UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington D.C. 20549


FORM 10-K/A


(Amendment No.1)


(Mark One)


x  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the fiscal year ended December 31, 2014


OR


 ̈  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ______ to ______


___________________


Commission file number 0-33377


MCG CAPITAL CORPORATION


(Exact name of registrant as specified in its charter)


Delaware54-1889518(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)1001 19th Street North, 10th Floor, Arlington, VA22209(Address of principal executive offices)(Zip Code)


(703) 247-7500


(Registrant’s telephone number, including area code)


Securities registered pursuant to Section 12(b) of the Act:Title of each className of each exchange on which registeredCommon Stock, par value $0.01 per shareThe NASDAQ Global Select Market


Securities registered pursuant to Section 12(g) of the Act:  None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.


Yes  ̈ No x


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.


Yes  ̈ No x


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes x No  ̈


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ̈ No  ̈


Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ̈


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated fileroAccelerated filerxNon-accelerated fileroSmaller reporting companyo(Do not check if a smaller reporting company)


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ̈ No x


The aggregate market value of the Registrant’s voting shares of common stock held by non-affiliates of the Registrant on June 30, 2014, was $208,493,565, based on $3.92 per share, the last reported sale price of the shares of common stock on the NASDAQ Global Select Market. For purposes of this computation, shares held by certain stockholders and by directors and executive officers of the Registrant have been excluded. Such exclusion of shares held by such persons is not intended, nor shall it be deemed, to be an admission that such persons are affiliates of the Registrant. There were 37,074,635 shares of the Registrant’s common stock outstanding as of February 23, 2014.


Documents Incorporated by Reference


Portions of the Registrant’s definitive Proxy Statement relating to its 2015 Annual Meeting of Stockholders, to be filed pursuant to Regulation 14A with the Securities and Exchange Commission, are incorporated by reference into Part III of this Annual Report on Form 10-K as indicated herein.





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EXPLANATORY NOTE


This Amendment No. 1, or Amendment No. 1, to our Annual Report on Form 10-K for the year ended December 31, 2014 which was filed with the Securities and Exchange Commission, or SEC, on March 2, 2015, or Form 10-K, is being filed to provide separate financial statements for our unconsolidated portfolio company, RadioPharmacy Investors, LLC, or RadioPharmacy, as new Exhibit 99.1 in Part IV, Item 15.


We have determined that for the periods presented in our consolidated financial statements in our Form 10-K, this unconsolidated portfolio company has met the conditions of a significant subsidiary under Rule 1-02(w) of Regulation S-X for which we are required, pursuant to Rule 3-09 of Regulation S-X, to attach separate financial statements as exhibits to our Form 10-K.


In addition, this Amendment No. 1 revises Part IV, Item 15 of our Form 10-K to include new Exhibits 31.1, 31.2, 32.1 and 32.2, certifications of our Chief Executive Officer and Chief Financial Officer, and a new Exhibit 23.2, consent of Warren Averet, LLP, Independent Registered Public Accounting Firm.


No other changes have been made to our Form 10-K other than that described above.  This Amendment No. 1 does not reflect subsequent events occurring after the original filing date of our Form 10-K or modify or update in any way disclosures made in our Form 10-K.  Among other things, forward-looking statements made in our Form 10-K have not been revised to reflect events that occurred or facts that became known to us after filing of our Form 10-K, and such forward-looking statements should be read in their historical context.  Furthermore, this Amendment No. 1 should be read in conjunction with our Form 10-K and with our filings with the SEC subsequent to our Form 10-K.








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ITEM15.EXHIBITSANDFINANCIALSTATEMENTSCHEDULES


1The following financial statements, which include the statements of the company and its consolidated subsidiaries, were filed as part of our Annual Report on Form 10-K on March 2, 2015:Reports of Independent Registered Public Accounting FirmConsolidated Balance Sheets as of December 31, 2014 and 2013Consolidated Statements of Operations for the years ended December 31, 2014, 2013 and 2012Consolidated Statements of Changes in Net Assets for the years ended December 31, 2014, 2013 and 2012Consolidated Statements of Cash Flows for the years ended December 31, 2014, 2013 and 2012Consolidated Schedule of Investments as of December 31, 2014Consolidated Schedule of Investments as of December 31, 2013Notes to Consolidated Financial StatementsThe following financial statements of RadioPharmacy Investors, LLC are filed as part of this Amendment No 1 on Form 10-K/A:Independent Auditors' ReportConsolidated Balance Sheets as of December 31, 2014 and 2013Consolidated Statements of Operations for the years ended December 31, 2014 and 2013Consolidated Statements of Changes in Members' Equity for the years ended December 31, 2014 and 2013Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013Notes to the Consolidated Financial Statements2The following financial statement schedule was filed as part of our Annual Report on Form 10-K on March 2, 2015:Schedule 12-14 Investments in and Advances to Affiliates3Exhibits required to be filed by Item 601 of Regulation S-K





Exhibits


The following table lists exhibits filed as part of this report, according to the number assigned to them in Item 601 of Regulation S-K.  All exhibits listed in the following table are incorporated by reference except for those exhibits denoted in the last column.  Please note that the agreements included as exhibits to this Form 10-K/A are included to provide information regarding their terms and are not intended to provide any other factual or disclosure information about us or the other parties to the agreements.  The agreements contain representations and warranties by each of the parties to the applicable agreement that have been made solely for the benefit of the other parties to the applicable agreement and may not describe the actual state of affairs as of the date they were made or at any other time.


