**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,DC 20549**

 

----

 

**FORM 10-K/A**

 

**Amendment No. 1**

 

**(Mark One)**
| **ý**                           |   | **ANNUAL  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES  EXCHANGE ACT OF 1934**                                                                                                                    |
|--------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                 |   | **for the fiscal year ended  September 30, 2003**                                                                                                                                                             |
| **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** |

 

----

 

**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.) |
|                                                            |   |                                  |
| **1616 Anderson Road, Suite 208  McLean, Virginia**             |   | **22102**                             |
| (Address of principal executive offices)                        |   | (Zip Code)                            |
|                                                            |   |                                  |
| **(703) 286-7000**                                         |
| (Registrant’s telephone number, including  area code)      |

 

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

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

 

Indicate by check mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past90 days.   YES  ý  NO  o

 

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

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Rule 12b-2 of the Exchange Act).

YES  ý  NO  o

 

The aggregate market value of the voting stock held by non-affiliatesof the Registrant on March 31, 2003, based on the closing price on that date of$16.18 on the Nasdaq National Market, was $151,129,970. For the purposes ofcalculating this amount only, all directors and executive officers of theRegistrant have been treated as affiliates.

 

There were 10,081,844 shares of the Registrant’s Common Stock, $0.001par value, outstanding as of December 9, 2003.

 

**DocumentsIncorporated by Reference.**  Portions of the Registrant’s Proxy Statement relating to theRegistrant’s 2004 Annual Meeting of Stockholders are incorporated by referenceinto Part III of this Report.

 

 

----

 

**EXPLANATORYNOTE**

 

GladstoneCapital Corporation (the “Company”) is filing this Amendment No. 1 on Form 10-K(this “Amendment”) to amend the Company’s Annual Report on Form 10-K for thefiscal year ended September 30, 2003, as filed with the Securities and ExchangeCommission on December 11, 2003 (the “Original 10-K”).  The purpose of this Amendment is to providecertain information in Item 12 of Part III of the Company’s Form 10-K for thefiscal year ended September 30, 2003 that was to be incorporated by referencefrom the Company’s 2004 Proxy Statement. The complete text, as amended, of Item 12 of Part III is set forthbelow.

 

As a result,the rules of the Securities and Exchange Commission require that certainexhibits previously provided in Item 15 be provided again.  Item 15 is therefore amended to provide thecertifications required by the Sarbanes-Oxley Act of 2002 as Exhibits 31.3,31.4, 32.3 and 32.4.

 

This amendmentis limited in scope to the portions of the Annual Report set forth above anddoes not amend, update, or change any other items or disclosures contained inthe Annual Report.  Accordingly, allother items that remain unaffected are omitted in this filing.  None of the amendments to the Annual Reportreflected in this amended Form 10-K resulted in a change to or restatement ofthe financial statements or other financial information included in the AnnualReport.

 

This amendedForm 10-K continues to speak as of the date of its original filing and we havenot updated any disclosure to reflect any events that occurred at anysubsequent date.  The filing of thisamended Form 10-K shall not be deemed an admission that the Original 10-K, whenmade, included any untrue statement of a material fact or omitted to state amaterial fact necessary to make a statement therein not misleading.

 

----

 

**Item 12.  Security Ownership of Certain Beneficial Owners and Management**

 

Theinformation required by Item 403 of Regulation S-K is incorporated by referencefrom our 2004 Proxy Statement under the caption “Security Ownership of CertainBeneficial Owners and Management.”

 

The followingtable gives information about our common stock that may be issued upon theexercise of options, warrants and rights under all of our existing equitycompensation plans as of September 30, 2003.

 

**Equity Compensation Plan Information**

 
|                                                        |   | **Number of securities to be  issued upon exercise of  outstanding options,  warrant options, and rights  (a)** |   | **Weighted-average  exercise price of  outstanding options,  warrants and rights  (b)** |   | **Number of securities  remaining available for  future issuance under  equity compensation  plans (excluding  securities reflected in  column (a))  (c)** |   |
|-------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| Equity compensation plans approved by  security holders     |   | 971,664                                                                                                         |   | 15.71                                                                                   |   | 420,000                                                                                                                                                    |   |
| Equity compensation plans not approved by  security holders |   | 0                                                                                                               |   | n/a                                                                                     |   | n/a                                                                                                                                                        |   |
| Total                                                       |   | 971,664                                                                                                         |   | 15.71                                                                                   |   | 420,000                                                                                                                                                    |   |

 

**Item 15. Exhibits, FinancialStatement Schedules, and Reports on Form 8-K**

 

**a.             DOCUMENTS FILED ASPART OF THIS REPORT**

 

