RSO Resource Capital Corp. Resource Capital Corp. (delisted)

As filed with the Securities and Exchange Commission on November 12, 2014

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

RESOURCE CAPITAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland		20-2287134
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
712 Fifth Ave., 12th Floor, New York, New York		10019
(Address of Principal Executive Offices)		(Zip Code)

Resource Capital Corp. Amended and Restated Omnibus Equity Compensation Plan

(Full title of the plan)

Michael S. Yecies, Esquire

Resource Capital Corp.

One Crescent Drive, Suite 203

Philadelphia PA 19112

(215) 546-5005

(Name and address of agent for service)

(212) 974-1708

(Telephone number, including area code, of agent for service)

Copy to:

Mark E. Rosenstein, Esquire

Ledgewood

1900 Market Street, Suite 750

Philadelphia, PA 19103

(215) 731-9450

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

CALCULATION OF REGISTRATION FEE

Title of securities to be registered		Amount to be registered(1)		Proposed maximum offering price per share(2)		Proposed maximum aggregate offering price(2)		Amount of registration fee
Common Stock, par value $0.001 per share		7,700,000		$5.11		$39,347,000		$4,573

(1)

In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this registration statement also shall be deemed to cover an indeterminate number of additional common units issuable in the event the number of outstanding units of the registrant is increased by split, reclassification, dividend or the like.

(2)	Estimated solely for purposes of determining the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended, based upon the average of the high and low sales prices of the Registrant’s common stock as reported on the New York Stock Exchange on November 6, 2014.

 

 

 

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

On May 29, 2014, the stockholders of Resource Capital Corp. (the “Registrant”) approved an amendment and restatement of the Resource Capital Corp. Amended and Restated Omnibus Equity Compensation Plan that (i) increased the number of shares authorized for issuance under the plan from 5,400,000 shares to 13,100,000 shares; (ii) extended the expiration date of the plan to May 29, 2024; and (iii) made other clarifying and updating amendments to the plan (as so amended and restated, the “Plan”). This Registration Statement is being filed to register an additional 7,700,000 shares of the Registrant’s common stock that may be issued under the Plan. Pursuant to General Instruction E of Form S-8, the Registrant hereby incorporates by reference the contents of the Registrant’s Registration Statements on Form S-8 (Nos. 333-151622 and 333-176448) as previously filed with the Securities and Exchange Commission on June 12, 2008 and August 24, 2011, respectively.

Item 8. Exhibits.

The Exhibits furnished as part of this registration statement on Form S-8 are identified in the Exhibit Index immediately following the signature pages of this registration statement. Such Exhibit Index is incorporated herein by reference.

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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 Philadelphia, Commonwealth of Pennsylvania, on November 12, 2014.

 

KNOWN ALL PERSONS BY THESE PRESENTS, that the persons whose signatures appear below, constitute and appoint Jonathan Z. Cohen, David J. Bryant and Michael S. Yecies, and each of them, as their true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for them and in their names, places and steads, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and the other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as they might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents, or any of them, or their or his or her 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 indicated below on November 12, 2014.

 

/S/    STEVEN J. KESSLER				Chairman of the Board
Steven J. Kessler
/S/    JONATHAN Z. COHEN				President, Chief Executive Officer and Director
Jonathan Z. Cohen				(Principal executive officer)
/S/    EDWARD E. COHEN				Director
Edward E. Cohen
/S/    DAVID J. BRYANT				Senior Vice President, Chief Financial Officer and Treasurer
David J. Bryant				(Principal financial officer)
/S/    ELDRON C. BLACKWELL				Vice President and Chief Accounting Officer
Eldron C. Blackwell				(Principal accounting officer)
/S/    WALTER T. BEACH				Director
Walter T. Beach
/S/    RICHARD L. FORE				Director
Richard L. Fore
/S/    WILLIAM B. HART				Director
William B. Hart

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/S/    GARY ICKOWICZ				Director
Gary Ickowicz
/S/    MURRAY S. LEVIN				Director
Murray S. Levin
/S/    P. SHERRILL NEFF				Director
P. Sherrill Neff
/S/     STEPHANIE H. WIGGINS				Director
Stephanie H. Wiggins

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EXHIBIT INDEX

The following exhibits are filed herewith:

 

EXHIBIT		DOCUMENT
4.1		Resource Capital Corp. Omnibus Equity Compensation Plan, amended and restated as of May 29, 2014. Incorporated by reference to Exhibit A to the Registrant’s Proxy Statement for its Annual Meeting of Stockholders held May 29, 2014, filed on April 16, 2014.
5.1		Opinion of Foley & Lardner LLP as to legality of the securities being registered.
23.1		Consent of Grant Thornton LLP.
23.2		Consent of Foley & Lardner LLP (contained in Exhibit 5.1).
24.1		Power of Attorney (included on signature page).

