DFR Cifc Corp. (MM)

Registration No. 333-     

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

CIFC CORP.

(Exact name of registrant as specified in its charter)

CIFC Corp. 2011 Stock Option and Incentive Plan

(Full Title of the Plan)

Robert C. Milton III

General Counsel and Secretary

CIFC Corp.

250 Park Avenue, 5th Floor

New York, NY 10177

(Name and Address of Agent for Service)

(212) 624-1200

(Telephone Number, Including Area Code, of Agent for Service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one):

CALCULATION OF REGISTRATION FEE

(1)                    This registration statement relates to 1,650,000 shares of common stock, par value $0.001 per share, of CIFC Corp. (“Common Stock”) that may be issued under the CIFC Corp. 2011 Stock Option and Incentive Plan (the “Plan”); plus such indeterminate number of additional shares of Common Stock as may be required pursuant to the Plan in the event of a stock dividend, stock split, recapitalization or other similar event.

(2)                    Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average of the high and low per share prices of the Common Stock as reported on the Nasdaq Global Select Market on June 11, 2012.

INTRODUCTORY NOTE

Pursuant to General Instruction E to Form S-8, this registration statement registers additional securities of the same class as other securities for which a registration statement, also filed on Form S-8 and relating to the CIFC Corp. 2011 Stock Option and Incentive Plan (the “Plan”), is effective. Therefore, this registration statement consists only of the following: the facing page, the required statement regarding incorporation by reference set forth below, the required opinions and consents, the signature page, and information that is required in this registration statement that is not in the earlier registration statement.

This registration statement hereby incorporates by reference the contents of the earlier registration statement on Form S-8, File No. 333-176948, that CIFC Corp. (the “Company”) filed with the Securities and Exchange Commission (the “Commission”) on September 21, 2011. After giving effect to this filing, an aggregate of 4,181,929 shares of the Company’s common stock, par value $0.001 per share, will have been registered for issuance pursuant to the Plan.

Item 3.                        Incorporation of Documents by Reference.

The following documents filed by the Company with the Commission are incorporated by reference in this registration statement:

(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on March 30, 2012;

(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the Commission on May 15, 2012;

(c) The Company’s Current Reports on Form 8-K filed with the Commission on February 8, 2012, February 21, 2012, March 20, 2012, March 29, 2012, May 3, 2012 and May 31, 2012;

(d) Definitive Proxy Statement on Schedule 14A, filed with the Commission on April 19, 2012; and

(e) The description of the Company’s common stock, par value $0.001 per share, contained in the Company’s Registration Statement on Form 8-A filed with the Commission on December 7, 2009 pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any subsequent amendment or any report filed for the purpose of updating such description,

All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Company under Items 2.02 or 7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this registration statement. Any statement contained herein or 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 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.

2

Item 8.                        Exhibits.

The exhibits listed below represent a complete list of exhibits filed or incorporated by reference as part of this registration statement.

*                  Filed herewith

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Company 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 New York, New York on the 14th day of June, 2012.

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints each of Peter Gleysteen and Robert C. Milton III his true and lawful attorney-in-fact and agent with full powers of substitution and re-substitution, for the undersigned and in the name of the undersigned, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorneys-in-fact and agents 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their substitute or substitutes, 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 and on the dates indicated.

4

EXHIBIT INDEX

*                  Filed herewith

5