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**UNITED STATES**SECURITIES ANDEXCHANGE COMMISSION

**WASHINGTON, DC 20549**

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**FORM 10-K/A**

**(AmendmentNo. 1)**

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| **(Mark One)**                        |
|---------------------------------------|
| **x**                                 | **ANNUAL REPORT PURSUANT TO SECTION 13 OR  15(D) OF THE SECURITIES EXCHANGE ACT OF 1934** |
| ** **                            | ** ** |
| ** **                            | **for the fiscal year ended September 30,  2008** |
| ** **                            | ** ** |
| **OR**                                |
| ** **                            | ** ** |
| **o**                                 | **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 814-00237** |

 

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**GLADSTONE CAPITAL CORPORATION**

(Exact name of registrant as specified in its charter)

 

| **Maryland**                                                     | ** ** | **54-2040781**                        |
|------------------------------------------------------------------|------------|---------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (I.R.S. Employer  Identification No.) |
|                                                             |       |                                  |
| **1521  Westbranch Drive, Suite 200  McLean, Virginia**     | ** ** | **22102**                             |
| (Address of  principal executive offices)                        |       | (Zip Code)                            |

** **

**(703) 287-5800**

(Registrant’s telephone number, including area code)

 

Securitiesregistered pursuant to Section 12(b) of the Act: **Common Stock, $0.001 par value per share**

 

Securitiesregistered pursuant to Section 12(g) of the Act: ** None**

 

Indicate by check mark if the registrantis a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.YES oNO x.

 

Indicate by check mark if the registrantis not required to file reports pursuant to Section 13 or Section 15(d) ofthe Act.YES oNO x.

 

Indicateby check mark whether the registrant (1) has filed all reports required tobe filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past90 days.   YES  x  NO  o

 

Indicateby check mark if disclosure of delinquent filers pursuant to Item 405 ofRegulation S-K is not contained herein, and will not be contained, to thebest of registrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this 10-K or any amendment tothis Form 10-K. o

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, a non-accelerated filer or a smaller reporting company (asdefined in Rule 12b-2 of the Exchange Act). See thedefinitions of “large accelerated filer,” “accelerated filer,” and “smallerreporting company” in Rule 12 b-2 of the Exchange Act. LargeAccelerated filer  o Acceleratedfiler  x  Non-Acceleratedfiler  o Smaller reportingcompany o.

 

Indicate bycheck mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES o NO x.

 

Theaggregate market value of the voting stock held by non-affiliates of theRegistrant on March 31, 2008, based on the closing price on that date of$18.71 on the Nasdaq Global Select Market, was $371,218,353. For the purposesof calculating this amount only, all directors and executive officers of theRegistrant have been treated as affiliates.

 

Therewere 21,087,574 shares of the Registrant’s Common Stock, $0.001 par value,outstanding as of November 30, 2008.

 

**Documents Incorporated byReference.** Portions of the Registrant’s Proxy Statementrelating to the Registrant’s 2009 Annual Meeting of Stockholders areincorporated by reference into Part III of this Report.

 

 

 

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**EXPLANATORY NOTE**

 

This Amendment No. 1 on Form 10-K/A (this “Amendment”)amends the Registrant’s Annual Report on Form 10-K for the year ended September 30,2008, which the Registrant previously filed with the Securities and ExchangeCommission on December 2, 2008 (the “Original Filing”). The Registrant isfiling this Amendment solely to add the stock performance graph requiredpursuant to Item 5 of Form 10-K, which was inadvertently omitted from itsannual report to stockholders.  Inaddition, as required by Rule 12b-15 under the Securities Exchange Act of1934, new certifications by our principal executive officer and principalfinancial officer are filed as exhibits to this Amendment.  Except as described above, the OriginalFiling has not been amended, updated or otherwise modified.

 

**PART II**

 

**Item 5. Market for Registrant’s Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities**

 

**Performance MeasurementComparison (1)**

 

The following graph showsthe cumulative total stockholder return on an investment of $100 in cash on September 30,2003 for (i) our common stock, (ii) the Standard & Poor’s500 Index (the “S&P 500”) and (iii) our peer group.  Our peer group is composed of Allied CapitalCorporation and American Capital Strategies, Ltd.  We are primarily a mezzanine lender thatfocuses on investments in senior, senior subordinated, and junior subordinateddebt as well as warrants and other equity-like instruments.  The companies that we have selected for ourpeer group are also business development companies and engage in similarinvestment activity; however, they have a higher focus on equity investmentsand buyout transactions than we do.  Wewish to include companies that share a more closely aligned focus in theirinvestment activities in our peer group, and believe that companies such asAres Capital Corporation and Apollo Investment Corporation more closely shareour investment focus.  However, due tothe fact that these companies have less than five years of history as publiclytraded companies, we did not have sufficient data available to include thesecompanies in our peer group.  Thus, ourpeer group has not been modified.  Thereturns of each company assume reinvestment of dividends and have been weightedaccording to their respective stock market capitalization for purposes ofarriving at a peer group average.

 

 
| ** ** | ** ** | **Peer Group** | ** ** | **GLAD** | ** ** | **S&P 500** | ** ** |
|------------|------------|---------------------|------------|----------|------------|----------------------|------------|
| 9/30/2003  |       | $                   | 100.00     |     | $          | 100.00               |       | $ | 100.00 |   |
| 9/30/2004  |       | $                   | 117.87     |     | $          | 128.84               |       | $ | 111.91 |   |
| 9/30/2005  |       | $                   | 150.57     |     | $          | 136.21               |       | $ | 123.38 |   |
| 9/30/2006  |       | $                   | 174.13     |     | $          | 143.21               |       | $ | 134.13 |   |
| 9/30/2007  |       | $                   | 193.38     |     | $          | 136.91               |       | $ | 153.29 |   |
| 9/30/2008  |       | $                   | 100.53     |     | $          | 117.88               |       | $ | 116.95 |   |

 

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(1) This section isnot “soliciting material,” is not deemed “filed” with the Securities andExchange Commission, and is not to be incorporated by reference in any of ourfilings under the Securities Act of 1933 or the Securities Exchange Act of1934, whether made before or after the date hereof and irrespective of anygeneral incorporation language contained in any such filing.

 

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**SIGNATURES**

 

Pursuant to therequirements of Section 13 or 15(d) of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

 
|                             | **GLADSTONE CAPITAL CORPORATION** |
|-----------------------------|-----------------------------------|
| ** **                  | ** **                        | ** ** |
| Date: January 13, 2009 | By:                               | /s/ GRESFORD GRAY |
|                        |                              | Gresford Gray |
|                        |                              | Chief Financial Officer |

 

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**Exhibit List**

 
| **Exhibit** | ** ** | **Description**                                                                                      |
|-------------|------------|------------------------------------------------------------------------------------------------------|
| 31.1        |       | Certification of Chief Executive Officer  pursuant to section 302 of The Sarbanes-Oxley Act of 2002. |
|        |       |                                                                                                 |
| 31.2        |       | Certification of Chief Financial Officer  pursuant to section 302 of The Sarbanes-Oxley Act of 2002. |

 

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