Incorporated by ReferenceExhibitNo.DescriptionForm and SECFile No.Filing Datewith SECExhibit No.Filed withthis 10-K/ACertificate of Incorporation and Bylaws3.1Restated Certificate of Incorporation of MCG Capital Corporation8-K(0-33377)May 31, 20053.13.2Amended and Restated Bylaws of MCG Capital Corporation8-K(0-33377)April 11, 20123.1Instruments Defining the Rights of Security Holders4.1Specimen Common Stock CertificateN-2(333-64596)November 1, 200199.d.14.2Third Amended and Restated Registration Rights Agreement by and among MCG Capital Corporation and certain stockholders10-K(0-33377)April 1, 200210.1Material Contracts—Custody Agreements10.1Amended and Restated Custody Agreement by and between MCG Capital Corporation and Wells Fargo Bank, National Association, dated December 11, 200810-K(0-33377)March 9, 200910.2Material Contracts—Leases10.2Deed of Lease by and between BFP Potomac Tower Co. LLC, as landlord, and MCG Capital Corporation, as tenant, dated as of February 28, 201410-K(0-33377)March 5, 201410.5





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Incorporated by ReferenceExhibitNo.DescriptionForm and SECFile No.Filing Datewith SECExhibit No.Filed withthis 10-K/AMaterial Contracts—Management Contracts and Compensation Plans10.3#MCG Capital Corporation 401(k) Plan10-K(0-33377)March 5, 201310.1210.4#MCG Capital Corporation Dividend Reinvestment PlanN-2(333-64596)November 1, 200199.e10.5#MCG Capital Corporation Third Amended and Restated 2006 Non-Employee Director Restricted Stock Plan8-K(0-33377)8-K/A(0-33377)June 1, 2010June 2, 201010.210.210.6#MCG Capital Corporation Third Amended and Restated 2006 Employee Restricted Stock Plan8-K(0-33377)8-K/A(0-33377)June 1, 2010June 2, 201010.110.110.7#Form of Restricted Stock Agreement for Non-Employee Members of the Board of Directors (pursuant to the Third Amended and Restated 2006 Non-Employee Director Restricted Stock Plan)10-Q(0-33377)August 5, 201010.410.8#Form of Restricted Stock Agreement for Employees (pursuant to the Third Amended and Restated 2006 Employee Restricted Stock Plan)10-Q(0-33377)August 5, 201010.310.9#Form of Restricted Stock Agreement for MCG Executive Employee (pursuant to the Third Amended and Restated 2006 Employee Restricted Stock Plan).8-K(0-33377)March 15, 201210.310.10#Letter Agreement between MCG Capital Corporation and B. Hagen Saville dated April 21, 2014.8-K(0-33377)April 21, 201410.210.11#Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Tod K. Reichert, dated August 2, 201110-Q(0-33377)August 4, 201110.610.12#Amendment No. 1 to Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Tod K. Reichert, dated as of March 5, 201410-K(0-33377)March 5, 201410.1910.13#Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Keith Kennedy, dated as of March 5, 201410-K(0-33377)March 5, 201410.2010.14#Amendment No. 1 to Severance, Confidentiality and Non-Solicitation Agreement by and between MCG Capital Corporation and Keith Kennedy dated April 21, 2014.8-K(0-33377)April 21, 201410.310.15#MCG Capital Corporation 2011 Severance Pay Plan, dated August 3, 201110-Q(0-33377)August 4, 201110.410.16#Amendment No. 1 to MCG Capital Corporation 2011 Severance Pay Plan.8-K(0-33377)March 15, 201210.110.17#Amendment No. 2 to MCG Capital Corporation Severance Pay Plan10-Q(0-33377)July 31, 201210.1Code of Ethics14.1Amended and Restated Code of Business Conduct and Ethics, effective as of March 15, 20128-K(0-33377)March 15, 201214.1Subsidiaries of the Registrant21Subsidiaries of MCG Capital Corporation and Jurisdiction of Incorporation/Organization10-K(0-33377)March 2, 201521Consents of Experts23.1Consent of Ernst & Young LLP, independent registered public accounting firm10-K(0-33377)March 2, 201523.123.2Consent of Warren Averett, LLC, independent registered certified public accountants, relating to the financial statements of RadioPharmacy Investors, LLC*Certifications31.1Certification of Chief Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002*31.2Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of Sarbanes-Oxley Act of 2002*32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002†32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002†





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Incorporated by ReferenceExhibitNo.DescriptionForm and SECFile No.Filing Datewith SECExhibit No.Filed withthis 10-K/AFinancial Statements of Significant Subsidiary Not Consolidated99.1RadioPharmacy Investors, LLC and Subsidiary Consolidated Financial Statements as of December 31, 2014 and 2013 and for each of the years then ended.*


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|* | Filed herewith.

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|† | Furnished herewith.

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|# | Management contracts or compensatory plans or arrangements required to be filed as an exhibit herein pursuant to Item 15(a) of Form 10-K.







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SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 31, 2015.


MCG CAPITAL CORPORATIONBy:/s/ KEITHKENNEDYKeith KennedyPresident and Chief Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this Report on Form 10-K/A has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


SignatureTitleDate/s/ KEITHKENNEDYPresident and Chief Executive Officer(Principal Executive Officer)March 31, 2015Keith Kennedy/s/ BEVERLYJANEALLEYChief Financial Officer(Principal Financial and Accounting Officer)March 31, 2015Beverly Jane Alley/s/ RICHARDW.NEUChairman of the Board and DirectorMarch 31, 2015Richard W. Neu/s/ KIMD. KELLYDirectorMarch 31, 2015Kim D. Kelly/s/ KENNETHJ. O’KEEFEDirectorMarch 31, 2015Kenneth J. O’Keefe/s/ GAVINSAITOWITZDirectorMarch 31, 2015Gavin Saitowitz