UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 1)1
|
Saratoga Investment Corp.
|
|
(Name of Issuer)
|
|
Common Stock, par value $0.001 per share
|
|
(Title of Class of Securities)
|
|
80349A208
|
|
(CUSIP Number)
|
|
December 31, 2011
|
|
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
| o | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| o | Rule 13d-1(d) |
_______________
1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. 80349A208
|
1
|
NAME OF REPORTING PERSON
Raging Capital Fund, LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
116,731
|
||
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
|
SHARED DISPOSITIVE POWER
116,731
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
116,731
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.0%
|
||
|
12
|
TYPE OF REPORTING PERSON
PN
|
||
2
CUSIP NO. 80349A208
|
1
|
NAME OF REPORTING PERSON
Raging Capital Fund (QP), LP
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
192,268
|
||
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
|
SHARED DISPOSITIVE POWER
192,268
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
192,268
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.0%
|
||
|
12
|
TYPE OF REPORTING PERSON
PN
|
||
3
CUSIP NO. 80349A208
|
1
|
NAME OF REPORTING PERSON
Raging Capital Management, LLC
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
308,999
|
||
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
|
SHARED DISPOSITIVE POWER
308,999
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,999
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
|
||
|
12
|
TYPE OF REPORTING PERSON
OO
|
||
4
CUSIP NO. 80349A208
|
1
|
NAME OF REPORTING PERSON
William C. Martin
|
||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
|
|
|
3
|
SEC USE ONLY
|
||
|
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
- 0 -
|
|
|
6
|
SHARED VOTING POWER
308,999
|
||
|
7
|
SOLE DISPOSITIVE POWER
- 0 -
|
||
|
8
|
SHARED DISPOSITIVE POWER
308,999
|
||
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
308,999
|
||
|
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
¨
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
|
||
|
12
|
TYPE OF REPORTING PERSON
IN
|
||
5
CUSIP NO. 80349A208
|
Item 1(a).
|
Name of Issuer:
|
Saratoga Investment Corp.
|
Item 1(b).
|
Address of Issuer’s Principal Executive Offices:
|
535 Madison Avenue
New York, New York 10022
|
Item 2(a).
|
Name of Person Filing:
|
This statement is filed by Raging Capital Fund, LP, a Delaware limited partnership (“Raging Capital Fund”), Raging Capital Fund (QP), LP, a Delaware limited partnership (“Raging Capital Fund QP” and together with Raging Capital Fund, the “Raging Funds”), Raging Capital Management, LLC, a Delaware limited liability company (“Raging Capital”), and William C. Martin (“Mr. Martin”). Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”
Raging Capital is the general partner of each of the Raging Funds. Mr. Martin is the managing member of Raging Capital. By virtue of these relationships, each of Raging Capital and Mr. Martin may be deemed to beneficially own the Issuer’s Common Stock, par value $0.001 per share, owned directly by the Raging Funds.
|
Item 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The principal business address of each of the Reporting Persons is Ten Princeton Avenue, Rocky Hill, New Jersey 08553.
|
Item 2(c).
|
Citizenship:
|
The Raging Funds and Raging Capital are organized under the laws of the State of Delaware. Mr. Martin is a citizen of the United States of America.
|
Item 2(d).
|
Title of Class of Securities:
|
Common Stock, par value $0.001 per share (the “Shares”).
|
Item 2(e).
|
CUSIP Number:
|
80349A208
|
Item 3.
|
If this statement is filed pursuant to Section 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
|
|
|
|
/X/
|
Not Applicable
|
|
|
(a)
|
/ /
|
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
|
|
|
(b)
|
/ /
|
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).
|
6
CUSIP NO. 80349A208
|
|
(c)
|
/ /
|
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
|
|
|
(d)
|
/ /
|
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
|
|
|
(e)
|
/ /
|
Investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E).
|
|
|
(f)
|
/ /
|
Employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F).
|
|
|
(g)
|
/ /
|
Parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
/ /
|
Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
|
|
|
(i)
|
/ /
|
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3).
|
|
|
(j)
|
/ /
|
Non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
|
(k)
|
/ /
|
Group, in accordance with Section 240.13d-1(b)(1)(ii)(J).
|
|
Item 4.
|
Ownership.
|
All ownership information reported in this Item 4 is as of December 31, 2011.
Raging Capital Fund
|
|
(a)
|
Amount beneficially owned:
|
116,731 Shares
|
|
(b)
|
Percent of class:
|
3.0% (based upon 3,876,661 Shares outstanding, which is the total number of Shares outstanding as of January 12, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 12, 2012).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
116,731 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
116,731 Shares
7
CUSIP NO. 80349A208
Raging Capital Fund QP
|
|
(a)
|
Amount beneficially owned:
|
192,268 Shares
|
|
(b)
|
Percent of class:
|
5.0% (based upon 3,876,661 Shares outstanding, which is the total number of Shares outstanding as of January 12, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 12, 2012).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
192,268 Shares
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
192,268 Shares
Raging Capital
|
|
(a)
|
Amount beneficially owned:
|
308,999 Shares*
|
|
(b)
|
Percent of class:
|
8.0% (based upon 3,876,661 Shares outstanding, which is the total number of Shares outstanding as of January 12, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 12, 2012).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
8
CUSIP NO. 80349A208
|
|
(ii)
|
Shared power to vote or to direct the vote
|
308,999 Shares*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
308,999 Shares*
____________________
* Consists of the Shares owned directly by the Raging Funds.
