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): November 19, 2009
CAPITAL TRUST, INC.
(Exact Name of Registrant as specified in its charter)
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| Maryland
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1-14788
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94-6181186 |
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| (State or other jurisdiction
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(Commission File
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(IRS Employer |
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Number)
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Identification No.) |
410 Park Avenue, 14th Floor, New York, NY 10022
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (212) 655-0220
N/A
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
In connection with the resignation of John R. Klopp as president and chief executive and as a
director 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 separation and consulting agreement, dated
November 19, 2009 (the “Agreement”), with Mr. Klopp. Pursuant to the Agreement, Mr. Klopp resigned
from all of his offices with the Company effective December 1, 2009. The Agreement provides for
the engagement of Mr. Klopp as a consultant for a one-year period commencing on December 1, 2009
(the “Consulting Period”) and for the payment of a consulting fee, payable monthly in equal
installments of $83,333 throughout the Consulting Period. The Agreement also provides for, among
other things: (i) the payment of a cash bonus of $600,000 for
2009, subject to lender approval, (ii) continued vesting of restricted stock and performance stock throughout the Consulting
Period, (iii) the extension of the right to exercise vested stock options through the end of the
Consulting Period, (iv) continuation of group health insurance coverage until the earlier of the
eligibility for comparable coverage from a new employer or the expiration of the Consulting Period,
and (v) the termination of certain post employment covenants restricting the solicitation of
investors and employment or participation in certain competing businesses.
The foregoing description of the Agreement is qualified in its entirety by reference to the
Agreement, that will be attached as an exhibit to the Company’s Quarterly Report on Form 10-K for
the year ended December 31, 2009 which the Company intends to file in March 2010.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
(b) John R. Klopp resigned from the offices of president and chief executive officer and
director of the Company effective as of December 1, 2009. Mr. Klopp will serve as a consultant to
the Company for a one-year period commencing on December 1, 2009.
(c) and (d) The board of directors of the Company appointed Stephen D. Plavin to serve as
president and chief executive and a director of the Company effective December 1, 2009. Mr. Plavin, age 49, has
served as chief operating officer of the Company since 1998, with
responsibility for the lending, investing and asset management
activities of the Company. Prior to that time, Mr. Plavin was
employed for fourteen years with the Chase Manhattan Bank and its securities affiliate, Chase
Securities Inc. Mr. Plavin held various positions within the real estate finance unit of Chase,
including the management of loan origination and execution, loan
syndications, portfolio
management, banking services, and real estate owned sales. He served as a managing director
responsible for real estate client management of Chase’s major real estate relationships and in
1997 he became co-head of global real estate for Chase. Mr. Plavin serves as a director of Omega
Healthcare Investors, Inc., a skilled nursing real estate investment
trust and WCI Communities, Inc., a privately held developer of
residential communities.
A copy of the press release relating to Mr. Klopp’s resignation and Mr. Plavin’s appointment
is attached hereto as Exhibit 99.1 and is incorporated herein by reference.