As filed with the Securities and Exchange Commission on May 27, 2021

 

Registration No. 333-

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form S-8

 

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

TREMONT MORTGAGE TRUST

(Exact name of registrant as specified in its charter)

 

 

Maryland 82-1719041
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)

 

Two Newton Place

255 Washington Street, Suite 300
Newton, MA 02458-1634

(Address of principal executive offices) (zip code)

 

Tremont Mortgage Trust

Amended and Restated 2017 Equity Compensation Plan

(Full title of the plan)

 

 

G. Douglas Lanois

Chief Financial Officer and Treasurer

Tremont Mortgage Trust

Two Newton Place

255 Washington Street, Suite 300

Newton, MA 02458-1634

(Name and address of agent for service)

 

(617) 796-8317

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

 

Copy to:

Lindsey A. Getz
Sullivan & Worcester LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 338-2800

 

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

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer x Smaller reporting company x
  Emerging growth company x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities
to be Registered
  Amount to be
Registered(1)
      Proposed
Maximum
Offering Price
per Share(3)
      Proposed
Maximum
Aggregate
Offering
Price(3)
    Amount of
Registration
Fee(4)
 
Common Shares of Beneficial Interest, $0.01 par value     350,000 (2)   $ 6.04     $ 2,114,000   $ 230.64  
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement on Form S-8, or this Registration Statement, shall also cover, in addition to the number of shares stated above, an indeterminate number of additional common shares of beneficial interest, $0.01 par value per share, or Common Shares, of Tremont Mortgage Trust, or the Company, that may become issuable under the Tremont Mortgage Trust Amended and Restated 2017 Equity Compensation Plan, or the Plan, by reason of certain corporate transactions or events, including any stock dividend, stock split, recapitalization or any other similar transaction effected which results in an increase in the number of the Company’s outstanding Common Shares.

 

(2) Represents solely the additional 350,000 Common Shares newly available for grant under the Plan.

 

(3) This amount is estimated in accordance with paragraphs (c) and (h) of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the high and low sales prices per Common Share as reported on The Nasdaq Stock Market LLC on May 25, 2021.

 

(4) The registration fee has been calculated pursuant to Section 6(b) of the Securities Act by multiplying .0001091 by the proposed maximum aggregate offering price (as computed in accordance with Rule 457 under the Securities Act solely for the purpose of determining the registration fee of the securities registered hereby).

 

 

 

 

EXPLANATORY NOTE

 

At the 2021 Annual Meeting of Shareholders of the Company held on May 27, 2021, the Company’s shareholders approved an amendment and restatement of the Plan to, among other things, increase by 350,000 the total number of Common Shares available for grant under the Plan to 582,500 Common Shares.

 

This Registration Statement is intended to register the additional 350,000 Common Shares available for grant under the Plan, as such number may be adjusted under the Plan.

 

PART I

 

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

 

The document(s) containing the information specified in this Part I will be sent or given to employees as specified by Rule 428(b)(1) (§230.428(b)(1)). Such documents need not be filed with the Securities and Exchange Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 (§230.424). These documents and the documents incorporated by reference in the Registration Statement pursuant to Item 3 of Part II of this Form, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933, as amended. See Rule 428(a)(1) (§230.428(a)(1)).

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

Tremont Mortgage Trust, or the Company, hereby incorporates by reference into this registration statement on Form S-8, or this Registration Statement, the following documents filed with the Securities and Exchange Commission, or the Commission:

 

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, or the 2020 Annual Report on Form 10-K, filed on February 22, 2021;

 

(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 filed on April 28, 2021;

 

(c) The Company’s Current Report on Form 8-K filed on April 27, 2021;

 

(d) The information identified as incorporated by reference under Items 10, 11, 12, 13 and 14 of Part III of the 2020 Annual Report on Form 10-K to the Company’s Definitive Proxy Statement for the Company’s 2021 Annual Meeting of Shareholders filed on March 25, 2021; and

 

(e) The description of the Company’s Common Shares set forth in the Registration Statement on Form 8-A, under the Securities Exchange Act of 1934, as amended, or the Exchange Act, including any amendment or report filed or to be filed for the purpose of updating such description.

