Form 8-K Hercules Capital, Inc. For: Oct 21

HERCULES CAPITAL, INC.

October 25, 2016

/s/ Melanie Grace

General Counsel

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October 25, 2016 12:44 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2016

Hercules Capital, Inc.

(formerly known as Hercules Technology Growth Capital, Inc.)

(Exact name of registrant as specified in its charter)


Maryland	814-00702	74-3113410
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

400 Hamilton Ave., Suite 310 Palo Alto, CA		94301
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (650) 289-3060

Not Applicable

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02. Departure or Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 21, 2016, the Board of Directors of Hercules Capital, Inc. (the “Company”) elected Doreen Woo Ho as a director of the Company. There are no arrangements or understandings between Ms. Woo Ho and any other persons pursuant to which Ms. Woo Ho was elected as a director of the Company. Ms. Woo Ho will be entitled to the applicable annual retainer and option and restricted stock awards pursuant to the Company’s director compensation arrangements, under terms consistent with those previously disclosed by the Company. Ms. Woo Ho will also be entitled to enter an indemnification agreement with the Company.

Ms. Woo Ho will hold office as a Class III director for a term expiring in 2019. She will serve on the Compensation Committee.

Ms. Woo Ho is currently an independent Director at US Bancorp and is also a Commissioner of the San Francisco Port Commission, the governing board responsible for the San Francisco, California waterfront adjacent to San Francisco Bay. She has served on the Port Commission since May 2011 and served as President from 2012 to 2014. Ms. Woo Ho served as President and Chief Executive Officer of United Commercial Bank, a California community bank, from September 2009 to November 2009. She served as President of Community Banking at United Commercial from January 2009 to September 2009. Ms. Woo Ho served as Executive Vice President responsible for Enterprise Marketing, Student Loans and Corporate Trust, at Wells Fargo & Company, a diversified financial services company, in 2008. She also served as President of the Consumer Credit Group of Wells Fargo from 1998 to 2007. Ms. Woo Ho was a member of the Wells Fargo Management Committee from 1999-2008. Prior to Wells Fargo, she was in various leadership roles in corporate and consumer banking with Citibank from 1974-1998. Ms. Woo Ho received her undergraduate degree from Smith College and her received her master’s degree from Columbia University.

Item 8.01. Other Events

On October 25, 2016, the Company issued a press release announcing the appointment of Ms. Ho as a member of the Company’s Board of Directors. The text of the press release is included as an exhibit to this Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits



99.1		Press Release dated October 25, 2016

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX


Exhibit No.		Description of Exhibits

99.1		Press Release dated October 25, 2016

Exhibit 99.1

LOGO

Hercules Adds Highly Regarded Former Commercial Banking Executive, Doreen Woo Ho to Its Board of Directors

PALO ALTO, Calif., October 25, 2016 – Hercules Capital, Inc. (NYSE: HTGC) (“Hercules” or the “Company”), the leading specialty finance company to innovative, venture growth, pre-IPO and M&A stage companies backed by leading venture capital firms, today announced that effective October 22, 2016, Doreen Woo Ho, highly regarded former commercial banking executive, was appointed to the Hercules board of directors. Ms. Woo Ho brings over 35 years of commercial and consumer banking operating experience, and is a seasoned and nationally recognized executive with general management and executive leadership skills.

Ms. Woo Ho will serve on the Compensation Committee.

“As Hercules continues to grow, it is important that we continue to add highly experienced and qualified independent board members,” said Manuel A. Henriquez, chairman and chief executive officer of Hercules. “We are pleased to welcome Ms. Doreen Woo Ho to our board. I have every confidence that Doreen’s outstanding wealth of banking experience will only expand and strengthen our already strong board of independent board members, and that she will make many contributions to Hercules’ future success given her seasoned senior executive experience.”

Ms. Woo Ho is a retired senior executive who has held top management roles at some of the largest commercial banks in America, including Wells Fargo Bank, Citibank and United Commercial Bank. In 2009, she was President, CEO and Board Member of United Commercial Bank, a leading Asian community and commercial bank headquartered in San Francisco, with assets over $12.7 billion. From 1998 to 2008, Ms. Woo Ho served as President of the Consumer Credit Group at Wells Fargo Bank. Prior to Wells Fargo, she served as Sr. Vice President of National Business Banking, US Consumer Bank and other multiple positions in corporate and consumer lending at Citibank from 1974 to 1998.

Ms. Woo Ho currently serves as an independent Director for U.S. Bank, the fifth largest commercial bank in the US. She has also been serving as Commissioner of the Port of San Francisco since 2011 and on the Board of Directors of the San Francisco Opera since 1992.

Ms. Woo Ho was ranked among the top five in 2007 and recognized consecutively on the list from 2003 to 2007 for the 25 Most Powerful Women in Banking by US Banker Magazine. In addition, she was also recognized from 2003 to 2009 on the list of the Bay Area 100 Most Influential Women by the San Francisco Business Times.

Ms. Woo Ho received her Bachelor of Arts in History from Smith College and her Master of Arts in East Asian Studies from the School of International and Public Affairs at Columbia University.

Boardspan Inc. advised Hercules Capital in her appointment.

About Hercules Capital, Inc.

Hercules Capital, Inc. (NYSE: HTGC) (“Hercules”) is the leading and largest specialty finance company focused on providing senior secured venture growth loans to high-growth, innovative venture capital-backed companies in a broad variety of technology, life sciences and sustainable and renewable technology industries. Since inception (December 2003), Hercules has committed more than $6.3 billion to over 360 companies and is the lender of choice for entrepreneurs and venture capital firms seeking growth capital financing. Companies interested in learning more about financing opportunities should contact [email protected], or call 650.289.3060.

Hercules’ common stock trades on the New York Stock Exchange (NYSE) under the ticker symbol “HTGC.”

In addition, Hercules has three outstanding bond issuances of:

•

7.00% Unsecured Notes due April 2019, NYSE listed under the symbols “HTGZ,”

•

7.00% Unsecured Notes due September 2019, NYSE listed under the symbols “HTGY,” and

•

6.25% Unsecured Notes due July 2024, NYSE listed under the symbols “HTGX.”

Contact:

Michael Hara

Investor Relations and Corporate Communications

Hercules Capital, Inc.