SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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 or other jurisdiction (I.R.S. Employer of incorporation) Identification No.) 1251 Avenue of the Americas, 16th Floor, New York, NY 10020 ---------------------------------------- ------------ (Address of Principal Executive Offices) (Zip Code) If this form relates to the If this form relates to the registration of a class of registration of a class of securities pursuant to Section securities pursuant to Section 12(b) of the Exchange Act and is 12(g) of the Exchange Act and is effective pursuant to General effective pursuant to General Instruction A.(c), please check the Instruction A.(d), please check the following box. [X] following box. [ ] Securities Act registration number to which this form relates: 333-109597 Securities to be registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on to be so Registered Which Each Class is to be Registered ------------------- ------------------------------------ 8.05% Series C Cumulative New York Stock Exchange, Inc. Redeemable Preferred Stock Securities to be registered pursuant to Section 12(g) of the Act: None - -------------------------------------------------------------------------------- (Title of Class) ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. A description of the 8.05% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, which are to be registered under this registration statement, is contained under the caption "Description of Series C Preferred Stock" in the Prospectus Supplement, dated October 20, 2005, to the Prospectus, dated November 3, 2003, constituting a part of the registration statement on Form S-3 (File No. 333-109597) of Newcastle Investment Corp., filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. This description and the related information contained under the caption "Description of Capital Stock -- Preferred Stock" in the Prospectus, dated November 3, 2003, are incorporated by reference into this registration statement, and any description included in a form of prospectus supplement subsequently filed by Newcastle Investment Corp. under Rule 424(b) under the Securities Act relating to the 8.05% Series C Cumulative Redeemable Preferred Stock will be deemed to be incorporated by reference into this registration statement. ITEM 2. EXHIBITS. 3.1 Article Supplementary defining the rights of holders of the 8.05% Series C Cumulative Redeemable Preferred Stock. 4.1 Form of Certificate for 8.05% Series C Cumulative Redeemable Preferred Stock. 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. -------------------------- (Registrant) By: /s/ Randal A. Nardone --------------------- Name: Randal A. Nardone Date: October 25, 2005 Title: Secretary