 

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

Item 4. Description of Securities.

 

Not Applicable.

 

Item 5. Interests of Named Experts and Counsel.

 

Not Applicable.

 

Item 6. Indemnification of Directors and Officers.

 

The laws related to Maryland real estate investment trusts, or the Maryland REIT Law, permit a real estate investment trust, or REIT, formed under Maryland law to include in its declaration of trust a provision limiting the liability of its trustees and officers to the REIT 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 by the trustee or officer that was established by a final judgment as being material to the cause of action adjudicated. The Company’s declaration of trust contains a provision which eliminates the liability of its Trustees and officers to the maximum extent permitted by the Maryland REIT Law.

 

 

The Maryland REIT Law also permits a Maryland REIT to indemnify and advance expenses to its trustees, officers, employees and agents to the same extent permitted by the Maryland General Corporation Law, or the MGCL, for directors and officers of Maryland corporations. The MGCL permits a 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, or are threatened to be made, a party by reason of their service in those capacities. However, a Maryland corporation is not permitted to provide this type of indemnification if the following is established:

 

· the act or omission of the director or officer was material to the matter giving rise to the proceeding and (a) was committed in bad faith or (b) was the result of active and deliberate dishonesty;

 

· the director or officer actually received an improper personal benefit in money, property or services; or

 

· in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful.

 

Under Maryland law, a Maryland corporation may not indemnify a director or officer in a suit by the corporation or in its right in which the director or officer was adjudged liable to the corporation or in a suit in which the director or officer, was adjudged liable on the basis that a personal benefit was improperly received. A court may order indemnification if it determines that the director or officer is fairly and reasonably entitled to indemnification, even though the director or officer did not meet the prescribed standard of conduct or was adjudged liable on the basis that personal benefit was improperly received. However, indemnification for an adverse judgment in a suit by the corporation or in its right, or for a judgment of liability on the basis that a personal benefit was improperly received, is limited to expenses. The MGCL permits a corporation to advance reasonable expenses to a director or officer upon the corporation’s receipt of the following:

 

· 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

 

· a written undertaking by him or her, or on his or her behalf, to repay the amount paid or reimbursed by the corporation if it is ultimately determined that this standard of conduct was not met.

 

The Company’s declaration of trust requires it to indemnify, to the maximum extent permitted by Maryland law in effect from time to time, any present or former Trustee or officer of the Company, and any individual who, while a present or former Trustee or officer of the Company and, at the Company’s request, serves or has served as a trustee, director, officer, partner, member, manager, employee or agent of another REIT, corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise, and who is made or threatened to be made a party to, or witness in, a proceeding by reason of his or her present or former service in that capacity. Except with respect to proceedings to enforce rights to indemnification, the Company is required to indemnify a Trustee or officer as described in this paragraph in connection with a proceeding initiated by him or her against the Company only if such proceeding was authorized by the Company’s Board of Trustees.

 

Under the Company’s declaration of trust, the Company is also required to advance expenses to a Trustee or officer of the Company, without a preliminary determination of ultimate entitlement to indemnification as provided above for a Maryland corporation. The Company’s declaration of trust also permits the Company, with the approval of its Board of Trustees, to obligate itself to indemnify and advance expenses to certain other persons, including, for example, Tremont Realty Advisors LLC, or TRA, the manager of the Company, and its affiliates (including The RMR Group Inc. and The RMR Group LLC, or collectively, RMR) and any present or former employee, manager or agent of the Company, its subsidiaries or TRA or their affiliates (including RMR).

 

The Company has also entered into indemnification agreements with its Trustees and officers providing for procedures for indemnification by the Company to the maximum extent permitted by Maryland law and advancements by the Company of certain expenses and costs relating to claims, suits or proceedings arising from their service to the Company. The Company also maintain directors’ and officers’ liability insurance for its Trustees and officers.

 

 

Item 7. Exemption from Registration Claimed.

 

Not Applicable.

 

Item 8. Exhibits.

 

Exhibit
Number
    Description
4.1     Form of Common Share Certificate. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2017.)
       
4.2     Articles of Amendment and Restatement of the Company effective September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2017.)
       
4.3     Amended and Restated Bylaws of the Company dated September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2017.)
       
