UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
N-54C
NOTIFICATION
OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO
SECTIONS
55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF
1940
FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT
COMPANY
ACT OF 1940
The
undersigned business development company hereby notifies the Securities and
Exchange Commission that it withdraws its election to be subject to sections
55
through 65 of the Investment Company Act of 1940 (the "Investment
Company Act"),
pursuant to the provisions of section 54(c) of the Investment Company Act,
and
in connection with such notice of withdrawal of election submits the following
information:
CHANTICLEER
HOLDINGS, INC.
(Name
of Registrant As Specified In Its Charter)
The
Rotunda
4201
Congress Street, Suite 145
Charlotte,
NC 28209
(Address
of principal executive offices)
(704)
366-5122
(Issuer's
telephone number)
COMMISSION
FILE NUMBER 814-00709
Chanticleer
Holdings, Inc. (the "Company") is withdrawing its election under section 54(a)
of the Investment Company Act on the following basis for filing this
Notification of Withdrawal:
During
April and May of 2008, the Company undertook negotiations with another company
which, if acquired by the Company, would have resulted in the Company being
primarily an operating entity which is not permitted under the Investment
Company Act and therefore, in order to pursue this transaction, the Company
has
determined that withdrawing its election is in the best interest of its
shareholders. Additionally, the SEC has notified the Company on more than one
occasion, that they considered that the Company was not in compliance with
various requirements of the Investment Company Act. While the Company believes
that it could feasible to operate as a BDC, the cost to due so, balanced against
the opportunity presented to acquire another business and focus the Company’s
resources and capital to exploiting that business, justified presenting the
matter to certain shareholders who agreed that the appropriate course of action
would be to withdraw the Company’s election to be regulated as a BDC under the
Investment Company Act by filing a Form N-54C with the SEC and those
shareholders, holding a majority of the voting shares of the Company did, by
written consent, authorized the Company to take this action.
On
May
16, 2008, the holders of an aggregate of 5,314,762 shares of Common Stock
representing approximately 61.6% of the total shares of the Company’s
outstanding common stock entitled to vote on the matter, consented in writing
without a meeting and therefore evidenced a vote in favor of the proposal to
withdraw the
Company's
election to be treated as a business development company under the Investment
Company Act. The affirmative vote of (a) 67% or more of the shares of Common
Stock present (in person or by proxy) at the special meeting, or (b) more than
50% of the outstanding shares of common stock, whichever is less, was required
to approve this proposal. Accordingly, the proposal received more than the
votes
required for approval.
SIGNATURE:
In
accordance with the requirements of the Exchange Act, the registrant caused
this
report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
|
|
|
|
|
CHANTICLEER
HOLDINGS, INC.
a
Delaware Corporation
|
|
|
|
|
|
|
By:
|
/s/
Michael D. Pruitt
|
|
|
Michael
D. Pruitt
|
|
|
Chief
Executive Officer
|
|
Dated:
July 17, 2008
|
|