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)
March
6,
2006
RENAISSANCE
CAPITAL GROWTH AND INCOME FUND III, INC.
(Exact
name of registrant as specified in its charter)
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Texas
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33-75758
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75-2533518
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(State
or other jurisdiction
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(I.R.S.
Employer
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(Commission
File No.)
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of
incorporation)
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Identification
No.)
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Suite
210, LB 59, 8080 North Central Expressway, Dallas, Texas 75206
(Address
of principal executive offices and zip code)
(Registrant’s
telephone number, including area code) (214) 891-8294
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. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
5.02 Departure
of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(d) On
March
6, 2006, the Board of Directors of Renaissance Capital Growth & Income Fund
III, Inc. (the “Fund”) increased the size of the Fund’s Board of Directors from
five to six members and elected J. Philip McCormick as a director of the Fund
to
fill the vacancy created by the increase in the size of the Board. The Board
also increased the size of the Fund’s Audit Committee from four members to five
members and elected Mr. McCormick to the Fund’s Audit Committee.
Mr.
McCormick is not a party to any arrangement or understanding pursuant to which
he was selected as a director, nor is he a party to any transaction, or series
of transactions, required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
A
copy of
the press release issued by the Fund announcing Mr. McCormick’s election to
the Board is attached as Exhibit 99.1 to this Form 8-K.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
March
6, 2006, the Fund’s Board of Directors approved an amendment to Article III,
Section 3.2 of the Fund’s Bylaws to provide that the number of directors to
serve on the Fund’s Board of Directors shall be such number of directors as
shall be fixed by the Board from time to time. The Bylaws previously provided
that “[t]he Board shall initially consist of five members, which number may be
increased or decreased from time to time by amendment to these Bylaws.” The
Fund’s Amended and Restated Bylaws are attached as Exhibit 3.1 to this Form
8-K.
Item
9.01 Financial Statements and Exhibits
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3.1 |
Amended
and Restated Bylaws
of Renaissance Capital Growth & Income Fund III,
Inc.
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99.1 |
Press
Release dated March 8, 2006 Announcing Appointment of New Board
Member.
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SIGNATURE
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, thereunto
duly authorized.
Dated:
March 10, 2006
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Renaissance Capital Growth
and Income
Fund III, Inc. |
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| Date: |
By: |
/s/
Russell Cleveland |
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Russell
Cleveland |
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President |
Exhibit
Index
| 3.1 |
Amended
and Restated Bylaws of Renaissance Capital Growth & Income Fund III,
Inc.
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| 99.1 |
Press
Release dated March 8, 2006 Announcing Appointment of New Board
Member.
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