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| BHCG.OB > SEC Filings for BHCG.OB > Form 8-K on 26-Nov-2008 | All Recent SEC Filings |
26-Nov-2008
Entry into a Material Definitive Agreement, Financial Statements
On November 26, 2008, Blackhawk Capital Group BDC, Inc., a Delaware corporation (the "Company") and Barak Asset Management, LLC, a Delaware limited liability company ("Barak") entered into Amendment No. 1 ("Amendment") to the Investment Advisory Management Agreement dated October 31, 2006 ("Investment Advisory Agreement") between the Company and Barak. Pursuant to the Amendment, the Company and Barak agreed that (a) the term of the Investment Advisory Agreement would be extended from October 31, 2008 to October 31, 2009 and (b) the fee schedule attached as Exhibit 1 to the Investment Advisory Agreement would be revised to reflect a different fee structure for Barak based upon Company assets under management. The Amendment is attached to this Form 8-K as Exhibit 10.1 and is incorporated hereby by reference, and was approved by unanimous written consent of the Board of Directors of the Company, including the consent of all independent directors of the Company.
On November 25, 2008, the Board of Directors of the Company approved, by unanimous written consent with all independent directors of the Company consenting to the resolution, the payment of rent of $4,000 per month to The Concorde Group, Inc. ("Concorde"), the controlling stockholder and affiliate of the Company. The Company subleases space from Concorde at 14 Wall Street, 11th Floor, New York, New York 10005 and has been subleasing space from Concorde since 2004 without the payment of any rent. The Board of Directors of the Company believes that the $4,000 monthly rental payment to Concorde is fair to and in the best interests of the Company and its stockholders, and does not involve overreaching on behalf of Concorde and the Company.
On November 25, 2008, the Board of Directors approved the Company's Stock Option Plan ("Stock Option Plan") by unanimous written consent, with all independent directors consenting to the approval of the Stock Option Plan. Adoption of the Stock Option Plan is conditioned upon the approval and vote of stockholders owning a majority of the outstanding shares of common stock of the Company. Pursuant to the Stock Option Plan, options for 3,000,000 shares of common stock are available for grant to the Company's officers, directors and key employees. To date, no grants have been made under the Stock Option Plan. A grant must be approved by the stock option Committee of the Company, which has not been formed yet but will consist of all independent directors, and be set forth in a stock option agreement between the Company and the optionee. The Stock Option Plan is subject to the provisions of the Investment Company Act, as amended ("Investment Company Act") applicable to business development companies. The Company plans to obtain majority stockholder approval of the Stock Option Plan by written consent of stockholders under Delaware General Corporation Law and then (i) send an information statement to its stockholders concerning such action and (ii) file a Schedule 14C under the Securities Exchange Act of 1934, as amended, with the Securities and Exchange Commission, if such majority stockholder approval is obtained by written consent.
The following is attached hereto and incorporated herein as an Exhibit.
Exhibit 10.1 Amendment No. 1 dated November 26, 2008 to Investment Advisory Management Agreement dated October 31, 2006 between Blackhawk Capital Group BDC, Inc. and Barak Asset Management, LLC
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