | Chairman of the Board | | May 5, 2022 |
/s/ J. Kevin Griffin* J. Kevin Griffin | | Director | | May 5, 2022 |
/s/ John E. Jackson* John E. Jackson | | Director | | May 5, 2022 |
/s/ Brian E. Lane* Brian E. Lane | | Director | | May 5, 2022 |
/s/ Kay Matthews* Kay Matthews | | Director | | May 5, 2022 |
/s/ Dunia A. Shive* Dunia A. Shive | | Director | | May 5, 2022 |
/s/ Stephen B. Solcher* Stephen B. Solcher | | Director | | May 5, 2022 |
* Signed by Dwayne L. Hyzak pursuant to a power of attorney signed by each individual and filed with this registration statement on May 3, 2022.