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1900 K Street, N.W. +1 202 261 3300 Main +1 202 261 3333 Fax www.dechert.com
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Thomas J. Friedmann
thomas.friedmann@dechert.com +1 202 261 3313 Direct +1 202 261 3333 Fax |
April 30, 2013
VIA EMAIL AND EDGAR
United States Securities and Exchange Commission
Division of Investment Management
100 F Street, N.E.
Washington, DC 20549
Attn: Vince Di Stefano
| Re: | Horizon Technology Finance Corporation | |
| Proxy Statement for Special Meeting of Stockholders |
Ladies and Gentlemen:
Horizon Technology Finance Corporation (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) a preliminary Proxy Statement for Special Meeting of Stockholders (the “Proxy Statement”) on April 17, 2013. On behalf of the Company, we hereby respond to the comments raised by the staff (the “Staff”) of the Commission pursuant to telephone conversations between Vince Di Stefano of the Staff and Thomas Friedmann of Dechert LLP, outside counsel to the Company. For your convenience, a transcription of the Staff’s comments is included in this letter, and each comment is followed by the applicable response. Attached to this letter are pages of the Proxy Statement marked to show the changes from the version initially filed.
| 1. | Amend the Proxy Statement to state that the Company previously obtained approval from its stockholders to issue shares of common stock at prices below net asset value and state that the Company offered securities under the authority provided by such approval. |
Response:
The Company has amended the Proxy Statement as requested under the description of the Proposal.
| 2. | Delete the word “potential” from the discussion of the dilution that would occur in the event the Company issues shares of common stock for a price less than net asset value. |
Response:
As requested, the Company has revised the Proxy Statement to delete the word “potential” as it appeared in connection with the discussion of dilution in the Proxy Statement.
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Vince Di Stefano April 30, 2013 Page 2
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| 3. | Revise the Proxy Statement to clarify that the resolution sought from the Company’s stockholders would not permit the issuance of stock at a discount of more than 15 percent below the then current net asset value per share of common stock of the Company. |
Response:
As requested, the Company has revised the Proxy Statement to clarify that the resolution would not permit the Company to issue shares of common stock at a discount of more than 15 percent below the then current net asset value per share of common stock of the Company.
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The Company hereby acknowledges that (i) it is responsible for the adequacy and accuracy of the disclosure in its filings with the Commission, (ii) Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to any filing and (iii) the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
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If you have any questions, please feel free to contact the undersigned by telephone at 202.261.3313 (or by facsimile at 202.261.3333). Thank you for your cooperation and attention to this matter.
Sincerely,
/s/ Thomas J. Friedmann
Thomas J. Friedmann
| Cc: | Jay Bombara, Horizon Technology Finance Corporation |