5.1     Opinion of Venable LLP. (Filed herewith.)
       
23.1     Consent of Deloitte & Touche LLP. (Filed herewith.)
       
23.2     Consent of Ernst & Young LLP. (Filed herewith.)
       
23.3     Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement). (Included in Exhibit 5.1.)
       
24.1     Power of Attorney (included on signature page herein). (Included on signature pages.)
       
99.1     Tremont Mortgage Trust Amended and Restated 2017 Equity Compensation Plan. (Incorporated by reference to Annex A to the Company’s definitive Proxy Statement for the Company’s 2021 Annual Meeting of Shareholders filed with the Commission on March 25, 2021.)

 

Item 9. Undertakings.

 

(a)    The undersigned 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:

 

(i)    To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended, or the Securities Act;

 

(ii)   To reflect in the prospectus any facts or events arising after the effective date of this 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 this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated 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% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

 

 

(iii)  To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if 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 Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement.

 

(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.

 

(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 Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this 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 trustees, 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 Securities and Exchange 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 trustee, director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, 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 Newton, Commonwealth of Massachusetts, on May 27, 2021.

 

TREMONT MORTGAGE TRUST
   
By: /s/ G. Douglas Lanois
    G. Douglas Lanois
    Chief Financial Officer and Treasurer

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons in the capacities and on the dates indicated; and each of the undersigned officers and trustees of Tremont Mortgage Trust, hereby severally constitutes and appoints each of Thomas J. Lorenzini and G. Douglas Lanois to sign for him, and in his name in the capacity indicated below, this Registration Statement for the purpose of registering such securities under the Securities Act of 1933, as amended, and any and all subsequent amendments to the Registration Statement, hereby ratifying and confirming their signatures as they may be signed by their attorneys to this Registration Statement and any and all subsequent amendments to the Registration Statement.

 

Signature   Title  

Date

         
/s/ Thomas J. Lorenzini   President   May 27, 2021
Thomas J. Lorenzini    
         
/s/ G. Douglas Lanois   Chief Financial Officer and Treasurer   May 27, 2021
G. Douglas Lanois   (principal financial officer and principal
accounting officer)
 
         
/s/ John L. Harrington   Independent Trustee   May 27, 2021
John L. Harrington    
         
/s/ Matthew P. Jordan   Managing Trustee   May 27, 2021
Matthew P. Jordan    
         
/s/ William A. Lamkin   Independent Trustee   May 27, 2021
William A. Lamkin    
         
/s/ Joseph L. Morea   Independent Trustee    
Joseph L. Morea     May 27, 2021
         
/s/ Adam D. Portnoy   Managing Trustee    
Adam D. Portnoy       May 27, 2021

 

 

EXHIBIT INDEX

 

Tremont Mortgage Trust

 

Exhibit
Number
    Description
4.1     Form of Common Share Certificate. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2017.)
       
4.2     Articles of Amendment and Restatement of the Company effective September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2017.)
       
4.3     Amended and Restated Bylaws of the Company dated September 14, 2017. (Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 18, 2017.)
       
5.1     Opinion of Venable LLP. (Filed herewith.)
       
23.1     Consent of Deloitte & Touche LLP. (Filed herewith.)
       
23.2     Consent of Ernst & Young LLP. (Filed herewith.)
       
23.3     Consent of Venable LLP (contained in the opinion filed as Exhibit 5.1 to this Registration Statement). (Included in Exhibit 5.1.)
       
24.1     Power of Attorney (included on signature page herein). (Included on signature pages.)
       
99.1     Tremont Mortgage Trust Amended and Restated 2017 Equity Compensation Plan. (Incorporated by reference to Annex A to the Company’s definitive Proxy Statement for the Company’s 2021 Annual Meeting of Shareholders filed with the Commission on March 25, 2021.)

 

Tremont Mortgage (NASDAQ:TRMT)
Historical Stock Chart
From Sep 2021 to Oct 2021 Click Here for more Tremont Mortgage Charts.
Tremont Mortgage (NASDAQ:TRMT)
Historical Stock Chart
From Oct 2020 to Oct 2021 Click Here for more Tremont Mortgage Charts.