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6106 Federal Register / Vol. 71, No.

24 / Monday, February 6, 2006 / Notices

integrity for the interval between Summary of Application: Applicant, yields and potential for equity
inspections or adopt alternative TS American Capital Strategies, Ltd., appreciation. Applicant’s investment
requirements for ensuring SG tube requests an order approving its 2000 decisions are either made by its board
integrity, and Disinterested Director Stock Option of directors (the ‘‘Board’’), based on
2. Require addressees to provide a Plan (the ‘‘Plan’’) and the grant of recommendations of an investment
written response to the NRC in certain stock options under the Plan. committee comprised of senior officers
accordance with Title 10 of the Code of Filing Dates: The application was of applicant, or, for investments that
Federal Regulations, Section 50.54(f). filed on April 24, 2002 and amended on meet certain objective criteria
This Federal Register notice is January 24, 2006. established by the Board, by the
available through the NRC’s Hearing or Notification of Hearing: An investment committee, under authority
Agencywide Documents Access and order granting the application will be delegated by the Board. Applicant does
Management System (ADAMS) under issued unless the Commission orders a not have an external investment adviser
accession number ML060240020. hearing. Interested persons may request within the meaning of section 2(a)(20) of
DATES: The GL was issued on January a hearing by writing to the the Act.
20, 2006. Commission’s Secretary and serving 2. Applicant requests an order under
applicant with a copy of the request, section 61(a)(3)(B) of the Act approving
ADDRESSES: Not applicable.
personally or by mail. Hearing requests the Plan, which provides for the grant
FOR FURTHER INFORMATION CONTACT: should be received by the Commission of options to purchase shares of
Kenneth Karwoski at 301–415–2752 or by 5:30 p.m. on February 27, 2006, and applicant’s common stock to directors
by e-mail kjk1@nrc.gov or David should be accompanied by proof of who are neither officers nor employees
Beaulieu at 301–415–3243 or e-mail service on applicant, in the form of an of applicant (‘‘Non-employee
dpb@nrc.gov. affidavit or, for lawyers, a certificate of Directors’’).2 Applicant has a nine
SUPPLEMENTARY INFORMATION: NRC GL service. Hearing requests should state member Board. Six of the seven current
2006–01 may be examined, and/or the nature of the writer’s interest, the members of the Board are not
copied for a fee, at the NRC’s Public reason for the request, and the issues ‘‘interested persons’’ (as defined in
Document Room at One White Flint contested. Persons who wish to be section 2(a)(19) of the Act) of the
North, 11555 Rockville Pike (first floor), notified of a hearing may request applicant (‘‘Disinterested Directors’’).3
Rockville, Maryland. Publicly available notification by writing to the The Board initially approved the Plan at
records will be accessible electronically Commission’s Secretary. a meeting held on March 30, 2000 and
from the Agencywide Documents ADDRESSES: Secretary, U.S. Securities amended the Plan on October 30, 2003
Access and Management System and Commission, 100 F Street, NE., and July 28, 2005. Applicant’s
(ADAMS) Public Electronic Reading Washington, DC 20549–1090; stockholders approved the Plan at the
Room on the Internet at the NRC Web Applicant, 2 Bethseda Metro Center, annual meeting of stockholders held on
site, http://www.nrc.gov/NRC/ADAMS/ 14th Floor, Bethesda, Maryland 20814. May 3, 2000. The Plan would become
index.html. The ADAMS number for the FOR FURTHER INFORMATION CONTACT:
effective on the date that the
generic letter is ML060200385. Laura J. Riegel, Senior Counsel, at (202) Commission issues an order on the
If you do not have access to ADAMS 551–6873, or Nadya B. Roytblat, application (the ‘‘Order Date’’).
or if you have problems in accessing the 3. The Plan provides that on the Order
Assistant Director, at (202) 551–6821
documents in ADAMS, contact the NRC Date, options for 25,000 shares of
(Division of Investment Management,
Public Document Room (PDR) reference applicant’s common stock will be
Office of Investment Company
staff at 1–800–397–4209 or 301–415– granted to each of the six Non-employee
Regulation).
4737 or by e-mail to pdr@nrc.gov. Directors serving on the Board as of
SUPPLEMENTARY INFORMATION: The October 20, 2003 (the ‘‘Initial Grants’’).
Dated at Rockville, Maryland, this 27th day following is a summary of the
of January, 2006. Two-thirds of the options granted under
application. The complete application is the Initial Grants will vest on the Order
For The Nuclear Regulatory Commission. available for a fee at the Public Date and the remaining one-third of
Christopher I. Grimes, Reference Desk, U.S. Securities and such options will vest on the third
Director, Division of Policy and Rulemaking, Exchange Commission, 100 F Street, anniversary of October 20, 2003. In the
Office of Nuclear Reactor Regulation. NE., Washington, DC 20549–0102 (tel. event that any of the six Non-employee
[FR Doc. E6–1569 Filed 2–3–06; 8:45 am] 202–551–5850). Directors are not directors on the Order
BILLING CODE 7590–01–P
Applicant’s Representations Date or leave the Board before their
options vest fully, persons who join the
1. Applicant, a Delaware corporation, Board as Non-employee Directors will
SECURITIES AND EXCHANGE is a business development company be eligible to receive options for 15,000
COMMISSION (‘‘BDC’’) within the meaning of section shares of applicant’s common stock (the
2(a)(48) of the Act.1 Applicant’s primary ‘‘Other Grants’’). The options granted
[Investment Company Act Release No. business objectives are to increase its
27220; 812–12818] under the Other Grants will vest in three
net operating income and net asset equal installments of 5,000 shares on
American Capital Strategies, Ltd.; value by investing its assets in senior each of the three anniversaries of the
Notice of Application debt, subordinated debt with detachable date of the grant. The Plan provides that
warrants and equity of small to medium
January 31, 2006. sized businesses with attractive current 2 The Non-employee Directors receive a $50,000

