POS EX 1 dposex.txt POST EFFECTIVE AMENDMENT TO FORM S-2 As Filed with the Securities and Exchange Commission on October 12, 2001 Registration No. 333-71494 ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- POST-EFFECTIVE AMENDMENT NO. 1 TO 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. [_] 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. [X] 333-71494 If delivery of the prospectus is expected to be made pursuant to Rule 434 of the Securities Act, please check the following box. [_] ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- EXPLANATORY NOTE AND INCORPORATION BY REFERENCE This Post-Effective Amendment No. 1 to the Registration Statement on Form S- 2 consists solely of the filing of an exhibit to the Registration Statement (No. 333-71494) filed on October 12, 2001. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Apex Mortgage Capital, Inc. 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 Post- Effective Amendment No. 1 to the 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 12, 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 12, 2001 ____________________________________ Officer and Director Philip A. Barach * Chief Investment Officer and October 12, 2001 ____________________________________ Vice Chairman of the Board Jeffrey E. Gundlach of Directors * Interim Chief Financial October 12, 2001 ____________________________________ Officer and Controller David S. DeVito * Chairman of the Board of October 12, 2001 ____________________________________ Directors Marc I. Stern * Director October 12, 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 opinion filed as Exhibit 5.1). 24.1* Powers of Attorney (previously filed).
-------- * Previously filed.