1.                                       Thefollowing financial statements are filed as part of this report on Form 10-K

 

 
| Reports of Independent Auditors†                                                                                                                                                                                                  |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Consolidated Balance  Sheets as of September 30, 2003 and September 30, 2002†                                                                                                                                           |
| Consolidated  Schedule of Investments as of September 30, 2003†                                                                                                                                                         |
| Consolidated  Schedule of Investments as of September 30, 2002†                                                                                                                                                         |
| Consolidated Statements of Operations for the years ended  September 30, 2003 and September 30, 2002 and the period  May 30, 2001 (inception) through September 30, 2001†                                     |
| Consolidated Statement of Stockholders Equity for the years ended  September 30, 2003 and September 30, 2002 and September 30, 2002  and the period May 30, 2001 (inception) through September 30, 2001† |
| Consolidated Statements of Cash Flows for the years ended  September 30, 2003 and September 30, 2002 and the period  May 30, 2001 (inception) through September 30, 2001†                                     |
| Notes to Financial  Statements †                                                                                                                                                                                                  |

 

2.                                       Financialstatement schedules

 

Nofinancial statement schedules are filed herewith because (1) suchschedules are not required or (2) the information has been presented inthe aforementioned financial statements.

 

3.             Exhibits

 

Thefollowing exhibits are filed as part of this report or hereby incorporated byreference to exhibits previously filed with the SEC:

 
| 3.1 |   | Articles of  Amendment and Restatement of the Articles of Incorporation, incorporated by  reference to Exhibit a.2 to Pre-Effective Amendment No. 1 to the  Registration Statement on Form N-2 (File No. 333-63700), filed  July 27, 2001. |
|-----|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.2 |   | By-laws,  incorporated by reference to Exhibit b to Pre-Effective Amendment  No. 1 to the Registration                                                                                                                                                    |

 

2

----

 
|   |   | Statement  on Form N-2 (File No. 333-63700), filed July 27, 2001.                                                                                                                                                                                                                                                                                               |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 4.1    |   | Form of  Direct Registration Transaction Advice for the Company’s common stock, par  value $0.001 per share, the rights of holders of which are defined in  exhibits 3.1 and 3.2, incorporated by reference to Exhibit d to  Pre-Effective Amendment No. 1 to the Registration Statement on  Form N-2 (File No. 333-63700), filed July 27, 2001. |
| 4.2    |   | Specimen  Stock Certificate, incorporated by reference to Exhibit d.2 to Pre-Effective  Amendment No. 3 to the Registration Statement on Form N-2 (File  No. 333-63700), filed August 23, 2001.                                                                                                                                                       |
| 10.1*  |   | Employment  Agreement, dated June 25, 2001, between the Company and David Gladstone,  incorporated by reference to Exhibit k.2 to Pre-Effective Amendment  No. 1 to the Registration Statement on Form N-2 (File  No. 333-63700), filed July 27, 2001.                                                                                           |
| 10.2*  |   | Employment  Agreement, dated July 23, 2001, between the Company and Terry Lee  Brubaker, incorporated by reference to Exhibit k.3 to Pre-Effective Amendment  No. 1 to the Registration Statement on Form N-2 (File  No. 333-63700), filed July 27, 2001.                                                                                        |
| 10.3*  |   | Amendment  to Employment Agreement, dated August 8, 2001, between the Company and  David Gladstone, incorporated by reference to Exhibit k.4 to Pre-Effective  Amendment No. 2 to the Registration Statement on Form N-2 (File  No. 333-63700), filed August 10, 2001.                                                                           |
| 10.4*  |   | Employment  Agreement, dated September 12, 2002, between the Company and George  Stelljes III, incorporated by reference to Exhibit k.5 to Registration  Statement on Form N-2 (File No. 333-100385), filed October 7,  2002.                                                                                                                         |
| 10.5   |   | Promissory  Note of David Gladstone in favor of the Company, dated August 23, 2001,  incorporated by reference to Exhibit 10.4 to the Company’s Quarterly  Report on Form 10-Q for the period ended June 30, 2001, filed  October 4, 2001.                                                                                                       |
| 10.6   |   | Promissory  Note of Terry Brubaker in favor of the Company, dated August 23, 2001,  incorporated by reference to Exhibit 10.5 to the Company’s Quarterly  Report on Form 10-Q for the period ended June 30, 2001, filed  October 4, 2001.                                                                                                        |
| 10.7   |   | Promissory  Note of Harry Brill in favor of the Company, dated August 23, 2001,  incorporated by reference to Exhibit 10.6 to the Company’s Quarterly  Report on Form 10-Q for the period ended June 30, 2001, filed  October 4, 2001.                                                                                                           |
| 10.8   |   | Subscription  Agreement dated May 30, 2001, incorporated by reference to  Exhibit p to the Registration Statement on Form N-2 (File  No. 333-63700), filed June 22, 2001.                                                                                                                                                                             |
| 10.9   |   | Facility  Service License, dated November 1, 2001**,**  between the Company and Teqcorner, LLC, incorporated by reference to  Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the  fiscal year ended September 30, 2001 (File No. 814-00237), filed  December 21, 2001.                                                        |
| 10.10* |   | Amended and  Restated 2001 Equity Incentive Plan, incorporated by reference to  Exhibit i.1 to Pre-Effective Amendment No. 1 to the Registration  Statement on Form N-2 (File No. 333-63700), filed  July 27, 2001.                                                                                                                              |
| 10.11* |   | First  Amendment to Amended and Restated 2001 Equity Incentive Plan, incorporated by  reference to Exhibit i.3 to Pre-Effective Amendment No. 2 to the  Registration Statement on Form N-2 (File No. 333-63700), filed  August 10, 2001.                                                                                                         |
| 10.12* |   | Form of  Stock Option Agreement, incorporated by reference to Exhibit i.2 to  Pre-Effective Amendment No. 1 to the Registration Statement on  Form N-2 (File No. 333-63700), filed July 27, 2001.                                                                                                                                                |
| 10.13* |   | Form of  Early Exercise Stock Purchase Agreement, incorporated by reference to  Exhibit i.4 to Pre-Effective Amendment No. 3 to the Registration Statement  on Form N-2 (File No. 333-63700), filed August 23, 2001.                                                                                                                             |
| 10.14* |   | Second  Amendment to Amended and Restated 2001 Equity Incentive Plan, incorporated by  reference to Exhibit i.5 to the Registration Statement on Form N-2  (File No. 333-100385), filed October 7, 2002.                                                                                                                                                   |
| 10.15* |   | Third  Amendment to Amended and Restated 2001 Equity Incentive Plan, incorporated by  reference to Exhibit i.6 to Pre-Effective Amendment No. 2 to the Registration  Statement on Form N-2 (File No. 333-100385), filed February 28, 2003.                                                                                                                                     |
| 10.16  |   | Credit  Agreement dated as of May 19, 2003 between Gladstone Business Loan LLC  and CIBC World Markets Corporation, incorporated by reference to Exhibit 10.1  to the Company’s Quarterly Report on Form 10-Q for the quarter ended  June 30, 2003 (File No. 814-00237), filed August 14, 2003.                                                            |
| 10.17  |   | Amendment  No. 1 to Credit Agreement dated as of September 17, 2003.†                                                                                                                                                                                                                                                                                                |
| 10.18  |   | Facility  License Agreement, dated November 1, 2003, between the Company and  Teqcorner LLC.†                                                                                                                                                                                                                                                                        |
| 11     |   | Computation  of Per Share Earnings (included in the notes to the audited financial  statements contained in this report).†                                                                                                                                                                                                                                                |

