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<P align="center"><FONT size="2"><B>As filed with the Securities and
Exchange Commission on August 7,2003</B>
</FONT>
<DIV align="right"><FONT size="2">Registration No.&nbsp;333-________
</FONT></DIV>
<P>
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<P align="center"><FONT size="2"><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B><BR>
&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;<BR>
<B>FORM S-8<BR>
REGISTRATION STATEMENT<BR>
UNDER<BR>
THE SECURITIES ACT OF 1933</B><BR>
&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;<BR>
<B>CAPITALSOURCE INC.</B><BR>
(Exact name of registrant as specified in its charter)
</FONT>
<P align="center"><FONT size="2"><B>Delaware</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)
</FONT>
<P align="center"><FONT size="2"><B>35-2206895</B><BR>
(I.R.S. Employer Identification No.)
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="70%">
<TR valign="bottom">
    <TD width="57%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>4445 Willard Avenue, 12th Floor, Chevy Chase, MD</B><BR>
(Address of registrant&#146;s principal executive offices)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>20815</B><BR>
(Zip Code)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;<BR>
<B>CapitalSource Inc. Employee Stock Purchase Plan<BR>
CapitalSource Inc. Second Amended and Restated Equity Incentive Plan</B><BR>
(Full title of the Plan)
</FONT>
<P align="center"><FONT size="2"><B>Steven A. Museles<BR>
Chief Legal Officer<BR>
CapitalSource Inc.<BR>
4445 Willard Avenue<BR>
12th Floor<BR>
Chevy Chase, MD 20815</B><BR>
(Name and address of agent for service)
</FONT>
<P align="center"><FONT size="2"><B>(301)&nbsp;841-2700</B><BR>
(Telephone number, including area code, of agent for service)
</FONT>
<P align="center"><FONT size="2">Copy to:<BR>
<B>James E. Showen, Esq.<BR>
Hogan &#038; Hartson L.L.P.<BR>
555 Thirteenth Street, N.W.<BR>
Washington, D.C. 20004-1109<BR>
(202)&nbsp;637-5600</B><BR>
&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;&#95;
</FONT>
<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
    <TD width="57%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="7%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD colspan="17"><hr size="4" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Title of securities</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>to be</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>offering price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>aggregate offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>registration</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>to be registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>per share (2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>price (2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>fee (2)</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par value $0.01 per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">13,708,950</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"></FONT></TD>
    <TD align="right"><FONT size="2">$14.50</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"></FONT></TD>
    <TD align="right"><FONT size="2">$198,779,775</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2"></FONT></TD>
    <TD align="right"><FONT size="2">$16,082</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD colspan="17"><hr size="4" noshade></TD>
</TR>
</TABLE>
</CENTER>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">2,000,000 shares of CapitalSource Inc. common stock, par value $.01 per
share (&#147;Common Stock&#148;), are being registered pursuant to the CapitalSource
Inc. 2003 Employee Stock Purchase Plan and 11,708,950 shares of Common
Stock are being registered pursuant to the CapitalSource Inc. Second
Amended and Restated Equity Incentive Plan (collectively, the &#147;Plans&#148;).</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Estimated pursuant to Section 6(b) under the Securities Act of 1933 solely for purposes of
calculating the amount of registration fee, based on the initial
public offering price at which the Common Stock is to be sold to the
public in the CapitalSource Inc. initial public offering.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2"><B>PART I</B>
</FONT>

<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The documents containing the information specified in Part I will be sent
or given to employees participating in the Plans, as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
&#147;Securities Act&#148;). In accordance with the instructions to Part I of Form&nbsp;S-8,
such documents will not be filed with the Securities and Exchange Commission
(the &#147;Commission&#148;) either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule&nbsp;424 promulgated under
the Securities Act. These documents and the documents incorporated by
reference pursuant to Item&nbsp;3 of Part II of this registration statement, taken
together, constitute the prospectus as required by Section&nbsp;10(a) of the
Securities Act.