Exhibit 5.1

November 12, 2014

RESOURCE CAPITAL CORP.

712 Fifth Avenue, 12^th Floor

New York, New York 10019

 

Re:

Registration Statement on Form S-8 (2014 Omnibus Equity Compensation Plan)

Ladies and Gentlemen:

We serve as special Maryland counsel to Resource Capital Corp., a Maryland corporation (the “Company”), in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of the sale and issuance of 7,700,000 shares (the “Shares”) of Common Stock, $0.001 par value per share, of the Company (“Common Stock”), covered by the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission (the “Commission”) on the date hereof (the “Registration Statement”).

In connection with our representation of the Company, and as a basis for the opinion hereinafter set forth, we have examined originals, or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the “Documents”):

1. The Registration Statement and the related form of prospectus included therein in the form transmitted to the Commission for filing under the Act;

2. The charter of the Company (the “Charter”), certified as of a recent date by the State Department of Assessments and Taxation of Maryland (the “SDAT”);

3. The Amended and Restated Bylaws of the Company, certified as of the date hereof by the Secretary of the Company;

4. Resolutions adopted by the Board of Directors of the Company (the “Resolutions”) relating to (a) the registration, sale and issuance of the Shares and (b) the approval of the Company’s 2014 Omnibus Equity Compensation Plan (the “Plan”), certified as of the date hereof by the Secretary of the Company;

5. The Plan, certified as of the date hereof by the Secretary of the Company;

6. The form of certificate to be used by the Company to represent a Share, certified as of the date hereof by the Secretary of the Company;

7. A certificate of the SDAT as to the good standing of the Company, dated as of the date hereof; and

8. A certificate executed by Michael S. Yecies, Secretary of the Company, dated as of the date hereof.

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RESOURCE CAPITAL CORP.

November 12, 2014

Page 2

 

In expressing the opinions set forth below, we have assumed the following:

1. Each individual executing any of the Documents, whether on behalf of such individual or another person, is legally competent to do so.

2. Each individual executing any of the Documents on behalf of a party (other than the Company) is duly authorized to do so.

3. Each of the parties (other than the Company) executing any of the Documents has duly and validly executed and delivered each of the Documents to which such party is a signatory, and such party’s obligations set forth therein are legal, valid and binding.

4. All Documents submitted to us as originals are authentic. All Documents submitted to us as certified or photostatic copies conform to the original documents. All signatures on all such Documents are genuine. All public records reviewed or relied upon by us or on our behalf are true and complete. All statements and information contained in the Documents are true and complete. There has been no oral or written modification or amendment to the Documents, or waiver of any provision of the Documents, by action or omission of the parties or otherwise.

5. None of the Shares will be issued or transferred in violation of any restriction or limitation on transfer or ownership of shares of Capital Stock (as defined in the Charter) contained in Article VI of the Charter.

6. The total number of shares of Common Stock issued and outstanding after the issuance of any of the Shares will not exceed the number of shares of Common Stock that the Company then has authority to issue under the Charter.

Based upon the foregoing, and subject to the assumptions, limitations and qualifications stated herein, it is our opinion that:

1. The Company is a corporation duly incorporated and existing under and by virtue of the laws of the State of Maryland and is in good standing with the SDAT.

2. The Shares have been duly authorized and, when issued and delivered in accordance with the Charter, the Resolutions, the Plan and the applicable grant agreements utilized under the Plan, will be validly issued, fully paid and nonassessable.

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RESOURCE CAPITAL CORP.

November 12, 2014

Page 3

 

The foregoing opinions are limited to the substantive laws of the State of Maryland and we do not express any opinion herein concerning any other law. We express no opinion as to compliance with the securities (or “blue sky”) laws of the State of Maryland. The opinions expressed herein are subject to the effect of judicial decisions which may permit the introduction of parol evidence to modify the terms or the interpretation of agreements.

We assume no obligation to supplement this opinion letter if any applicable law changes after the date hereof or if we become aware of any fact that might change the opinions expressed herein after the date hereof.

This opinion is being furnished to you at your request for submission to the Commission as an exhibit to the Registration Statement.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the use of the name of our firm therein under the heading “Legal Matters”. In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Act.

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our reports dated March 3, 2014, with respect to the consolidated financial statements, schedules, and internal control over financial reporting included in the Annual Report of Resource Capital Corp. on Form 10-K for the year ended December 31, 2013, which are incorporated by reference in this Registration Statement. We consent to the incorporation by reference in the Registration Statement of the aforementioned reports.

/s/ GRANT THORNTON LLP

Philadelphia, Pennsylvania

November 12, 2014