PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
The
documents containing the information specified in “Item 1. Plan Information” and
“Item 2. Registrant Information and Employee Plan Annual Information” of Form
S−8 will be sent or given to participants of the Capital Trust, Inc. 2007
Long-Term Incentive Plan as specified by Rule 428(b)(1) under the Securities
Act. In accordance with the Note to Part I of Form S-8, such
documents are not required to be, and are not, filed with the Securities
and
Exchange Commission (the “Commission”) either as part of this registration
statement or as a prospectus or prospectus supplement pursuant to Rule 424
under
the Securities Act. These documents and the documents incorporated by reference
in this registration statement pursuant to Item 3 of Part II of Form S-8,
taken
together, constitute a prospectus that meets the requirements of Section
10(a)
of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents are hereby
incorporated by reference into this registration statement and made a part
hereof by this reference:
1. The
registrant’s
quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2007,
as
filed with the Commission on May 1, 2007 (SEC File No. 001-14788);
2. The
registrant’s
definitive proxy statement as filed with the Commission on April 30, 2007
(SEC
File No. 001-14788);
3. The
registrant’s annual
report on Form 10-K for the year ended December 31, 2006, as filed with the
Commission on February 28, 2007 (SEC File No. 001-14788);
4. The
registrant’s current
reports on Form 8-K, as filed with the Commission on June 12, 2007, June
7,
2007, March 30, 2007, March 26, 2007, March 23, 2007, February 27, 2007,
February 21, 2007, February 16, 2007, and February 13, 2007 (SEC File No.
001-14788); and
5. The
description of the
registrant’s class A common stock contained in the registrant’s current report
on Form 8-K, as filed with the Commission on July 10, 2003 (SEC File No.
001-14788), including any amendment or report filed for the purpose of updating
that description.
In
addition, all documents subsequently
filed by the registrant with the Commission pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), on or after the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all securities
offered
have been sold or which deregisters all securities then remaining unsold,
shall
be deemed to be incorporated by reference into this registration statement
and
to be a part hereof from the date of filing of such documents with the
Commission.
Notwithstanding
the foregoing,
information furnished under Items 2.02 and 7.01 of the registrant’s current
reports on Form 8-K, including the related exhibits, is not incorporated
by
reference in this registration statement.
You
may contact the registrant to
request copies of these filings as follows:
Capital
Trust, Inc.
410
Park
Avenue
14th
Floor
New
York, NY 10222
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
Not
applicable.
Item
6. Indemnification of Directors and Officers.
Maryland
law permits a Maryland
corporation to include in its charter a provision limiting the liability
of its
directors and officers to the corporation and its shareholders for money
damages
except for liability resulting from (a) actual receipt of an improper benefit
or
profit in money, property or services, or (b) active and deliberate dishonesty
established by a final judgment and which is material to the cause of
action. The registrant's charter contains such a provision
eliminating such liability to the maximum extent permitted under Maryland
law.
The
registrant's charter authorizes the registrant, to the maximum extent permitted
under Maryland law, to obligate itself to indemnify any present or former
director or officer or any individual who, while a
director or officer of the registrant and at the request of the registrant,
serves or has served another corporation, real estate investment trust,
partnership, joint venture, trust, employee benefit plan or other
enterprise as a director, officer, partner or trustee, from and against any
claim or liability to which that person may become subject or which that
person
may incur by reason of his or her status as a present or former director
or
officer of the registrant and to pay or reimburse such person's reasonable
expenses in advance of final disposition of a proceeding. The
registrant's bylaws obligate the registrant, to the maximum extent permitted
by
Maryland law, to indemnify any present or former director or officer or
any individual who, while a director or officer of the registrant and
at the request of the registrant, serves or has served another corporation,
real
estate investment trust, partnership, joint venture, trust, employee
benefit plan or other enterprise as a director, officer, partner or trustee
and
who is made a party to the proceeding by reason of his or her service in
that
capacity from and against any claim or liability to which that person may
become
subject or which that person may incur by reason of his or her status
as a present or former director or officer of the registrant and to
pay or reimburse such person's reasonable expenses in advance of final
disposition of a proceeding. The charter and bylaws also permit the
registrant to indemnify and advance expenses to any person who served a
predecessor of the registrant in any of the capacities described above and
any
employee or agent of the registrant or a predecessor of the
registrant.
