UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
MVC Capital, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
| 553829102 (CUSIP Number) |
May 3, 2004
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | 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. 553829102
| 1. | Names of Reporting Persons.
QVT Financial LP
I.R.S. Identification Nos. of above persons (entities only).
11-3694008 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
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| 4. | Citizenship or Place of Organization
Delaware |
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Number of Shares Beneficially Owned by Each Reporting Person With:
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5. Sole Voting Power
0 | |
| 6. Shared Voting Power
2,039,600 shares of common stock | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
2,039,600 shares of common stock |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,039,600 shares of common stock |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
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¨
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| 11. | Percent of Class Represented by Amount in Row (9)
10.69% |
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| 12. | Type of Reporting Person (See Instructions)
PN |
Page 2 of 10 pages
CUSIP No. 553829102
| 1. | Names of Reporting Persons.
QVT Financial GP LLC
I.R.S. Identification Nos. of above persons (entities only).
11-3694007 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 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
2,039,600 shares of common stock | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
2,039,600 shares of common stock |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
2,039,600 shares of common stock |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
10.69% |
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| 12. | Type of Reporting Person (See Instructions)
OO |
Page 3 of 10 pages
CUSIP No. 553829102
| 1. | Names of Reporting Persons.
QVT Fund LP
I.R.S. Identification Nos. of above persons (entities only).
98-0415217 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 4. | Citizenship or Place of Organization
Cayman Islands |
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Number of Shares Beneficially Owned by Each Reporting Person With:
|
5. Sole Voting Power
0 | |
| 6. Shared Voting Power
0 | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
0 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
0 |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
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| 11. | Percent of Class Represented by Amount in Row (9)
0.00% |
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| 12. | Type of Reporting Person (See Instructions)
PN |
Page 4 of 10 pages
CUSIP No. 553829102
| 1. | Names of Reporting Persons.
QVT Associates GP LLC
I.R.S. Identification Nos. of above persons (entities only).
01-0798253 |
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (a) ¨ (b) x |
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| 3. | SEC Use Only
|
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| 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
303,234 | ||
| 7. Sole Dispositive Power
0 | ||
| 8. Shared Dispositive Power
303,234 |
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person
303,234 shares of common stock |
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| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
¨
| ||
| 11. | Percent of Class Represented by Amount in Row (9)
1.59% |
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| 12. | Type of Reporting Person (See Instructions)
OO |
Page 5 of 10 pages
| Item 1 |
(a). |
Name of Issuer
MVC Capital, Inc. (the “Issuer”) |
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| Item 1 |
(b). |
Address of Issuer’s Principal Executive Offices
The address of the Issuer’s principal executive offices is:
Riverview at Purchase, 287 Bowman Avenue, Purchase, New York 10577, United States |
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| Item 2 |
(a). |
Name of Person Filing | ||||||||||
| Item 2 |
(b). |
Address of Principal Business Office or, if none, Residence | ||||||||||
| Item 2 |
(c). |
Citizenship | ||||||||||
| QVT Financial LP 527 Madison Avenue, 8th Floor New York, New York 10022 Delaware Limited Partnership
QVT Financial GP LLC 527 Madison Avenue, 8th Floor New York, New York 10022 Delaware Limited Liability Company
QVT Fund LP Walkers SPV, Walkers House P.O. Box 908GT Mary Street George Town, Grand Cayman, Cayman Islands Cayman Islands Limited Partnership
QVT Associates GP LLC 527 Madison Avenue, 8th Floor New York, New York 10022 Delaware Limited Liability Company |
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| Item 2 |
(d). |
Title of Class of Securities
The title of the securities is common stock, $0.01 par value per share (the “Common Stock”). |
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| Item 2 |
(e). |
CUSIP Number
The CUSIP number of the Common Stock is 553829102. |
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| Item 3. |
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |||||||||||
| (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). | ||||||||||
| (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) | ¨ | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | ||||||||||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | ||||||||||
| (g) | ¨ | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | ||||||||||
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||||||||
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||||||||
| (j) | ¨ | Group, in accordance with § 240.13d-1(b)(1)(ii)(J). | ||||||||||
Page 6 of 10 pages
| Item 4. |
Ownership. | |||||||||
| (a) | Amount beneficially owned: | |||||||||
| QVT Financial LP (“QVT Financial”) is the investment manager for QVT Fund LP (the “Fund”), QVT Associates LP, QVT Overseas Ltd. and for a separate discretionary account managed for Deutsche Bank AG (the “Separate Account”). QVT Financial has the power to direct the vote and disposition of the Common Stock held by each of the Fund, QVT Associates LP, QVT Overseas Ltd. and the Separate Account. Accordingly, QVT Financial may be deemed to be the beneficial owner of the aggregate amount of shares of Common Stock owned by the Fund, QVT Associates LP, QVT Overseas Ltd., and the shares held in the Separate Account.
QVT Financial GP LLC, as General Partner of QVT Financial, may be deemed to beneficially own the same number of shares of Common Stock reported by QVT Financial, and QVT Associates GP LLC, as General Partner of the Fund and QVT Associates LP, may be deemed to beneficially own the same number of shares of Common Stock owned by the Fund and QVT Associates LP.
Each of QVT Financial and QVT Financial GP LLC disclaim beneficial ownership of all shares of Common Stock owned by the Fund, QVT Associates LP, QVT Overseas Ltd or held in the Separate Account. QVT Associates GP LLC disclaims beneficial ownership of all shares of Common Stock owned by the Fund and QVT Associates LP, except to the extent of its pecuniary interest therein.