</FONT>
<P align="center"><FONT size="2"><B>PART II</B>
</FONT>

<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</FONT>

<P align="left"><FONT size="2"><B>Item&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Incorporation of Documents by Reference.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We hereby incorporate by reference into this registration statement the
following documents filed with the Commission:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Our final prospectus filed pursuant
to Rule 424(b) under the Securities Act in connection with our
Registration Statement on Form S-1 (File No. 333-106076).</FONT></TD>
</TR>
<TR><TD>&nbsp;</TD></TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">The description of our common stock contained in our
Registration Statement on Form&nbsp;8-A, filed under Section&nbsp;12 of the
Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;), and all amendments or reports filed for the purpose of
updating such description.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, all documents and reports subsequently filed by us pursuant
to Sections&nbsp;13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;4.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Description of Securities.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable. (Our Common Stock is registered with the Commission under
Section&nbsp;12 of the Exchange Act.)
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;5.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Interests of Named Experts and Counsel.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;6.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Indemnification of Directors and Officers.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the Delaware General Corporation Law sets forth provisions that define the extent to
which a corporation organized under the laws of Delaware may indemnify
directors, officers, employees or agents. Section&nbsp;145 provides as follows:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil,criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe the person&#146;s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that the person&#146;s conduct was unlawful.
</FONT>

<P align="center"><FONT size="2">2</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other
enterprise against expenses (including attorneys&#146; fees) actually and reasonably
incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such
person shall have been adjudged to be liable to the corporation unless and only
to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other
court shall deem proper.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; To the extent that a present or former director or officer of a
corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a)&nbsp;and
(b)&nbsp;of this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified
against expenses (including attorneys&#146; fees) actually and reasonably incurred
by such person in connection
therewith.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp; Any indemnification under subsections (a)&nbsp;and (b)&nbsp;of this section
(unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that
indemnification of the present or former director, officer, employee or agent
is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a)&nbsp;and (b)&nbsp;of this
section. Such determination shall be made, with respect to a person who is a
director or officer at the time
of such determination, (1)&nbsp;by a majority vote of the directors who are not
parties to such action, suit or
proceeding, even though less than a quorum, or (2)&nbsp;by a committee of such
directors designated by
majority vote of such directors, even though less than a quorum, or (3)&nbsp;if
there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4)&nbsp;by the stockholders.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp; Expenses (including attorneys&#146; fees) incurred by an officer or
director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such
person is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses
(including attorneys&#146; fees) incurred by former directors and officers or other
employees and agents may be
so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp; The indemnification and advancement of expenses provided by, or
granted pursuant to, the other
subsections of this section shall not be deemed exclusive of any other rights
to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person&#146;s official capacity and
as to action in another capacity while holding such office.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp; A corporation shall have power to purchase and maintain insurance on
behalf of any person
who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against such person
and incurred by such person in
any such capacity, or arising out of such person&#146;s status as such, whether
or not the corporation would have
the power to indemnify such person against such liability under this
section.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp; For purposes of this section, references to &#147;the corporation&#146;&#146; shall
include, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority
to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this
section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if
its separate existence had continued.