Maryland
law requires a Maryland corporation (unless its charter provides otherwise,
which the registrant's charter does not) to indemnify a director or officer
who
has been successful in the defense of any proceeding to which he or she is
made
a party by reason of his or her service in that capacity. Maryland
law permits a Maryland corporation to indemnify its present and former directors
and officers, among others, against judgments, penalties, fines, settlements
and
reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason
of
their service in those or other capacities unless it is established that
(a) the
act
or
omission of the director or officer was material to the matter giving rise
to
the proceeding and (i) was committed in bad faith or (ii) was the result
of
active and deliberate dishonesty, (b) the director or officer actually received
an improper personal benefit in money, property or services, or (c) in the
case
of any criminal proceeding, the director or officer had reasonable cause
to
believe that the act or omission was unlawful. However, under
Maryland law, a Maryland corporation may not indemnify for an adverse judgment
in a suit by or in the right of the corporation or for a judgment of
liability on the basis that personal benefit was improperly received, unless
in
either case a court orders indemnification and then only for expenses. In
addition, Maryland law permits a corporation to advance reasonable expenses
to a
director or officer upon the corporation's receipt of (a) a written affirmation
by the director or officer of his or her good faith belief that he or she
has
met the standard of conduct necessary for indemnification by the corporation,
and (b) a written undertaking by such director or officer or on his or her
behalf to repay the amount paid or reimbursed by the corporation if it is
ultimately determined that the standard of conduct was not
met.
The
registrant maintains a "claims-made" directors and officers liability insurance
policy that insures directors and officers of the registrant against loss
from
claimed insured wrongful acts. The policy limit of liability is $10,000,000
each
policy year and is subject to retentions for each loss of $100,000, or $500,000
with respect to securities laws related losses, for the registrant.
Item
7. Exemption from Registration Claimed.
Not
applicable.
Item
8. Exhibits.
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4.1
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Capital
Trust, Inc. 2007 Long-Term Incentive Plan (filed as Exhibit 10.1
to the
registrant’s current report on Form 8-K (SEC File No. 001-14788) filed on
June 12, 2007 and incorporated herein by reference)
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5.1
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Opinion
of Venable LLP regarding the legality of the securities being registered
hereunder
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23.1
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Consent
of Ernst & Young LLP, independent registered public
accountants
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23.2
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Consent
of Venable LLP (included in Exhibit 5.1)
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24.1
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Power
of Attorney (included on the signature page of this registration
statement)
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Item
9. Undertakings
(a) The
registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
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(ii)
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To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
would not exceed that which was registered) and any deviation from
the low
or high end of the maximum offering range may be reflected in the
form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20%
percent change in the maximum aggregate offering price set forth
in the
“Calculation of Registration Fee” table in the effective registration
statement;
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(iii)
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To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
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Provided,
however, that:
(A)
Paragraphs (a)(1)(i)and (a)(1)(ii) of this section do not apply if the
registration statement is on Form S-8 (§ 239.16b of this chapter), and the
information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission
by
the registrant pursuant to section 13 or section 15(d) of the Exchange Act
(15 U.S.C. 78m or 78o(d)) that are incorporated by reference in the registration
statement; and
(B)
Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply
if
the registration statement is on Form S-3 (§ 239.13 of this chapter) or
Form F-3 (§ 239.33 of this chapter) and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant
to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement, or is contained in a form of prospectus
filed pursuant to Rule 424(b) (§ 230.424 (b) of this chapter) that is
part of the registration statement.
(C)
Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the registration statement is for an offering of asset-backed
securities on Form S-1 (§ 239.11 of this chapter) or Form S-3
(§ 239.13 of this chapter), and the information required to be included in
a post-effective amendment is provided pursuant to Item 1100(c) of
Regulation AB (§ 239.1100(c)).
(2) That,
for the purpose of determining any liability under the Securities Act, each
such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) If
the registrant is a foreign private issuer, to file a post-effective amendment
to the registration statement to include any financial statements required
by
Item 8.A of Form 20-F (17 CFR 249.220f) at the start of any delayed offering
or
throughout a continuous offering. Financial statements and
information otherwise required by Section 10(a)(3) of the Securities Act
need
not be furnished, provided that the registrant includes in the prospectus,
by
means of a post-effective amendment, financial statements required pursuant
to
this paragraph (a)(4) and other information necessary to ensure that all
other
information in the prospectus is at least as current as the date of those
financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (§ 239.33 of this chapter), a
post-effective amendment need not be filed to include financial statements
and
information required by Section 10(a)(3) of the Securities Act or §210.3-19
of this chapter if such financial statements and information are contained
in
periodic reports filed with or furnished to the Commission by the registrant
pursuant to section 13 or section 15(d) of the Exchange Act that are
incorporated by reference in the Form F-3.