AGENCY: Securities and Exchange per year retainer payment and $1,500 for each
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Commission (the ‘‘Commission’’). 1 Section 2(a)(48) defines a BDC to be any closed- Board or committee meeting attended, and
end investment company that operates for the reimbursement of related expenses. Prior to July 1,
ACTION: Notice of an application for an purpose of making investments in securities 2005, the retainer payment was set at a rate of
order under section 61(a)(3)(B) of the described in sections 55(a)(1) through 55(a)(3) of the $25,000 per year.
Investment Company Act of 1940 (the Act and makes available significant managerial 3 The Board presently has two vacancies. All of

‘‘Act’’). assistance with respect to the issuers of such the Non-employee Directors are Disinterested
securities. Directors.

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Federal Register / Vol. 71, No. 24 / Monday, February 6, 2006 / Notices 6107

a maximum of 150,000 shares of Applicant has no outstanding warrants, addition to their duties as Board
applicant’s common stock may be options, or rights to purchase its voting members generally, applicant states that
issued to Non-employee Directors as a securities, other than the options the Non-employee Directors provide
group. Under the Plan, no single Non- granted or to be granted to its directors, guidance and advice on operational
employee Director may receive options officers, and employees under the Other issues, underwriting policies, credit
to purchase more than 25,000 shares of Plans and the Plan. policies, asset valuation and strategic
applicant’s common stock. direction, as well as serving on
4. Under the terms of the Plan, the Applicant’s Legal Analysis
committees. Applicant believes that the
exercise price of an option will not be 1. Section 63(3) of the Act permits a Plan will provide significant at-risk
less than 100% of the current market BDC to sell its common stock at a price incentives to Non-employee Directors to
value of, or if no such market value below current net asset value upon the remain on the Board and devote their
exists, the current net asset value per exercise of any option issued in best efforts to ensure applicant’s
share of, applicant’s common stock on accordance with section 61(a)(3) of the success. Applicant states that the
the date of the issuance of the option.4 Act. Section 61(a)(3)(B) of the Act options will provide a means for the
Options granted under the Plan will provides, in pertinent part, that a BDC Non-employee Directors to increase
expire ten years from the date of grant may issue to its non-employee directors their ownership interests in applicant,
and may not be assigned or transferred options to purchase its voting securities thereby ensuring close identification of
other than by will or the laws of descent pursuant to an executive compensation their interests with those of applicant
and distribution. In the event of the plan, provided that: (a) The options and its stockholders. Applicant asserts
death or disability of a Non-employee expire by their terms within ten years; that by providing incentives such as
Director during such director’s service, (b) the exercise price of the options is options, applicant will be better able to
all such director’s unexercised options not less than the current market value maintain continuity in the Board’s
will immediately become exercisable of the underlying securities at the date membership and to attract and retain
and may be exercised for a period of of the issuance of the options, or if no the highly experienced, successful and
three years following the date of death market exists, the current net asset value dedicated business and professional
(by such director’s personal of the voting securities; (c) the proposal people who are critical to applicant’s
representative) or one year following the to issue the options is authorized by the success as a BDC.
date of disability, but in no event after BDC’s shareholders, and is approved by 4. Applicant states that the maximum
the respective expiration dates of such order of the Commission upon number of voting securities that would