 

3

----

 
| 21   |   | Subsidiaries  of the Registrant.†                                                                           |
|------|--------|------------------------------------------------------------------------------------------------------------------|
| 23.1 |   | Consent of  PricewaterhouseCoopers LLP.†                                                                    |
| 23.2 |   | Consent of  Ernst & Young LLP.†                                                                         |
| 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.† |
| 31.3 |   | Certification  of Chief Executive Officer pursuant to section 302 of The Sarbanes-Oxley  Act of 2002.       |
| 31.4 |   | Certification  of Chief Financial Officer pursuant to section 302 of The Sarbanes-Oxley  Act of 2002.       |
| 32.1 |   | Certification  of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley  Act of 2002.† |
| 32.2 |   | Certification  of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley  Act of 2002.† |
| 32.3 |   | Certification  of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley  Act of 2002.       |
| 32.4 |   | Certification  of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley  Act of 2002.       |

 

----

*                                         Denotesmanagement contract or compensatory plan or arrangement.

†                                          Previouslyfiled as an exhibit to the Original 10-K

 

**b.             REPORTS ONFORM 8-K**

 

OnAugust 14, 2003, the Company filed a Current Report on Form 8-K toindicate it had issued a press release announcing the financial result for thequarter ended June 30, 2003.

 

OnSeptember 11, 2002, the Company filed a Current Report on Form 8-K toindicate it had issued a press release announcing the declaration of the fiscalyear 2003 fourth quarter dividend.

 

4

----

 

**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused this report tobe signed on its behalf by the undersigned, thereunto duly authorized.

 
|                   | **GLADSTONE CAPITAL CORPORATION** |
|------------------------|-----------------------------------|
|                   |                              |   |
| Date: January 27, 2004 | By:                               | /s/ HARRY BRILL |
|                   |                              | Harry Brill |
|                   |                              | Chief Financial Officer and Treasurer |

 

5

----

 

EXHIBITINDEX

 
| **Exhibit  No.** |   | **Description of Exhibit**                                                                                 |   |
|------------------|--------|------------------------------------------------------------------------------------------------------------|--------|
| 31.3             |   | Certification  of Chief Executive Officer pursuant to section 302 of The Sarbanes-Oxley  Act of 2002. |   |
| 31.4             |   | Certification  of Chief Financial Officer pursuant to section 302 of The Sarbanes-Oxley  Act of 2002. |   |
| 32.3             |   | Certification  of Chief Executive Officer pursuant to section 906 of The Sarbanes-Oxley  Act of 2002. |   |
| 32.4             |   | Certification  of Chief Financial Officer pursuant to section 906 of The Sarbanes-Oxley  Act of 2002. |   |

 

6

----