Mr. Martin
|
|
(a)
|
Amount beneficially owned:
|
308,999 Shares*
|
|
(b)
|
Percent of class:
|
8.0% (based upon 3,876,661 Shares outstanding, which is the total number of Shares outstanding as of January 12, 2012 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 12, 2012).
|
|
(c)
|
Number of shares as to which such person has:
|
|
|
(i)
|
Sole power to vote or to direct the vote
|
0 Shares
|
|
(ii)
|
Shared power to vote or to direct the vote
|
308,999 Shares*
|
|
(iii)
|
Sole power to dispose or to direct the disposition of
|
0 Shares
|
|
(iv)
|
Shared power to dispose or to direct the disposition of
|
308,999 Shares*
____________________
* Consists of the Shares owned directly by the Raging Funds.
As the general partner of each of the Raging Funds, Raging Capital may be deemed to be the beneficial owner of the Shares owned directly by the Raging Funds. As the managing member of Raging Capital, Mr. Martin may be deemed to be the beneficial owner of the Shares owned directly by the Raging Funds.
9
CUSIP NO. 80349A208
The filing of this Schedule 13G shall not be construed as an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any of the Shares reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that are not directly owned by such Reporting Person.
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Not Applicable.
|
Item 7.
|
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
|
Not Applicable.
|
Item 8.
|
Identification and Classification of Members of the Group.
|
See Exhibit 99.1 (previously filed).
|
Item 9.
|
Notice of Dissolution of Group.
|
Not Applicable.
|
Item 10.
|
Certifications.
|
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
10
CUSIP NO. 80349A208
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
|
Dated: February 13, 2012
|
Raging Capital Fund, LP
|
||
|
By:
|
Raging Capital Management, LLC
General Partner
|
||
|
By:
|
/s/ Frederick C. Wasch
|
||
|
Name:
|
Frederick C. Wasch
|
||
|
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
||
|
Raging Capital Fund (QP), LP
|
|||
|
By:
|
Raging Capital Management, LLC
General Partner
|
||
|
By:
|
/s/ Frederick C. Wasch
|
||
|
Name:
|
Frederick C. Wasch
|
||
|
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
||
|
Raging Capital Management, LLC
|
|||
|
By:
|
/s/ Frederick C. Wasch
|
||
|
Name:
|
Frederick C. Wasch
|
||
|
Title:
|
Attorney-in-fact for William C. Martin, Managing Member
|
||
|
/s/ Frederick C. Wasch
|
|
|
Frederick C. Wasch as Attorney-in-fact for William C. Martin
|
11
Exhibit 99.1
POWER OF ATTORNEY
Know all by these presents, that each of the undersigned hereby constitutes and appoints Frederick C. Wasch signing singly, the undersigned's true and lawful attorney-in-fact to:
1. Execute for and on behalf of the undersigned all documents relating to the business of Raging Capital Management, LLC, Raging Capital Fund, LP and Raging Capital Fund (QP), LP, including, but not limited to, all filings with the Securities and Exchange Commission, any stock exchange and any other regulatory, administrative or similar authority, and all memoranda, correspondence, communications or the like, except that such attorney-in-fact shall have no power to execute any document that has the effect of creating a financial commitment or financial obligation of Raging Capital Management, LLC, Raging Capital Fund, LP or Raging Capital Fund (QP), LP or their affiliates.
2. Do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such document with the appropriate authority.
3. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
Each of the undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-infact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. Each of the undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with any rules or regulations including federal securities laws.
This Power of Attorney shall remain in full force and effect until December 31, 2012 unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.
[Signatures on Following Page]
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this lst day of September, 2011.
|
Raging Capital Fund, LP
|
||||
|
By:
|
Raging Capital Management, LLC
General Partner
|
|||
|
By:
|
/s/ William C. Martin
|
||
|
Name:
|
William C. Martin
|
||
|
Title:
|
Managing Member
|
||
|
Raging Capital Fund (QP), LP
|
||||
|
By:
|
Raging Capital Management, LLC
General Partner
|
|||
|
By:
|
/s/ William C. Martin
|
||
|
Name:
|
William C. Martin
|
||
|
Title:
|
Managing Member
|
||
|
Raging Capital Management, LLC
|
|||
|
By:
|
/s/ William C. Martin
|
||
|
Name:
|
William C. Martin
|
||
|
Title:
|
Managing Member
|
||
|
/s/ William C. Martin
|
|
|
William C. Martin
|