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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549



FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

iSTAR FINANCIAL INC.
(Exact Name of Registrant as Specified in Its Charter)

Maryland
(State of Incorporation or Organization)
  95-6881527
(I.R.S. Employer Identification Number)


1114 Avenue of the Americas
(Address of Principal Executive Offices)

 

10036
(Zip Code)

        If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. ý

        If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. o

        Securities Act registration statement file number to which this form relates: 333-105945

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered   Name of Each Exchange on Which Each Class is to be
Registered

Series F Cumulative Redeemable Preferred
Stock, par value $.001 per share

 

The New York Stock Exchange


Securities to be registered pursuant to Section 12(g) of the Act:

None





INFORMATION REQUIRED 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 the Series F Preferred Stock" in the Registrant's prospectus supplement dated September 24, 2003 which will be filed under Rule 424b and under the caption "Description of Common Stock and Preferred Stock" in the Registrant's prospectus dated July 8, 2003, as filed with the Commission on July 8, 2003 under Rule 424(b)(5) as a form of prospectus used after the effectiveness of the Registrant's registration statement on Form S-3 (Registration No. 333-105945), covering the offer and sale of shares of the class of securities to be registered hereby, which descriptions are incorporated herein by reference.


ITEM 2    EXHIBITS.

        The exhibits to this registration statement are listed in the Exhibit Index, which appears after the signature page and is incorporated herein by reference.

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SIGNATURES

        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.

    iSTAR FINANCIAL INC.

Date: September 24, 2003

 

By:

/s/  
JAY SUGARMAN      
Jay Sugarman
Chairman and Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number

  Description

3.1   Amended and Restated Charter of the Company (including the Articles Supplementary for the Series A, B, C, D and E Preferred Stock), incorporated herein by reference to the Company's quarterly report on Form 10-Q for the quarter ended March 31, 2000 and filed on May 15, 2000 and the Form 10-Q for the quarter ended June 30, 2003 and filed on August 14, 2003.

3.2

 

Form of Articles Supplementary designating the Company's 7.8% Series F Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $.001 per share.

4

 

Specimen certificate representing the Series F Cumulative Redeemable Preferred Stock.

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INFORMATION REQUIRED IN REGISTRATION STATEMENT
SIGNATURES
EXHIBIT INDEX