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As filed with the Securities and Exchange Commission on March 28, 2001
Registration No. 333-45525
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF 1933
ALLIED CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 52-1081052
------------------------------- --------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number
incorporation or organization)
1919 Pennsylvania Avenue, N.W.
Washington, D.C. 20006-3434
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(Address of principal executive offices) (Zip Code)
ALLIED CAPITAL CORPORATION AMENDED STOCK OPTION PLAN
(Full title of the plan)
William L. Walton Copy to: Steven B. Boehm, Esq.
Chairman of the Board and Cynthia M. Krus, Esq.
Chief Executive Officer Sutherland, Asbill & Brennan LLP
Allied Capital Corporation 1275 Pennsylvania Avenue, N.W.
1919 Pennsylvania Avenue, N.W. Washington, D.C. 20004-2415
Washington, D.C. 20006-3434 (202) 383-0176
(202) 331-1112
(Name, address and telephone number
of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. / x /
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities to be Amount to be Offering Price Per Aggregate Offering Amount of
Registered Registered Share Price Registration Fee
---------------------------------------------------------------------------------------------------------
Common Stock 6,100,000 (1) $18.75 (3) $114,404,960 $28,601.24
=========================================================================================================
(1) 6,100,000 additional shares of common stock of Allied Capital Corporation
are being registered for issuance pursuant to the Allied Capital Corporation
Amended Stock Option Plan (the "Amended Stock Option Plan"). These shares
reflect an increase of 6,100,000 shares authorized under the Amended Stock
Option Plan. This Registration Statement also relates to an indeterminate number
of additional shares which may be necessary to adjust the number of shares
reserved for issuance pursuant to the Amended Stock Option Plan as the result of
a stock dividend or similar adjustment of the outstanding Common Stock pursuant
to 17 C.F.R. Section 230.416(a).
(3) Included solely for the purpose of calculating the registration fee. Such
estimate has been calculated in accordance with Rule 457(h) and Rule 457(c)
under the Securities Act of 1933 and is based upon the exercise price of
additional stock options already granted under the Allied Capital Corporation
Amended Stock Option Plan and upon the average of the high and low prices per
share of Allied Capital Corporation Common Stock on the Nasdaq National Market
System on March 23, 2001 with respect to shares not yet subject to options
granted under such Plan.
This registration statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended and 17
C.F.R. Section 230.462.
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EXPLANATORY NOTE
Allied Capital Corporation, a Maryland corporation (the "Registrant"),
hereby files this Post-Effective Amendment No. 1 to its Registration Statement
on Form S-8 (Registration No. 333-45525) (the "Registration Statement") with
the Securities and Exchange Commission on March 27, 2001 for the purpose of
registering an additional 6,100,000 shares of the Registrant's common stock
issuable upon the exercise of options granted pursuant to the Allied Capital
Corporation Amended Stock Option Plan (the "Plan"). Pursuant to General
Instruction E to Form S-8, the Registrant incorporates by reference herein the
contents of the previously filed Registration Statement, including the
information incorporated by reference.
Originally, 6,250,000 shares of the Registrant's common stock were authorized
for issuance under the Plan. The Board of Directors authorized the increase in
the aggregate number of shares, as well as certain other administrative changes,
at the 2000 Annual Meeting held on May 9, 2000. This Post-Effective Amendment
No. 1 covers the increase of 6,100,000 shares of common stock issuable under
the Plan, bringing the total number of authorized shares to 12,350,000.
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ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference
into this registration statement on Form S-8 (numbering corresponds to Exhibit
Table in Item 601 of Regulation S-K):
4 Allied Capital Corporation Amended Stock Option Plan*
5 Opinion and Consent of Sutherland Asbill & Brennan LLP
15 Omitted -- Not applicable
23 (a) Consent of Arthur Andersen LLP
(b) Consent of Counsel -- See Exhibit 5
24 Powers of Attorney (located in the signature page to this
Registration Statement filed on February 3, 1998)
----------------------
* Incorporated herein by reference from Exhibit A to the Proxy Statement
filed with the SEC on March 29, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Post Effective
Amendment No. 1 to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Washington, in the
District of Columbia, on the 27th day of March, 2001.
ALLIED CAPITAL CORPORATION
By: /s/ WILLIAM L. WALTON
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William L. Walton
Chief Executive Officer and
President
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated on March 27, 2001.
SIGNATURE TITLE
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/s/ WILLIAM L. WALTON Chairman of the Board, Chief Executive Officer, and
--------------------------------------------- President
William L. Walton
* Director
---------------------------------------------
Brooks H. Browne
* Director
---------------------------------------------
John D. Firestone
* Director
---------------------------------------------
Anthony T. Garcia
* Director
---------------------------------------------
Lawrence I. Hebert
* Director
---------------------------------------------
John I. Leahy
* Director
---------------------------------------------
Robert E. Long
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SIGNATURE TITLE
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* Director
---------------------------------------------
Warren K. Montouri
* Director
---------------------------------------------
Guy T. Steuart II
* Director
---------------------------------------------
T. Murray Toomey, Esq.
* Director
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Laura W. van Roijen
* Director
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George C. Williams
/s/ Penni F. Roll Principal and Chief Financial Officer (Principal
--------------------------------------------- Financial and Accounting Officer)
Penni F. Roll
/s/ Joan M. Sweeney
---------------------------------------------
Joan M. Sweeney
Attorney in Fact
* Signed by Joan M. Sweeney pursuant to a power of attorney signed by each
individual and filed with this registration statement on February 3, 1998.
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EXHIBIT INDEX
Exhibit Number Exhibit Name
5 Opinion and consent of Sutherland Asbill &
Brennan LLP
23 (a) Consent of Arthur Andersen LLP