</FONT>

<P align="center"><FONT size="2">3</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp; For purposes of this section, references to &#147;other enterprises&#146;&#146;
shall include employee benefit
plans; references to &#147;fines&#146;&#146; shall include any excise taxes assessed on a
person with respect to any
employee benefit plan; and references to &#147;serving at the request of the
corporation&#146;&#146; shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an
employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be
deemed to have acted in a manner &#147;not opposed to the best interests of the
corporation&#146;&#146; as referred to in
this section.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp; The indemnification and advancement of expenses provided by, or
granted pursuant to, this
section shall, unless otherwise provided when authorized or ratified, continue
as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and
administrators of such a person.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp; The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all
actions for advancement of expenses or indemnification brought under this
section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise. The
Court of Chancery may
summarily determine a corporation&#146;s obligation to advance expenses (including
attorneys&#146; fees).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article VII of our bylaws provides, in part, that we shall, to the full
extent permitted under applicable
law, indemnify and, upon request, advance expenses to any person:
</FONT>
<P>
<TABLE width="70%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="15%"></TD>
        <TD width="85%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&#147;made or threatened to be made a party to any threatened, pending, or
completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, arising out of, relating to, based upon, in connection
with or due to the fact that such person is or was a director or officer of the
Corporation, any predecessor of the Corporation or any subsidiary of
the Corporation, or is
or was serving at the request of the Corporation, any predecessor of
the Corporation or any subsidiary of
the Corporation, as a director or officer of
another
corporation, partnership, joint venture, trust, or other enterprise,
including service with
respect to an employee benefit plan.&#148;</FONT></TD>
</TR>

</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the Delaware General Corporation Law permits
corporations to eliminate or
limit the personal liability of their directors by adding to the certificate of
incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not
eliminate or limit the liability of a director for (a)&nbsp;any breach of any
director&#146;s duty of loyalty to the
corporation or its stockholders, (b)&nbsp;acts or omissions not in good faith or
which involve intentional
misconduct or a knowing violation of law, (c)&nbsp;payment of dividends or
repurchases or redemptions of
stock other than from lawfully available funds, or (d)&nbsp;any transaction from
which the director derived an
improper personal benefit.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;VI of our Amended and Restated Certificate of Incorporation
provides that:
</FONT>
<P>
<TABLE width="70%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="15%"></TD>
        <TD width="85%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">"&#091;n&#093;o director of the Corporation shall be personally liable to the
Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided,
however, that the foregoing shall not eliminate or limit the liability of
a director (i)&nbsp;for
any breach of the director&#146;s duty of loyalty to the Corporation or its
stockholders; (ii)&nbsp;for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing
violation of the law; (iii)&nbsp;under Section&nbsp;174 of the General Corporation
Law of Delaware;
or (iv)&nbsp;for any transaction from which the director derived an improper
personal benefit.
If the General Corporation Law of Delaware shall be amended to permit
further
elimination or limitation of the personal liability of directors, then the
liability of a
director of the Corporation shall, automatically, without any action,
be eliminated or
limited to the fullest extent permitted by the General Corporation Law of
Delaware as so
amended. Any repeal or modification of this Article&nbsp;VI by the stockholders
of the
Corporation shall not adversely affect any right or protection of a
director of the
Corporation existing at the time of, or increase the liability of any
director of the
Corporation with respect to any acts or omission occurring prior to, such
repeal or
modification.&#148;</FONT></TD>
</TR>

</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, we intend to enter into indemnification agreements with each
of our directors and
officers. These indemnification agreements will provide for the
indemnification of our directors and officers
to the
fullest extent permitted by Delaware law, whether or not expressly provided for in our Amended and
Restated Bylaws, and set forth the process by which claims for indemnification are considered.
</FONT>
<P align="center"><FONT size="2">4</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="left"><FONT size="2"><B>Item&nbsp;7.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exemption from Registration Claimed.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;8.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibits.</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="91%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1">Exhibit</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><u>No.</u></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><u>Description</u></FONT></TD>
</TR>
<TR>
   <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Hogan &#038; Hartson L.L.P. regarding the validity of the common stock registered hereby.<BR>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
CapitalSource Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit&nbsp;10.13 to
the Registrant&#146;s Registration Statement on Form&nbsp;S-1 (Reg. No.&nbsp;333-106076)).<BR>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">10.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
CapitalSource Inc. Second Amended and Restated Equity Incentive Plan (incorporated by
reference to Exhibit&nbsp;10.12 to the Registrant&#146;s Registration Statement on Form&nbsp;S-1 (Reg. No.&nbsp;333-106076)).<BR>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top" align="center"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Ernst &#038; Young LLP.<BR>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Hogan &#038; Hartson L.L.P. (included in Exhibit&nbsp;5.1).<BR>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included on signature page hereto).</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="left"><FONT size="2"><B>Item&nbsp;9.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Undertakings.</B>
</FONT>

<P><FONT size="2">(a)&nbsp; The Registrant hereby undertakes:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp; To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the Securities Act;</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule&nbsp;424(b) if, in the aggregate, the
changes in volume and price represent no more than 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation of Registration
Fee&#148; table in the effective registration statement;</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2"><i>provided, however,</i> that paragraphs (a)(1)(i) and (a)(1)(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&nbsp;13 or Section&nbsp;15(d) of the
Exchange Act that are incorporated by reference in this registration statement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp; 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 therein, and
the offering of such securities at that time shall be deemed to be the
initial <I>bona fide </I>offering thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp; To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
</FONT>
<P><FONT size="2">(b)&nbsp; The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act,
</FONT>
<P align="center"><FONT size="2">5</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P><FONT size="2">each filing of the Registrant&#146;s annual
report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan&#146;s annual report
pursuant to Section&nbsp;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 therein, and the
offering of such securities at that time shall be deemed to be the initial <I>bona
fide </I>offering thereof.
