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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 1998
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SIRROM CAPITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
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500 CHURCH STREET, SUITE 200
NASHVILLE, TENNESSEE 37219
(615) 256-0701
(Address and Telephone Number, including area code, of Registrant's Principal
Executive Offices)
CARL W. STRATTON
500 CHURCH STREET, SUITE 200
NASHVILLE, TENNESSEE 37219
(Name and Address of Agent For Service)
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COPIES OF INFORMATION TO:
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<S> <C>
BOB F. THOMPSON FRED B. WHITE, III
BASS, BERRY & SIMS PLC SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FIRST AMERICAN CENTER 919 THIRD AVENUE
NASHVILLE, TENNESSEE 37238-2700 NEW YORK, NY 10022
(615) 742-6200 (212) 735-3000
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APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING: As soon as practicable after
the Registration Statement becomes effective.
If any securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-46051.
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CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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MAXIMUM MAXIMUM
TITLE OF SECURITIES AMOUNT BEING OFFERING AGGREGATE OFFERING AMOUNT OF
BEING REGISTERED REGISTERED(1) PRICE PER UNIT PRICE REGISTRATION FEE
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Common Stock, no par value per share...... 1,150,000 $25.50 $29,325,000 $8,651
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(1) Includes an aggregate of 150,000 additional shares which the Underwriters
have the option to purchase to cover over-allotments, if any.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement on Form N-2 filed by Sirrom
Capital Corporation (the "Company") with the Securities and Exchange Commission
(Registration No. 333-46051) pursuant to the Securities Act of 1933, as amended,
including certain exhibits thereto, are incorporated by reference into this
Registration Statement.
C-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, and State of
Tennessee, on the 5th day of March, 1998.
SIRROM CAPITAL CORPORATION
By: /s/ CARL W. STRATTON
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Carl W. Stratton
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Chairman of the Board March 5, 1998
- ----------------------------------------------------- and Director
John A. Morris, Jr., M.D.
* Chief Executive Officer, March 5, 1998
- ----------------------------------------------------- President and Director
George M. Miller, II (Principal Executive Officer)
/s/ CARL W. STRATTON Chief Financial Officer March 5, 1998
- ----------------------------------------------------- (Principal Financial and
Carl W. Stratton Accounting Officer)
* Director March 5, 1998
- -----------------------------------------------------
E. Townes Duncan
* Director March 5, 1998
- -----------------------------------------------------
William D. Eberle
* Director March 5, 1998
- -----------------------------------------------------
Edward J. Mathias
* Director March 5, 1998
- -----------------------------------------------------
Robert A. McCabe, Jr.
* Director March 5, 1998
- -----------------------------------------------------
Raymond H. Pirtle, Jr.
* Director March 5, 1998
- -----------------------------------------------------
Keith M. Thompson
* Director March 5, 1998
- -----------------------------------------------------
Christopher H. Williams
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<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
* Director March 5, 1998
- -----------------------------------------------------
L. Edward Wilson
*By: /s/ CARL W. STRATTON
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Carl W. Stratton,
Attorney-in-fact
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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<C> <C> <S> <C>
5 -- Opinion of Bass, Berry & Sims PLC
23.1 -- Consent of Arthur Andersen LLP
23.2 -- Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 -- Power of Attorney (Incorporated by reference to the
Registrant's Registration Statement on Form N-2
(Registration No. 333-46051)).
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* All other exhibits are incorporated by reference to the Registrant's
Registration Statement on Form N-2 (Registration No. 333-46051).
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BASS, BERRY & SIMS PLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
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<S> <C>
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
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March 5, 1998
Sirrom Capital Corporation
500 Church Street, Suite 200
Nashville, TN 37219
Re: Registration Statement on Form N-2
Ladies and Gentlemen:
We have acted as your counsel in connection with your preparation of a
registration statement on Form N-2 (the "Registration Statement") to be filed by
you with the Securities Exchange Commission on March 5, 1998, covering 1,000,000
shares of no par value common stock (the "Common Stock") of Sirrom Capital
Corporation (the "Company") to be sold by the Company and 150,000 shares of
Common Stock to be sold by certain selling shareholders upon exercise of an
option to cover over-allotments to the underwriters represented by Morgan
Stanley & Co., Incorporated, The Robinson-Humphrey Company, LLC, J.C. Bradford &
Co., LLC and SunTrust Equitable Securities Corporation (the "Underwriters") for
public distribution pursuant to the Underwriting Agreement between the Company
and the Underwriters filed as an exhibit to the Registration Statement.
In connection with this opinion, we have examined and relied upon such
records, documents and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth and have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, and the conformity to original documents of all
documents submitted to us as certified or photostatic copies.
Based on the foregoing and such other matters as we have deemed relevant,
we are of the opinion that the shares of Common Stock to be sold by the
Company, when issued and delivered in the manner and on the terms described in
the Registration Statement (after the same is declared effective), will be
validly issued, fully paid and nonassessable.
We hereby consent to the reference to our law firm in the Registration
Statement under the caption "Legal Matters" and to the use of this opinion as
an exhibit to the Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
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CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report dated January 30, 1998 on Sirrom Capital Corporation and Subsidiaries
(and to all references to our firm) included in or made a part of this
registration statement.
/s/ ARTHUR ANDERSEN LLP
Nashville, Tennessee
March 5, 1998
