0001021408-01-508056.txt : 20011019
0001021408-01-508056.hdr.sgml : 20011019
ACCESSION NUMBER: 0001021408-01-508056
CONFORMED SUBMISSION TYPE: S-2MEF
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20011012
EFFECTIVENESS DATE: 20011012
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: APEX MORTGAGE CAPITAL INC
CENTRAL INDEX KEY: 0001045956
STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798]
IRS NUMBER: 954650863
STATE OF INCORPORATION: MD
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: S-2MEF
SEC ACT: 1933 Act
SEC FILE NUMBER: 333-71494
FILM NUMBER: 1757686
BUSINESS ADDRESS:
STREET 1: 865 FIGUEROA STREET
STREET 2: STE 1800
CITY: LOS ANGELES
STATE: CA
ZIP: 90017
BUSINESS PHONE: 2132440461
S-2MEF
1
ds2mef.txt
FORM S-2MEF
As Filed with the Securities and Exchange Commission on October 12, 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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APEX MORTGAGE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
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Maryland 95-4650863
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
865 South Figueroa Street
Los Angeles, California 90017
(213) 244-0440
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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Philip A. Barach
President and Chief Executive Officer
Apex Mortgage Capital, Inc.
865 South Figueroa Street
Los Angeles, California 90017
(213) 244-0440
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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copies to:
Peter T. Healy, Esq. William T. Quicksilver, Esq.
O'Melveny & Myers LLP Manatt, Phelps & Phillips, LLP
275 Battery Street, Suite 2600 11355 West Olympic Boulevard
San Francisco, California 94111 Los Angeles, California 90064
(415) 984-8700 (310) 312-4000
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Approximate date of commencement of proposed sale to the public: as soon as
practicable following the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-69448
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434 of
the Securities Act, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share (1) offering price (1) registration fee (1)
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Common Stock, par value
$0.01 per share........ 1,495,000 $10.00 $14,950,000 $3,737.50
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(1) Based on the public offering price.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
We hereby incorporate by reference into this registration statement, filed
pursuant to the Securities Act of 1933, as amended, and Rule 462(b) promulgated
thereunder, all of Part I and Part II of our registration statement on Form S-2
which was declared effective on October 11, 2001 (Registration No. 333-69448),
including all amendments and exhibits thereto and all information incorporated
by reference therein. We are filing this registration statement to register
1,495,000 shares of our common stock, $0.01 par value per share.
The required opinions and consents are listed on the Exhibit Index attached
to and filed with this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-2 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Los Angeles, State of California, on October 11,
2001.
APEX MORTGAGE CAPITAL, INC.
By: /s/ Philip A. Barach
___________________________________
Philip A. Barach
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Philip A. Barach President, Chief Executive October 11, 2001
____________________________________ Officer and Director
Philip A. Barach
* Chief Investment Officer and October 11, 2001
____________________________________ Vice Chairman of the Board
Jeffrey E. Gundlach of Directors
* Interim Chief Financial October 11, 2001
____________________________________ Officer and Controller
David S. DeVito
* Chairman of the Board of October 11, 2001
____________________________________ Directors
Marc I. Stern
* Director October 11, 2001
____________________________________
John C. Argue
Director , 2001
____________________________________
Carl C. Gregory, III
Director , 2001
____________________________________
Peter G. Allen
Director , 2001
____________________________________
John A. Gavin
*By:
/s/ Philip A. Barach
___________________________
Attorney-in-Fact
S-1
EXHIBIT INDEX
Pursuant to Item 601(a)(2) of Regulation S-K, this exhibit index immediately
precedes the exhibits.
Exhibit No. Description
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5.1 Opinion of Ballard Spahr Andrews & Ingersoll, LLP as to legality
of the shares being registered.
23.1 Deloitte & Touche LLP's Independent Auditors' Consent.
23.2 Consent of Ballard Spahr Andrews & Ingersoll, LLP (included within
the opinions filed as Exhibit 5.1).
24.1 Powers of Attorney (previously filed).
EX-23.1
3
dex231.txt
AUDITORS CONSENT
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement on
Form S-2 of Apex Mortgage Capital, Inc. of our report dated February 9, 2001,
included and incorporated by reference in the Annual Report on Form 10-K of Apex
Mortgage Capital, Inc. for the year ended December 31, 2000, and to the use of
our report dated February 9, 2001, appearing in the Prospectus, which is part of
the Registration Statement No. 333-69448. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
/s/ DELOITTE & TOUCHE LLP
Los Angeles, California
October 11, 2001