</FONT>
<P><FONT size="2">(c)&nbsp; Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to existing provisions or arrangements whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933, 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 for 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.
</FONT>
<P align="center"><FONT size="2">6</FONT>
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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>The Registrant. </I>Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form&nbsp;S-8 and has duly caused
this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Town of Chevy Chase, State of Maryland on
this 7th day of August, 2003.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="60%">
<TR valign="bottom">
    <TD width="48%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="2" align="left" valign="top"><FONT size="2">
CAPITALSOURCE INC.
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2"></FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2"></FONT></TD>
    <TD><FONT size="2">By:</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">/s/ John K. Delaney</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2"></FONT>
<HR size="1" noshade><FONT size="2">
John K. Delaney<BR>
Chairman of the Board and<BR>
Chief Executive Officer</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John K. Delaney, Thomas A. Fink and Steven A.
Museles and each of them, his or her true and lawful attorney-in-fact and
agent, with power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with all exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their, his or her substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 7th day of August, 2003:
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="50%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ John K. Delaney</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Chairman of the Board and Chief Executive Officer</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">John K. Delaney</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(Principal Executive Officer)<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ Jason M. Fish</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
President and Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Jason M. Fish</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ Thomas A. Fink</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Chief Financial Officer</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Thomas A. Fink</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(Principal Financial Officer)<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ James M. Mozingo</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Controller (Principal Accounting Officer)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">James M. Mozingo</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ Frederick W.
Eubank, II</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Frederick W. Eubank, II</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
<TR valign="bottom">
    <TD width="52%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="43%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ Andrew B. Fremder</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Andrew B. Fremder</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ Tully M. Friedman</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Tully M. Friedman</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">/s/ Timothy M. Hurd</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Timothy M. Hurd</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top">/s/ <FONT size="2">Thomas F. Steyer</FONT><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Thomas F. Steyer</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><HR size="1" noshade width="50%"></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
Director</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">Paul R. Wood</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<br>&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
    <TD width="6%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="91%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1">Exhibit</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><u>No.</u></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1">Exhibit</FONT></TD>
</TR>
<TR>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Hogan &#038; Hartson L.L.P. regarding the validity of the common stock registered hereby.<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
CapitalSource Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit&nbsp;10.13 to
the Registrant&#146;s Registration Statement on Form&nbsp;S-1 (Reg. No.&nbsp;333-106076)).<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">10.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
CapitalSource Inc. Second Amended and Restated Equity Incentive Plan (incorporated by
reference to Exhibit&nbsp;10.12 to the Registrant&#146;s Registration Statement on Form&nbsp;S-1 (Reg. No.
333-106076)).<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Ernst &#038; Young LLP.<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Hogan &#038; Hartson L.L.P. (included in Exhibit&nbsp;5.1).<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of Attorney (included on signature page hereto).</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">&nbsp;</FONT>




</BODY>
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{"company-data": {"conformed-name": "CAPITALSOURCE INC", "cik": "0001241199", "assigned-sic": "6172", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107725", "film-number": "03827586"}, "mail-address": {"street1": "4445 WILLARD AVE", "street2": "12TH FL", "city": "CHEVY CHASE", "state": "MD", "zip": "20815"}}
sv8
As filed with the Securities and
Exchange Commission on August 7,2003
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________
CAPITALSOURCE INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
35-2206895
(I.R.S. Employer Identification No.)
