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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):
February 2, 2006
RAND CAPITAL CORPORATION
(Exact Name of registrant as specified in its charter)
New York 001-08205 16-0961359
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
2200 Rand Building
Buffalo, New York 14203
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (716) 853-0802
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.):
[ ] Written communications pursuant to Rule 425 under the Securities
Act (17CFR 230.425)
[ ] Soliciting materials 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 7.01: Regulation FD Disclosure
In accordance with interim guidance of the Securities and Exchange
Commission, this disclosure pursuant to Item 2.02 of Form 8-K is
made under Item 7.01.
On February 2, 2006, Rand Capital Corporation issued a press release
announcing its net asset value for the quarter ended December 31,
2005. The text of the press release is included as an exhibit to
this Form 8-K. Pursuant to the rules and regulations of the
Securities and Exchange Commission, such exhibit and the information
set forth therein and herein is deemed to be furnished and shall not
be deemed to be filed.
Item 9.01: Financial Statements and Exhibits
(a) Not Applicable
(b) Not Applicable
(c) Not Applicable
(d) Exhibits
Exhibit No. Description
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99.1 Press release dated February 2, 2006
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.
Date: February 2, 2006 Rand Capital Corporation
By: /s/ Daniel P. Penberthy
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Daniel P. Penberthy
Executive Vice President/
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press release dated February 2, 2006