SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------- FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Newcastle Investment Corp. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Maryland 81-0559116 - ---------------------------------------- ------------------------------------ (State of Incorporation or Organization) (I.R.S. Employer Identification No.) 1251 Avenue of the Americas New York, NY 10020 - ---------------------------------------------------- ------------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the registration of a If this form relates to the registration of a class of securities pursuant to Section 12(b) class of securities pursuant to Section 12(g) of the Exchange Act and is effective of the Exchange Act and is effective pursuant to General Instruction A.(c), please pursuant to General Instruction A.(d), please check the following box. [X] check the following box.
Securities Act registration statement file number to which this form relates: File No. 333-103598; File No. 333-103807. Securities to be registered pursuant to Section 12(b) of the Exchange Act: TITLE OF EACH CLASS TO NAME OF EACH EXCHANGE ON WHICH BE SO REGISTERED EACH CLASS IS TO BE REGISTERED - ---------------------- ------------------------------- 9.75% Series B Cumulative Redeemable New York Stock Exchange Preferred Stock, par value $0.01 per share Securities to be registered pursuant to Section 12(g) of the Act: None - ------------------------------------------------------------------------------- (Title of Class) INFORMATION IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The information required by this Item 1 is set forth under the caption "Description of Series B Preferred Stock" contained in Newcastle Investment Corp.'s Registration Statement on Form S-11 originally filed on March 4, 2003, as amended (File No. 333-103598),and in Newcastle Investment Corp.'s Registration Statement on Form S-11 filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, (File No. 333-103807), covering the offer and sale of shares of the class of the securities registered hereby, which description is incorporated herein by reference. ITEM 2. EXHIBITS The following exhibits are filed as part of this registration statement: 3.1 Articles of Amendment and Restatement of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant's Registration Statement on Form S-11 (File No. 333-90578)). 3.2 By-laws of the Registrant (incorporated herein by reference to Exhibit 3.2 to the Registrant's Registration Statement on Form S-11 (File No. 333-90578)). 3.3 Form of Articles Supplementary Relating to the Series B Preferred Stock (incorporated herein by reference to Exhibit 3.3 to the Registrant's Registration Statement on Form S-11 (File No. 333-103598)). 4.1 Form of Certificate for Series B Preferred Stock (incorporated herein by reference to Exhibit 4.1 to the Registrant's Registration Statement in Form S-11 (File No. 333-103598)). 2 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. NEWCASTLE INVESTMENT CORP. Date: March 14, 2003 By: /s/ Randal A. Nardone --------------------- Name: Randal A. Nardone Title: Secretary 3