4445 Willard Avenue, 12th Floor, Chevy Chase, MD
(Address of registrant's principal executive offices)
20815
(Zip Code)
__________________
CapitalSource Inc. Employee Stock Purchase Plan
CapitalSource Inc. Second Amended and Restated Equity Incentive Plan
(Full title of the Plan)
Steven A. Museles
Chief Legal Officer
CapitalSource Inc.
4445 Willard Avenue
12th Floor
Chevy Chase, MD 20815
(Name and address of agent for service)
(301) 841-2700
(Telephone number, including area code, of agent for service)
Copy to:
James E. Showen, Esq.
Hogan & Hartson L.L.P.
555 Thirteenth Street, N.W.
Washington, D.C. 20004-1109
(202) 637-5600
__________________
CALCULATION OF REGISTRATION FEE
Amount
Proposed maximum
Proposed maximum
Amount of
Title of securities
to be
offering price
aggregate offering
registration
to be registered
Registered (1)
per share (2)
price (2)
fee (2)
Common Stock, par value $0.01 per share
13,708,950
$14.50
$198,779,775
$16,082
(1)
2,000,000 shares of CapitalSource Inc. common stock, par value $.01 per
share ("Common Stock"), are being registered pursuant to the CapitalSource
Inc. 2003 Employee Stock Purchase Plan and 11,708,950 shares of Common
Stock are being registered pursuant to the CapitalSource Inc. Second
Amended and Restated Equity Incentive Plan (collectively, the "Plans").
(2)
Estimated pursuant to Section 6(b) under the Securities Act of 1933 solely for purposes of
calculating the amount of registration fee, based on the initial
public offering price at which the Common Stock is to be sold to the
public in the CapitalSource Inc. initial public offering.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to employees participating in the Plans, as specified by Rule
428(b)(1) promulgated under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with the instructions to Part I of Form S-8,
such documents will not be filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 promulgated under
the Securities Act. These documents and the documents incorporated by
reference pursuant to Item 3 of Part II of this registration statement, taken
together, constitute the prospectus as required by Section 10(a) of the
Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.      Incorporation of Documents by Reference.
We hereby incorporate by reference into this registration statement the
following documents filed with the Commission:
(1)
Our final prospectus filed pursuant
to Rule 424(b) under the Securities Act in connection with our
Registration Statement on Form S-1 (File No. 333-106076).
(2)
The description of our common stock contained in our
Registration Statement on Form 8-A, filed under Section 12 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and all amendments or reports filed for the purpose of
updating such description.
In addition, all documents and reports subsequently filed by us pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities remaining unsold, shall be deemed to be incorporated by reference in
this registration statement and to be part hereof from the date of filing of
such documents or reports. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this registration statement.
Item 4.      Description of Securities.
Not applicable. (Our Common Stock is registered with the Commission under
Section 12 of the Exchange Act.)
Item 5.      Interests of Named Experts and Counsel.
Not applicable.
Item 6.      Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law sets forth provisions that define the extent to
which a corporation organized under the laws of Delaware may indemnify
directors, officers, employees or agents. Section 145 provides as follows:
(a)  A corporation shall have power to indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil,criminal, administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is or was a director, officer, employee or
agent of the corporation, or is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by the person in connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to
believe the person's conduct was unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create
a presumption that the person did not act in good faith and in a manner which the person reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that the person's conduct was unlawful.
2
(b)  A corporation shall have power to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other
enterprise against expenses (including attorneys' fees) actually and reasonably
incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and
except that no indemnification shall be made in respect of any claim, issue or
matter as to which such
person shall have been adjudged to be liable to the corporation unless and only
to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other
court shall deem proper.
(c)  To the extent that a present or former director or officer of a
corporation has been successful on
the merits or otherwise in defense of any action, suit or proceeding referred
to in subsections (a) and
(b) of this section, or in defense of any claim, issue or matter therein, such
person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection
therewith.
(d)  Any indemnification under subsections (a) and (b) of this section
(unless ordered by a court)
shall be made by the corporation only as authorized in the specific case upon a
determination that
indemnification of the present or former director, officer, employee or agent
is proper in the circumstances
because the person has met the applicable standard of conduct set forth in
subsections (a) and (b) of this
section. Such determination shall be made, with respect to a person who is a
director or officer at the time
of such determination, (1) by a majority vote of the directors who are not
parties to such action, suit or
proceeding, even though less than a quorum, or (2) by a committee of such
directors designated by
majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if
such directors so direct, by independent legal counsel in a written opinion, or
(4) by the stockholders.