(5) That,
for the purpose of determining liability under the Securities Act to any
purchaser:
(i) If
the registrant is relying on Rule 430B (§ 230.430B of this
chapter):
(A)
Each
prospectus filed by the registrant pursuant to Rule
424(b)(3) (§230.424(b)(3) of this chapter) shall be deemed to be part
of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or
(b)(7) (§ 230.424 (b)(2), (b)(5), or (b)(7) of this chapter) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415 (a)(1)(i), (vii), or
(x) (§ 230.415(a)(1)(i), (vii), or (x) of this chapter) for the
purpose of providing the information required by section 10(a) of the
Securities Act shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first
used
after effectiveness or the date of the first contract of sale of securities
in
the offering described in the prospectus. As provided in Rule 430B,
for liability purposes of the issuer and any person that is at that date
an
underwriter, such date shall be deemed to be a new effective date of the
registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at
that
time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by reference into
the
registration statement or prospectus that is part of the registration statement
will, as to a purchaser with a time of contract of sale prior to such effective
date, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made
in
any such document immediately prior to such effective date; or
(ii) If
the registrant is subject to Rule 430C, (§ 230.430C of this chapter), each
prospectus filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration statements relying
on
Rule 430B or other than prospectuses filed in reliance on Rule 430A
(§ 230.430A of this chapter), shall be deemed to be part of and included in
the registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference
into the registration
statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior
to such
first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in
any such document immediately prior to such date of first use.
(6) That,
for the purpose of determining liability of the registrant under the Securities
Act to any purchaser in the initial distribution of the securities:
The
undersigned registrant undertakes that in a primary offering of securities
of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser,
if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to
the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned registrant relating
to
the offering required to be filed pursuant to Rule 424 (§ 230.424 of this
chapter);
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf
of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining
any
liability under the Securities Act, each filing of the registrant’s annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
(and, where applicable, each filing of an employee benefit plan’s annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being
registered, the registrant will, unless in the opinion of its counsel the
matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies
that
it has reasonable grounds to believe that it meets all of the requirements
for
filing on Form S-8 and has duly caused this registration statement to be
signed
on its behalf by the undersigned, thereunto duly authorized, in the City
of New
York, State of New York, on July 27, 2007.
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CAPITAL
TRUST, INC. |
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By:
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/s/
John R.
Klopp
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Name: John
R.
Klopp |
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Title:
Chief
Executive Officer |
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POWER
OF ATTORNEY
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints John R. Klopp and Geoffrey G. Jervis, and each of
them
singly, such person's true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for such person and in such person's
name, place and stead, in any and all capacities (including such person's
capacity as a director and/or officer of Capital Trust, Inc.), to sign any
and
all amendments to this registration statement, and to file the same, with
all
exhibits thereto, and other documents in connection therewith, with the U.S.
Securities and Exchange Commission, granting unto each said attorney-in-fact
and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to
all
intents and purposes as he might or could do in person, hereby ratifying
and
confirming all that each said attorney-in-fact and agent, or their or his
substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement
has been signed by the following persons in the capacities and on the date
indicated:
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Signature
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Title
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Date
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/s/
Samuel
Zell
Samuel
Zell
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Chairman
of the Board
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July
27, 2007
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/s/
John
R. Klopp
John
R. Klopp
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Director,
Chief Executive officer and President (principal executive
officer)
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July
27, 2007
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/s/
Geoffrey
G. Jervis
Geoffrey
G. Jervis
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Chief
Financial Officer (principal financial and accounting
officer)
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July
27, 2007
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/s/
Thomas
E. Dobrowski
Thomas
E. Dobrowski
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Director
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July
27, 2007
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/s/
Martin
L. Edelman
Martin
L. Edelman
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Director
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July
27, 2007
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/s/
Craig
M. Hatkoff
Craig
M. Hatkoff
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Director
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July
27, 2007
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/s/
Edward
S. Hyman
Edward
S. Hyman
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Director
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July
27, 2007
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/s/
Henry
N. Nassau
Henry
N. Nassau
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Director
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July
27, 2007
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/s/
Joshua
A. Polan
Joshua
A. Polan
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Director
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July
27, 2007
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/s/
Lynne
B. Sagalyn
Lynne
B. Sagalyn
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Director
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July
27, 2007
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INDEX
TO EXHIBITS
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4.1
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Capital
Trust, Inc. 2007 Long-Term Incentive Plan (filed as Exhibit 10.1
to the
registrant’s current report on Form 8-K (SEC File No. 001-14788) filed on
June 12, 2007 and incorporated herein by reference)
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5.1
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Opinion
of Venable LLP regarding the legality of the securities being registered
hereunder
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23.1
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Consent
of Ernst & Young LLP, independent registered public
accountants
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23.2
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Consent
of Venable LLP (included in Exhibit 5.1)
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24.1
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Power
of Attorney (included on the signature page of this registration
statement)
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-10-