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): May 26, 2005
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CAPITAL TRUST, INC.
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(Exact Name of Registrant as specified in its charter)
Maryland 1-14788 94-6181186
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
410 Park Avenue, 14th Floor, New York, NY 10022
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 655-0220
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N/A
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(Former name or former address, if changed since last report)
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):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the resignation of Brian H. Oswald as chief
financial officer, treasurer and secretary of Capital Trust, Inc. (the
"Company") discussed below in Item 5.02(b) of the Current Report on Form 8-K
("Current Report"), the Company entered into a letter agreement (the "Transition
Agreement") dated May 26, 2005 with Mr. Oswald pursuant to which Mr. Oswald will
remain an employee of the Company through July 31, 2005 to assist the Company
with the preparation of the Company's financial statements for the second fiscal
quarter and related SEC filings and the transition of his duties and
responsibilities. Pursuant to the Transition Agreement, following the
termination of Mr. Oswald's employment with the Company and conditioned on Mr.
Oswald executing the general release, the Company has agreed to provide Mr.
Oswald with, among other things: (i) a lump-sum separation payment of $175,000,
payable within 10 business days after Mr. Oswald's execution of the general
release, (ii) immediate vesting of 2,076 shares of unvested restricted stock in
total under the Company's Second Amended and Restated 1997 Long-Term Incentive
Stock Plan (the "1997 Plan") and the Company's Amended and Restated 2004
Long-Term Incentive Plan, (iii) an extension of the period in which Mr. Oswald
may exercise his vested stock options under the 1997 Plan should the Company be
in an insider trading blackout period when Mr. Oswald's employment with the
Company ends and (iv) continuation of health and dental insurance coverage. The
Transition Agreement is filed as Exhibit 10.1 hereto and is incorporated herein
by reference.
In connection with the appointment of Geoffrey G. Jervis as chief
financial officer, treasurer and secretary of the Company discussed below in
Item 5.02(c) of this Current Report, Mr. Jervis was awarded a cash bonus of
$150,000.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) Effective May 26, 2005, Brian H. Oswald resigned from the offices of chief
financial officer, treasurer and secretary of the Company. Mr. Oswald will
remain an employee of the Company for a period of time to be determined to allow
for the transition of his duties and responsibilities.
(c) The board of directors of the Company has approved the appointment of
Geoffrey G. Jervis to serve as chief financial officer, treasurer and secretary
of the Company, effective May 26, 2005. Mr. Jervis, age 34, has served as the
Company's Director of Capital Markets since 2004 and previously served as the
Company's vice president since 2003. He has been employed by the Company in
various positions since 1999. In his most recent position, Mr. Jervis was
responsible for the Company's capital markets activities that include the
structuring, marketing and management of the Company's equity and liability
structures for the Company's balance sheet and on behalf of the Company's funds
under management. Prior to joining the Company, Mr. Jervis was the Chief of
Staff to the New York City Economic Development Corporation under the Giuliani
Administration. Mr. Jervis has an undergraduate degree from Vanderbilt
University and an M.B.A. from Columbia Business School.
A copy of the press release relating to Mr. Jervis' appointment and Mr.
Oswald's resignation is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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10.1 Transition Agreement, dated May 26, 2005, by
and between the Company and Brian H. Oswald
99.1 Press Release dated May 26, 2005
SIGNATURES
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 hereunto duly authorized.
CAPITAL TRUST, INC.
By: /s/ John R. Klopp
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Name: John R. Klopp
Title: Chief Executive Officer
Date: May 27, 2005
Exhibit Index
Exhibit Number Description
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10.1 Transition Agreement, dated May 26, 2005, by
and between the Company and Brian H. Oswald
99.1 Press Release dated May 26, 2005