UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No.		o
Post-Effective Amendment No.		o

FIDUS INVESTMENT CORPORATION

Form N-5

REGISTRATION STATEMENT OF SMALL BUSINESS
INVESTMENT COMPANY

FIDUS MEZZANINE CAPITAL, L.P.

1603 Orrington Avenue, Suite 820
Evanston, Illinois 60201
(Address of Principal Executive Offices)

(847) 859-3940
(Registrant’s Telephone Number, including Area Code)

Edward H. Ross
Chief Executive Officer
1603 Orrington Avenue, Suite 820
Evanston, Illinois 60201
(Name and Address of Agent for Service)

WITH COPIES TO:

Jonathan H. Talcott		Steven B. Boehm		John A. Good
Nelson Mullins Riley & Scarborough LLP		Sutherland Asbill & Brennan LLP		Bass, Berry & Sims PLC
101 Constitution Avenue, NW, Suite 900		1275 Pennsylvania Avenue, NW		100 Peabody Place, Suite 900
Washington, D.C. 20001		Washington, D.C. 20004-2415		Memphis, Tennessee 38103-3672
Telephone: (202) 712-2806		Telephone: (202) 383-0100		Telephone: (901) 543-5901
Facsimile: (202) 712-2856		Facsimile: (202) 637-3593		Facsimile: (888) 543-4644

     Approximate date of proposed public offering: As soon as practicable after the effective date of this Registration Statement.

     If any securities being registered on this form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. o

     þ This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration for the same offering is 333-172550.

									Proposed Maximum
				Amount Being					Aggregate Offering					Amount of
	Title of Securities Being Registered			Registered					Price					Registration Fee
	Common Stock, par value $0.001 per share(1)				3,833	(3)			$	57,495	(4)			$	116.10
	Partnership Interests of Fidus Mezzanine Capital, L.P. (2)

(1)		Shares with a proposed maximum aggregate offering price of $80,500,000 were registered under an earlier registration statement (SEC File No. 333-172550), and a filing fee of $9,404.10 was previously paid with the earlier registration statement.
(2)		Pursuant to Rule 140 under the Securities Act of 1933, Fidus Investment Corporation is deemed to be an issuer of the partnership interests for consideration equal to the proposed maximum aggregate offering price of its common stock sold in this offering. No additional offering price will result from such deemed issuance; accordingly, no additional registration fee is owed on account of this deemed offering.
(3)		Includes the underwriters’ over-allotment option.
(4)		Estimated pursuant to Rule 457(o) under the Securities Act of 1933 solely for purpose of determining the registration fee.

 

 

EXPLANATORY NOTE

     This registration statement is filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and relates to the initial public offering of common stock of Fidus Investment Corporation, a Maryland corporation, contemplated by a Joint Registration Statement on Form N-2 and Form N-5, Securities and Exchange Commission File No. 333-172550 (the “Prior Registration Statement”), and is filed solely to increase the number of shares to be offered in such offering by 3,333 plus up to 500 additional shares that may be sold pursuant to the underwriters’ over-allotment option. The contents of the Prior Registration Statement, including the amendments thereto, are hereby incorporated into this Joint Registration Statement on Form N-2 and Form N-5 by reference.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to be signed on its behalf by the undersigned, thereunto duly authorized, in Evanston, Illinois, on the 21^st day of June, 2011.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-2 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Edward H. Ross   Edward H. Ross		Chairman and Chief Executive Officer (Principal Executive Officer)		June 21, 2011
/s/ Cary L. Schaefer   Cary L. Schaefer		Chief Financial Officer (Principal Financial and Accounting Officer)		June 21, 2011
*   Thomas C. Lauer		Director		June 21, 2011
/s/ Wayne F. Robinson   Wayne F. Robinson		Director		June 21, 2011
/s/ Charles D. Hyman   Charles D. Hyman		Director		June 21, 2011
Charles G. Phillips		Director

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933 and/or the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-5 to be signed on its behalf by the undersigned, thereunto duly authorized, in Evanston, Illinois, on the 21^st day of June, 2011.

		Fidus Mezzanine Capital, L.P.
		By:		Fidus Investment GP, LLC, its General Partner
				By:		Fidus Investment Advisors, LLC, its Manager
						By:		/s/ Edward H. Ross
								Name: Edward H. Ross
								Title: Chief Executive Officer and Manager

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form N-5 has been signed by the following persons in the capacities and on the dates indicated.

Signature		Title		Date
/s/ Edward H. Ross   Edward H. Ross		Chief Executive Officer and Manager (Principal Executive Officer) of the manager of the General Partner		June 21, 2011
/s/ Cary L. Schaefer   Cary L. Schaefer		Chief Financial Officer (Principal Financial and Accounting Officer) of the manager of the General Partner		June 21, 2011
*   Thomas C. Lauer		Director		June 21, 2011
/s/ Wayne F. Robinson   Wayne F. Robinson		Director		June 21, 2011
/s/ Charles D. Hyman   Charles D. Hyman		Director		June 21, 2011
Charles G. Phillips		Director

          All exhibits filed with or incorporated by reference in Registration Statement No. 333-172550, as amended, are incorporated by reference into, and shall be deemed a part of, this Registration Statement, except for the following, which are filed herewith.

EXHIBIT LIST

Exhibit Number		Description
l		Opinion of Nelson, Mullins, Riley & Scarborough LLP.
n.1		Consent of independent registered public accounting firm.
n.2		Consent of Nelson, Mullins, Riley & Scarborough LLP (included in Exhibit l).