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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 4, 2007
Tortoise Capital Resources Corporation
(Exact Name of Registrant as Specified in Its Charter)
Maryland 1-33292 20-3431375
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
10801 Mastin Blvd., Suite 222, Overland Park, KS 66210
(Address of Principal Executive Offices) (Zip Code)
(913) 981-1020
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former 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:
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))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 4, 2007, Tortoise Capital Resources Corporation (the "Company") entered
into a Registration Rights Agreement with certain investors (the "Registration
Rights Agreement") as it committed to do at the time of its sale of preferred
stock of the Company and warrants to purchase common stock of the Company to
such investors pursuant to certain Purchase Agreements dated as of December 22,
2006 (the "Purchase Agreements"). The Registration Rights Agreement provides,
among other things, that the Company will use its best efforts to file with the
SEC on or prior to June 8, 2007, a shelf registration statement to cover resales
of warrants issued pursuant to the Purchase Agreements and the common shares
into which such warrants are exercisable. The Company also agreed to keep such
registration statement effective until the earlier of (i) the date on which all
securities covered thereby are sold in accordance with the intended distribution
of such securities, (ii) the date on which none of the securities covered
thereby are registrable securities, or (iii) the second anniversary of the
effective date of the registration statement. Two of the investors that are a
party to the Registration Rights Agreement are entities managed by Kenmont
Investments Management, L.P., the sub-advisor to the Company. A copy of the
Registration Rights Agreement is attached to this Current Report on Form 8-K as
Exhibit 10.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Registration Rights Agreement
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.
TORTOISE CAPITAL RESOURCES CORPORATION
Dated: May 9, 2007 By: /s/ Terry Matlack
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Terry Matlack
Chief Financial Officer
Exhibit Index
Exhibit No. Description
10.1 Registration Rights Agreement