As filed with the Securities and Exchange Commission on August 15, 2005

Registration No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-8

PMC Commercial Trust

(Exact Name of Registrant as Specified in its Charter)

Texas (State of Other Jurisdiction of Incorporation or Organization)		75-6446078 (I.R.S. Employer Identification Number)
17950 Preston Road, Suite 600 Dallas, Texas (Address of Principal Executive Offices)		75252 (Zip Code)

PMC Commercial Trust
2005 Equity Incentive Plan
(Full Title of the Plan)

Lance B. Rosemore
President and Chief Executive Officer
PMC Commercial Trust
17950 Preston Road, Suite 600
Dallas, Texas 75252
(Name and Address of Agent for Service)

(972) 349-3200
(Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Gina E. Betts, Esq.
Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201
(214) 740-8000

CALCULATION OF REGISTRATION FEE

Proposed Maximum

Proposed Maximum

Title of Securities

Amount to be

Offering Price

Aggregate Offering

Amount of

to be Registered

Registered (1)

per Share (2)

Price (2)

Registration Fee

Common Shares of Beneficial Interest, $0.01 par value

500,000

$12.475

$6,237,500

$734

	(1)		Pursuant to Rule 416(c) promulgated under the Securities Act of 1933, as amended, this Registration Statement shall also cover such indeterminate number of additional shares of Common Shares of Beneficial Interest as may become issuable pursuant to terms designed to prevent dilution resulting from stock splits, stock dividends, mergers or combinations or similar transactions.
	(2)		Estimated solely for the purpose of calculating the registration fee. This fee was calculated in accordance with Rule 457(c) and (h)(1) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices for the Common Shares of Beneficial Interest on the American Stock Exchange on August 10, 2005.

 

 

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Pursuant to the Note to Part I of Form S-8, the documents containing the information required by Part I are not required to be and are not being filed with the Securities and Exchange Commission. These documents will be sent or given to participants in the 2005 Equity Incentive Plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended. The registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the registrant shall furnish to the Commission or its staff a copy or copies of any or all of the documents included in such file free of charge. Such requests should be sent to the Accounting Department, PMC Commercial Trust, 17950 Preston Road, Suite 600, Dallas, Texas 75252 or requested by phone at (972) 349-3235. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act of 1933.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

     The documents set forth below are hereby incorporated by reference in this Registration Statement.

	(i)		Our Current Report on Form 8-K, filed with the Commission on August 10, 2005.
	(ii)		Our Quarterly Report on Form 10-Q, filed with the Commission on August 9, 2005.
	(iii)		Our Current Report on Form 8-K, filed with the Commission on June 23, 2005.
	(iv)		Our Current Report on Form 8-K, filed with the Commission on June 13, 2005.
	(v)		Our Current Report on Form 8-K, filed with the Commission on June 1, 2005.
	(vi)		Our Current Report on Form 8-K, filed with the Commission on May 17, 2005.
	(vii)		Our Current Report on Form 8-K, filed with the Commission on May 16, 2005.
	(viii)		Our Quarterly Report on Form 10-Q, filed with the Commission on May 10, 2005.
	(ix)		Our Annual Report on Form 10-K, filed with the Commission on March 16, 2005.

     All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or that deregisters the securities offered hereby then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof commencing on the respective dates on which such documents are filed. Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement, except as such statement is so modified or superceded.

Item 4. Description of Securities.

     Not applicable.

Item 5. Interests of Named Experts and Counsel.

     Not applicable.

Item 6. Indemnification of Directors and Officers.

     The Texas Real Estate Investment Trust Act, as amended (the “Texas REIT Act”), subject to procedures and limitations stated therein, allows us to indemnify any person who was, is or is threatened to be made a named defendant or respondent in a proceeding because the person is or was a trust manager or officer against judgments, penalties (including excise and similar taxes), fines, settlements and reasonable expenses actually incurred by the person in connection with the proceeding. We are required by Section 9.1 of the Texas REIT Act to indemnify a trust manager or officer against reasonable expenses incurred by him in connection with a proceeding in which he is named defendant or respondent because he is or was a trust manager or officer if he has been wholly successful, on

the merits or otherwise, in the defense of the proceeding. Under the Texas REIT Act, trust managers and officers are not entitled to indemnification if (1) the trust manager or officer is found liable to the real estate investment trust or is found liable on the basis that personal benefit was improperly received and (2) the trust manager or officer is found liable for willful or intentional misconduct in the performance of his duty to the real estate investment trust. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any provision of the Declaration of Trust, bylaws, agreements or otherwise. In addition, we have, pursuant to Section 15(D) of the Texas REIT Act, provided in our Declaration of Trust that, to the fullest extent permitted by applicable law, a trust manager shall not be liable for any act, omission, loss, damage or expense arising from the performance of his duty under the Texas REIT Act, except for his own willful misfeasance, malfeasance or negligence.

     Our Declaration of Trust and Bylaws provide for indemnification by the Company of its trust managers and officers to the fullest extent permitted by the Texas REIT Act. In addition, our Bylaws provide that we may pay or reimburse, in advance of final disposition of a proceeding, reasonable expenses incurred by a present or former trust manager or officer made a party to a proceeding by reason of his status as a trust manager or officer provided that (1) the trust managers have consented to the advancement of expenses (which consent shall not unreasonably be withheld) and (2) we shall have received (a) a written affirmation by the trust manager or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by us under the Texas REIT Act and (b) a written undertaking by or on his belief to repay the amount paid or reimbursed by us if it shall ultimately be determined that the standard of conduct was not met or it is ultimately determined that indemnification of the trust manager or officer against expenses incurred by him in connection with that proceeding is prohibited by Section 9.1(E) of the Texas REIT Act.

     Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to trust managers, officers or persons controlling pursuant to the foregoing provisions, we have has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is therefore unenforceable.

Item 7. Exemption From Registration Claimed.

     Not applicable.

Item 8. Exhibits.

	Exhibit
	Number		Description
	4.1		Declaration of Trust. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the SEC on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
	4.1(a)		Amendment No. 1 to Declaration of Trust. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the SEC on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
	4.1(b)		Amendment No. 2 to Declaration of Trust (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 1993).
	4.1(c)		Amendment No. 3 to Declaration of Trust (incorporated by Registrant’s Form 10-K for the year ended December 31, 2003).
	4.2		Bylaws. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the SEC on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
	4.3		Form of Share Certificate. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the Commission on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
	5.1*		Opinion of Locke Liddell & Sapp LLP.
	23.1*		Consent of Locke Liddell & Sapp LLP (Included in Exhibit 5.1).
	23.2*		Consent of PricewaterhouseCoopers LLP.
	24.1*		Power of Attorney (Included on the Signature Page hereto).
	99.1		2005 Equity Incentive Plan (incorporated by reference from Registrant’s Form 10-Q for the quarter ended June 30, 2005).

Item 9. Undertakings.

     The undersigned registrant hereby undertakes:

     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

          (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

          (ii) to reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement; and

          (iii) to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.

     (4) That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

     (5) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

     Pursuant to the requirements of the Securities Act, PMC Commercial Trust certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 15^th day of August, 2005.

		PMC COMMERCIAL TRUST
		By:		/s/ Lance B. Rosemore
				Lance B. Rosemore President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Lance B. Rosemore and Barry N. Berlin, each his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and any registration statement related to the offering contemplated by this registration statement that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission and any state or other securities authority, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Name		Title		Date
/s/ DR. ANDREW S. ROSEMORE		Chairman of the Board of Trust		August 15, 2005
Dr. Andrew S. Rosemore		Managers, Chief Operating Officer and Trust Manager
/s/ LANCE B. ROSEMORE		President, Chief Executive Officer and
Lance B. Rosemore		Trust Manager (Principal Executive Officer)		August 15, 2005
/s/ BARRY N. BERLIN		Chief Financial Officer (principal financial and
Barry N. Berlin		accounting officer)		August 15, 2005
/s/ NATHAN COHEN		Trust Manager		August 15, 2005
Nathan Cohen
/s/ DR. MARTHA GREENBERG		Trust Manager		August 15, 2005
Dr. Martha Greenberg
/s/ ROY H. GREENBERG		Trust Manager		August 15, 2005
Roy H. Greenberg
/s/ BARRY A. IMBER		Trust Manager		August 15, 2005
Barry A. Imber
/s/ IRVING MUNN		Trust Manager		August 15, 2005
Irving Munn
/s/ DR. IRA SILVER		Trust Manager		August 15, 2005
Dr. Ira Silver

EXHIBIT INDEX

Exhibit
Number		Description
4.1		Declaration of Trust. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the SEC on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
4.1(a)		Amendment No. 1 to Declaration of Trust. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the SEC on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
4.1(b)		Amendment No. 2 to Declaration of Trust (incorporated by reference from Registrant’s Form 10-K for the year ended December 31, 1993).
4.1(c)		Amendment No. 3 to Declaration of Trust (incorporated by Registrant’s Form 10-K for the year ended December 31, 2003).
4.2		Bylaws. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the SEC on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
4.3		Form of Share Certificate. Previously filed as an exhibit to our Registration Statement on Form S-11 filed with the Commission on June 25, 1993, as amended (Registration No. 33-65910), and incorporated herein by reference.
5.1*		Opinion of Locke Liddell & Sapp LLP.
23.1*		Consent of Locke Liddell & Sapp LLP (Included in Exhibit 5.1).
23.2*		Consent of PricewaterhouseCoopers LLP.
24.1*		Power of Attorney (Included on the Signature Page hereto).
99.1		2005 Equity Incentive Plan (incorporated by reference from Registrant’s Form 10-Q for the quarter ended June 30, 2005).

Exhibit 5.1

Locke Liddell & Sapp LLP
2200 Ross Avenue, Suite 2200
Dallas, Texas 75201-6776

August 11, 2005

PMC Commercial Trust
17950 Preston Road, Suite 600
Dallas, Texas 75252

Ladies and Gentlemen:

     We have acted as counsel to PMC Commercial Trust, a Texas real estate investment trust (the “Company”), in connection with the Registration Statement on Form S-8 filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, relating to the offer and sale of up to 500,000 shares of the Company’s Common Shares of Beneficial Interest, $0.01 par value per share (the “Shares”), that may be issued pursuant to the Company’s 2005 Equity Incentive Plan (the “Plan”).

     In connection with this opinion, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable in connection with this opinion, including the Company’s Declaration of Trust, as amended, and Bylaws and the Plan. In our examination we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of originals of such copies and the authenticity of telegraphic or telephonic confirmations of public officials and others. As to facts material to our opinion, we have relied upon certificates or telegraphic or telephonic confirmations of public officials and certificates, documents, statements and other information of the Company or its representatives or officers.

     Based upon the foregoing, we are of the opinion that the Shares that may be issued by the Company, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. In giving such opinion, we do not thereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Securities Act and the rules and regulations promulgated thereunder.

		Very truly yours,
		LOCKE		LIDDELL & SAPP LLP
		By:		/s/ Gina E. Betts
				Gina E. Betts, Partner

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

     We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 16, 2005 relating to the financial statements, financial statement schedules, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, of PMC Commercial Trust, which appears in PMC Commercial Trust’s Annual Report on Form 10-K for the year ended December 31, 2004.

/s/ PricewaterhouseCoopers LLP
Dallas, Texas
August 15, 2005