(e)  Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil,
criminal, administrative or investigative action, suit or proceeding may be
paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon
receipt of an undertaking by or on
behalf of such director or officer to repay such amount if it shall ultimately
be determined that such
person is not entitled to be indemnified by the corporation as authorized in
this section. Such expenses
(including attorneys' fees) incurred by former directors and officers or other
employees and agents may be
so paid upon such terms and conditions, if any, as the corporation deems
appropriate.
(f)  The indemnification and advancement of expenses provided by, or
granted pursuant to, the other
subsections of this section shall not be deemed exclusive of any other rights
to which those seeking
indemnification or advancement of expenses may be entitled under any bylaw,
agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in such
person's official capacity and
as to action in another capacity while holding such office.
(g)  A corporation shall have power to purchase and maintain insurance on
behalf of any person
who is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of
the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against such person
and incurred by such person in
any such capacity, or arising out of such person's status as such, whether
or not the corporation would have
the power to indemnify such person against such liability under this
section.
(h)  For purposes of this section, references to "the corporation'' shall
include, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority
to indemnify its directors, officers, and employees or agents, so that any
person who is or was a director,
officer, employee or agent of such constituent corporation, or is or was
serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this
section with respect to the
resulting or surviving corporation as such person would have with respect to
such constituent corporation if
its separate existence had continued.
3
(i)  For purposes of this section, references to "other enterprises''
shall include employee benefit
plans; references to "fines'' shall include any excise taxes assessed on a
person with respect to any
employee benefit plan; and references to "serving at the request of the
corporation'' shall include any
service as a director, officer, employee or agent of the corporation which
imposes duties on, or involves
services by, such director, officer, employee or agent with respect to an
employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner such person reasonably
believed to be in the interest of the participants and beneficiaries of an
employee benefit plan shall be
deemed to have acted in a manner "not opposed to the best interests of the
corporation'' as referred to in
this section.
(j)  The indemnification and advancement of expenses provided by, or
granted pursuant to, this
section shall, unless otherwise provided when authorized or ratified, continue
as to a person who has
ceased to be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors and
administrators of such a person.
(k)  The Court of Chancery is hereby vested with exclusive jurisdiction to
hear and determine all
actions for advancement of expenses or indemnification brought under this
section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or otherwise. The
Court of Chancery may
summarily determine a corporation's obligation to advance expenses (including
attorneys' fees).
Article VII of our bylaws provides, in part, that we shall, to the full
extent permitted under applicable
law, indemnify and, upon request, advance expenses to any person:
"made or threatened to be made a party to any threatened, pending, or
completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, arising out of, relating to, based upon, in connection
with or due to the fact that such person is or was a director or officer of the
Corporation, any predecessor of the Corporation or any subsidiary of
the Corporation, or is
or was serving at the request of the Corporation, any predecessor of
the Corporation or any subsidiary of
the Corporation, as a director or officer of
another
corporation, partnership, joint venture, trust, or other enterprise,
including service with
respect to an employee benefit plan."
Section 102(b)(7) of the Delaware General Corporation Law permits
corporations to eliminate or
limit the personal liability of their directors by adding to the certificate of
incorporation a provision
eliminating or limiting the personal liability of a director to the corporation
or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not
eliminate or limit the liability of a director for (a) any breach of any
director's duty of loyalty to the
corporation or its stockholders, (b) acts or omissions not in good faith or
which involve intentional
misconduct or a knowing violation of law, (c) payment of dividends or
repurchases or redemptions of
stock other than from lawfully available funds, or (d) any transaction from
which the director derived an
improper personal benefit.
Article VI of our Amended and Restated Certificate of Incorporation
provides that:
"[n]o director of the Corporation shall be personally liable to the
Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director; provided,
however, that the foregoing shall not eliminate or limit the liability of
a director (i) for
any breach of the director's duty of loyalty to the Corporation or its
stockholders; (ii) for
acts or omissions not in good faith or which involve intentional
misconduct or a knowing
violation of the law; (iii) under Section 174 of the General Corporation
Law of Delaware;
or (iv) for any transaction from which the director derived an improper
personal benefit.
