EX-99.(D)(5) 11 file006.htm FORM OF NOTICE TO BENEFICIAL STKHLDRS OF COMMN STK

Exhibit d.5 

[Form of Notice to Beneficial Stockholders of Common Stock] 

TECHNOLOGY INVESTMENT CAPITAL CORP. 

NOTICE TO BENEFICIAL STOCKHOLDERS OF COMMON STOCK 

Up to 3,395,135 Shares of Common Stock Offered Pursuant to
Transferable Rights Initially Distributed to Stockholders
of Technology Investment Capital Corp.
 

Enclosed for your consideration is a prospectus, dated December •, 2004 (the "Prospectus"), relating to the rights offering (the "Rights Offering") by Technology Investment Capital Corp. (the "Company") pursuant to which transferable subscription rights (the "Rights") to subscribe for shares of its common stock, par value $0.01 per share (the "Common Stock"), are being distributed to all holders of record of Common Stock ("Record Date Stockholders") as of 5:00 p.m., New York City time, on December 29, 2004 (the "Record Date"). The Rights and Common Stock are described in the Prospectus. Capitalized terms not otherwise defined herein shall have the meaning given to them in the Prospectus. 

Pursuant to the Rights Offering, the Company is issuing rights to subscribe for up to 3,395,135 shares of its Common Stock, on the terms and subject to the conditions described in the Prospectus. The Rights are transferable and will be listed for trading on the Nasdaq National Market under the symbol "TICCR" during the course of the Rights Offering. 

The Rights will expire, if not exercised, at 5:00 p.m., New York City time, on January 25, 2005, unless extended in the sole discretion of the Company (as it may be extended, the "Expiration Date"). No fractional shares of Common Stock will be issued pursuant to the exercise of the Rights. 

As described in the accompanying Prospectus, you will receive one (1) Right for every one (1) share of Common Stock carried by us in your account as of the Record Date. For every three (3) Rights held, you will be able to subscribe (the "Primary Subscription") for one (1) share of Common Stock. The subscription price per share (the "Subscription Price") will be 97.5% of the volume-weighted average of the sale prices of the Company's Common Stock on the Nasdaq National Market on the Expiration Date. Because it is not possible to determine the Subscription Price until the Expiration Date, you will not know the Subscription Price at the time you exercise your Rights. As a result, the Company is requiring that you deliver the estimated Subscription Price of $14.63 per share in connection with the exercise of your Rights pursuant to the Primary Subscription. 

In addition, if you are a Record Date Stockholder and you exercise in full your Rights pursuant to the Primary Subscription, you also will be eligible to subscribe (the "Over-Subscription Privilege"), at the estimated Subscription Price, for shares of Common Stock that were offered but not otherwise subscribed for pursuant to the Primary Subscription (the "Remaining Shares"), subject to availability and proration. For the reasons noted above, the Company is requiring that you deliver the estimated Subscription Price in connection with the exercise of your Over-Subscription Privilege. 

The Rights will be evidenced by subscription certificates (the "Subscription Certificates"). 

THE MATERIALS ENCLOSED ARE BEING FORWARDED TO YOU AS THE BENEFICIAL OWNER OF COMMON STOCK CARRIED BY US IN YOUR ACCOUNT BUT NOT REGISTERED IN YOUR NAME. EXERCISES OF RIGHTS MAY BE MADE BY ONLY US AS THE RECORD OWNER AND PURSUANT TO YOUR INSTRUCTIONS. 

Accordingly, we request instructions as to whether you wish us to elect to subscribe for any shares of Common Stock to which you are entitled pursuant to the terms and subject to the conditions set forth in the enclosed Prospectus. However, we urge you to read the Prospectus carefully before instructing us to exercise the Rights. 

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Your instructions to us should be forwarded as promptly as possible in order to permit us to exercise the Rights on your behalf in accordance with the provisions of the Rights Offering. The Rights Offering will expire at 5:00 p.m., New York City time, on the Expiration Date, unless extended by the Company. Once you have exercised your Rights, such exercise may not be revoked. 

If you wish to have us, on your behalf, exercise your Rights for any shares of Common Stock to which you are entitled, please so instruct us by completing, executing and returning to us the election form included with this letter. 

ANY QUESTIONS OR REQUESTS FOR ASSISTANCE CONCERNING THE RIGHTS OFFERING SHOULD BE DIRECTED TO EQUISERVE TRUST COMPANY, N.A., THE SUBSCRIPTION AGENT, TOLL-FREE AT THE FOLLOWING TELEPHONE NUMBER: (888) 248-2261. 

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