As of May 3, 2004, the Fund beneficially owned 712,862 shares of Common Stock, or 5.80% of the then outstanding Common Stock, the Separate Account held 188,338 shares of Common Stock and QVT Financial may be deemed to have been the beneficial owner of an aggregate amount of 901,200 shares of Common Stock, or 7.33% of the then outstanding Common Stock, consisting of the shares owned by the Fund and the shares held in the Separate Account. Due to subsequent sales of Common Stock, the Fund has held less than 5% of the outstanding shares of Common Stock since May 21, 2004, and currently holds no shares of Common Stock.
On December 31, 2004, the Fund beneficially owned 438,640 shares of Common Stock, the Separate Account held 583,660 shares of Common Stock and QVT Financial may be deemed to have been the beneficial owner of an aggregate amount of 1,022,300 shares of Common Stock, or 8.32% of the then outstanding Common Stock, consisting of the shares owned by the Fund and the shares held in the Separate Account.
As a result of acquisitions of Common Stock on January 4, 2005 in connection with a rights offering by the Issuer, as of that date the Fund beneficially owned 877,280 shares of Common Stock, the Separate Account held 1,167,320 shares of Common Stock and QVT Financial may be deemed to have been the beneficial owner of an aggregate amount of 2,044,600 shares of Common Stock, or 10.80% of the then outstanding Common Stock, consisting of the shares owned by the Fund and the shares held in the Separate Account.
As of the date of this statement, QVT Financial may be deemed to be the beneficial owner of an aggregate amount of 2,039,600 shares of Common Stock, or 10.69% of the currently outstanding Common Stock, consisting of 303,234 shares of Common Stock owned by QVT Associates LP, 570,000 shares of Common Stock owned by QVT Overseas Ltd. and 1,166,366 shares of Common Stock held in the Separate Account. |
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| (b) | Percent of class: | |||||||||
| See Item 11 of the Cover Pages to this Schedule 13G. | ||||||||||
| (c) | Number of shares as to which the person has: | |||||||||
| (i) | Sole power to vote or to direct the vote | |||||||||
| 0 | ||||||||||
| (ii) | Shared power to vote or to direct the vote | |||||||||
| See item (a) above. | ||||||||||
| (iii) | Sole power to dispose or to direct the disposition of | |||||||||
| 0 | ||||||||||
| (iv) | Shared power to dispose or to direct the disposition of | |||||||||
| See item (a) above. | ||||||||||
| 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 x.
Each of QVT Fund LP and QVT Associates GP LLC has ceased to be a beneficial owner of more than five percent of the Common Stock. |
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Page 7 of 10 pages
| 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 | |||||||||
| Not Applicable | ||||||||||
| Item 8. |
Identification and Classification of Members of the Group | |||||||||
| Not Applicable | ||||||||||
| Item 9. |
Notice of Dissolution of Group | |||||||||
| Not Applicable | ||||||||||
| Item 10. |
Certification | |||||||||
| 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. | ||||||||||
Page 8 of 10 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: December 8, 2005
| QVT FINANCIAL LP | QVT FUND LP | |||||
| By QVT Financial GP LLC, | By QVT Associates GP LLC, | |||||
| its General Partner | its General Partner | |||||
| By: | /s/ Daniel Gold |
By: | /s/ Daniel Gold | |||
| Name: | Daniel Gold | Name: | Daniel Gold | |||
| Title: | Managing Member | Title: | Managing Member | |||
| By: | /s/ Lars Bader |
By: | /s/ Lars Bader | |||
| Name: | Lars Bader | Name: | Lars Bader | |||
| Title: | Managing Member | Title: | Managing Member | |||
| QVT FINANCIAL GP LLC | QVT ASSOCIATES GP LLC | |||||
| By: | /s/ Daniel Gold |
By: | /s/ Daniel Gold | |||
| Name: | Daniel Gold | Name: | Daniel Gold | |||
| Title: | Managing Member | Title: | Managing Member | |||
| By: | /s/ Lars Bader |
By: | /s/ Lars Bader | |||
| Name: | Lars Bader | Name: | Lars Bader | |||
| Title: | Managing Member | Title: | Managing Member | |||
Page 9 of 10 pages
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G signed by each of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
Dated: December 8, 2005
| QVT FINANCIAL LP | QVT FUND LP | |||||
| By QVT Financial GP LLC, | By QVT Associates GP LLC, | |||||
| its General Partner | its General Partner | |||||
| By: | /s/ Daniel Gold |
By: | /s/ Daniel Gold | |||
| Name: | Daniel Gold | Name: | Daniel Gold | |||
| Title: | Managing Member | Title: | Managing Member | |||
| By: | /s/ Lars Bader |
By: | /s/ Lars Bader | |||
| Name: | Lars Bader | Name: | Lars Bader | |||
| Title: | Managing Member | Title: | Managing Member | |||
| QVT FINANCIAL GP LLC | QVT ASSOCIATES GP LLC | |||||
| By: | /s/ Daniel Gold |
By: | /s/ Daniel Gold | |||
| Name: | Daniel Gold | Name: | Daniel Gold | |||
| Title: | Managing Member | Title: | Managing Member | |||
| By: | /s/ Lars Bader |
By: | /s/ Lars Bader | |||
| Name: | Lars Bader | Name: | Lars Bader | |||
| Title: | Managing Member | Title: | Managing Member | |||
Page 10 of 10 pages