If the General Corporation Law of Delaware shall be amended to permit
further
elimination or limitation of the personal liability of directors, then the
liability of a
director of the Corporation shall, automatically, without any action,
be eliminated or
limited to the fullest extent permitted by the General Corporation Law of
Delaware as so
amended. Any repeal or modification of this Article VI by the stockholders
of the
Corporation shall not adversely affect any right or protection of a
director of the
Corporation existing at the time of, or increase the liability of any
director of the
Corporation with respect to any acts or omission occurring prior to, such
repeal or
modification."
In addition, we intend to enter into indemnification agreements with each
of our directors and
officers. These indemnification agreements will provide for the
indemnification of our directors and officers
to the
fullest extent permitted by Delaware law, whether or not expressly provided for in our Amended and
Restated Bylaws, and set forth the process by which claims for indemnification are considered.
4
Item 7.      Exemption from Registration Claimed.
Not applicable.
Item 8.      Exhibits.
Exhibit
No.
Description
5.1
Opinion of Hogan & Hartson L.L.P. regarding the validity of the common stock registered hereby.
10.1
CapitalSource Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.13 to
the Registrant's Registration Statement on Form S-1 (Reg. No. 333-106076)).
10.2
CapitalSource Inc. Second Amended and Restated Equity Incentive Plan (incorporated by
reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-106076)).
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1
Power of Attorney (included on signature page hereto).
Item 9.      Undertakings.
(a)  The 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 the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however,
that paragraphs (a)(1)(i) and (a)(1)(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 therein, 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 which remain unsold at the termination of
the offering.
(b)  The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act,
5
each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to 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 therein, and the
offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
(c)  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to existing provisions or arrangements whereby the
Registrant may indemnify a director, officer or controlling person of the
Registrant against liabilities arising under the Securities Act of 1933, 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 for 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.
6
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of
1933, the Registrant 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 Town of Chevy Chase, State of Maryland on
this 7th day of August, 2003.
CAPITALSOURCE INC.
By:
/s/ John K. Delaney
John K. Delaney
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John K. Delaney, Thomas A. Fink and Steven A.
Museles and each of them, his or her true and lawful attorney-in-fact and
agent, with power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any amendments
to this Registration Statement, and to file the same, with all exhibits and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or any of them, or
their, his or her substitutes or substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
on this 7th day of August, 2003:
Signature
Title
/s/ John K. Delaney
Chairman of the Board and Chief Executive Officer
John K. Delaney
(Principal Executive Officer)
/s/ Jason M. Fish
President and Director
Jason M. Fish
/s/ Thomas A. Fink
Chief Financial Officer
Thomas A. Fink
(Principal Financial Officer)
/s/ James M. Mozingo
Controller (Principal Accounting Officer)
James M. Mozingo
/s/ Frederick W.
Eubank, II
Director
Frederick W. Eubank, II
Signature
Title
/s/ Andrew B. Fremder
Director
Andrew B. Fremder
/s/ Tully M. Friedman
Director
Tully M. Friedman
/s/ Timothy M. Hurd
Director
Timothy M. Hurd
/s/
Thomas F. Steyer
Director
Thomas F. Steyer
Director
Paul R. Wood
EXHIBIT INDEX
Exhibit
No.
Exhibit
5.1
Opinion of Hogan & Hartson L.L.P. regarding the validity of the common stock registered hereby.
10.1
CapitalSource Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.13 to
the Registrant's Registration Statement on Form S-1 (Reg. No. 333-106076)).
10.2
CapitalSource Inc. Second Amended and Restated Equity Incentive Plan (incorporated by
reference to Exhibit 10.12 to the Registrant's Registration Statement on Form S-1 (Reg. No.
333-106076)).
23.1
Consent of Ernst & Young LLP.
23.2
Consent of Hogan & Hartson L.L.P. (included in Exhibit 5.1).
24.1
Power of Attorney (included on signature page hereto).