options. In the event of the termination application; (d) the options are not result from the exercise of all
of a Non-employee Director for cause, transferable except for disposition by outstanding options issued or options
any unexercised options will terminate gift, will or intestacy; (e) no investment issuable to the directors, officers, and
immediately. If a Non-employee adviser of the BDC receives any employees under the Other Plans and
Director’s service is terminated for any compensation described in section
the Plan would be 12,240,580 shares, or
reason other than by death, disability, or 205(a)(1) of the Investment Advisers Act
approximately 10.3% of applicant’s
for cause, the options may be exercised of 1940, except to the extent permitted
common stock outstanding as of
within one year immediately following by clause (b)(1) or (b)(2) of that section;
December 30, 2005, which is below the
the date of termination, but in no event and (f) the BDC does not have a profit-
percentage limitations in the Act.
later than the expiration date of such sharing plan as described in section
Applicant asserts that, given the
options. 57(n) of the Act.
2. In addition, section 61(a)(3) of the relatively small amount of common
5. Applicant’s officers and employees,
Act provides that the amount of the stock issuable upon the exercise of the
including employee directors are
BDC’s voting securities that would options under the Plan, the exercise of
eligible or have been eligible to receive
result from the exercise of all options would not, absent extraordinary
options under applicant’s six other
outstanding warrants, options, and circumstances, have a substantial
stock option plans under which Non-
rights at the time of issuance may not dilutive effect on the net asset value of
employee Directors are not entitled to
participate (the ‘‘Employee Plans’’). exceed 25% of the BDC’s outstanding applicant’s common stock.
Non-employee Directors have voting securities, except that if the For the Commission, by the Division of
participated in applicant’s prior amount of voting securities that would Investment Management, pursuant to
Disinterested Director stock option plan result from the exercise of all delegated authority.
under which options for all available outstanding warrants, options, and Jill M. Peterson,
shares have been granted (such plan rights issued to the BDC’s directors, Assistant Secretary.
together with the Employee Plans, the officers, and employees pursuant to an [FR Doc. E6–1542 Filed 2–3–06; 8:45 am]
‘‘Other Plans’’). The maximum number executive compensation plan would BILLING CODE 8010–01–P
of applicant’s voting securities that exceed 15% of the BDC’s outstanding
would result from the exercise of all voting securities, then the total amount
outstanding options issued or options of voting securities that would result SECURITIES AND EXCHANGE
issuable to the directors, officers, and from the exercise of all outstanding COMMISSION
employees under the Other Plans and warrants, options, and rights at the time
[Release No. IC–27221]
the Plan would be 12,240,580 shares, or of issuance will not exceed 20% of the
approximately 10.3% of the 118,913,029 outstanding voting securities of the Notice of Applications for
shares of applicant’s common stock BDC. Deregistration Under Section 8(f) of the
outstanding as of December 30, 2005. 3. Applicant represents that the terms Investment Company Act of 1940
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of the Plan meet all the requirements of


4 Under the Plan, ‘‘current market value’’ (defined section 61(a)(3)(B) of the Act. Applicant January 31, 2006.
as ‘‘fair market value’’) is generally the closing sales states that the Board is actively involved The following is a notice of
price of applicant’s shares as quoted on the Nasdaq
National Market, or alternatively, on the exchange
in the oversight of applicant’s affairs applications for deregistration under
where applicant’s shares are traded, on the day the and that it relies extensively on the section 8(f) of the Investment Company
option is granted. judgment and experience of its Board. In Act of 1940 for the month of January,

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