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- ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- APEX MORTGAGE CAPITAL, INC. (Exact name of registrant as specified in its charter) --------------- 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) --------------- 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) --------------- 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
--------------- 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 ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------
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) ---------------------------------------------------------------------------------------------- Common Stock, par value $0.01 per share........ 1,495,000 $10.00 $14,950,000 $3,737.50 ---------------------------------------------------------------------------------------------- ----------------------------------------------------------------------------------------------
(1) Based on the public offering price. ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- 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 ----------- ------------------------------------------------------------------ 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