0001109355-01-500048.txt : 20011009 0001109355-01-500048.hdr.sgml : 20011009 ACCESSION NUMBER: 0001109355-01-500048 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20010928 EFFECTIVENESS DATE: 20010928 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ANWORTH MORTGAGE ASSET CORP CENTRAL INDEX KEY: 0001047884 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 522059785 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-70478 FILM NUMBER: 1748404 BUSINESS ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 210 CITY: SANTA MONICA STATE: CA ZIP: 90401 BUSINESS PHONE: 3103931428 MAIL ADDRESS: STREET 1: 1299 OCEAN AVENUE STREET 2: SUITE 210 CITY: SANTA MONICA STATE: CA ZIP: 90401 S-8 1 form-s8.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on September 28, 2001 Registration No. 333-_____ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 --------------- ANWORTH MORTGAGE ASSET CORPORATION (Exact Name of Registrant as Specified in Its Charter) Maryland 52-2059785 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification Number) 1299 Ocean Avenue, Suite 200 Santa Monica, California 90401 (Address principal executive offices) Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan (Full Title of the Plan) Lloyd McAdams Chairman and Chief Executive Officer 1299 Ocean Avenue, Suite 200 Santa Monica, California 90401 (Name and Address of Agent for Service) (310) 394-0115 (Telephone Number, Including Area Code, of Agent for Service) Copies to: Mark J. Kelson Allen Matkins Leck Gamble & Mallory LLP 1901 Avenue of the Stars, 18th Floor Los Angeles, California 90067 (310) 788-2400
CALCULATION OF REGISTRATION FEE ======================================= ===================== ===================== ====================== ===================== Proposed Maximum Proposed Maximum Title of Each Class of Amount to be Offering Price Per Aggregate Offering Amount of Securities to be Registered Registered (1) Share(2) Price Registration Fee --------------------------------------- --------------------- --------------------- ---------------------- --------------------- 1997 Stock Option and Awards Plan 361,027 shares $6.34 $2,288,911.18 $ 572.23 Common Stock, $0.01 par value (currently outstanding options) ... --------------------------------------- --------------------- --------------------- ---------------------- --------------------- 1997 Stock Option and Awards Plan Common Stock, $0.01 par value 238,973 shares $6.90 $1,648,913.70 $ 412.23 (options available for future grant) . --------------------------------------- --------------------- --------------------- ---------------------- --------------------- TOTAL $3,937,824.88 $ 984.46 ======================================= ===================== ===================== ====================== ===================== (1) This registration statement also covers an indeterminate number of shares of common stock of Anworth Mortgage Asset Corporation which become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction, in accordance with Rule 416. (2) The proposed maximum offering price per share is estimated solely for the purpose of computing the amount of the registration fee under Rule 457(c) and (h). With respect to the 361,027 shares underlying outstanding stock options and other awards under the 1997 Stock Option and Awards Plan, the proposed maximum offering price per share is based on the weighted average exercise price of $6.34 per share. With respect to the 238,973 shares reserved for future issuance under the 1997 Stock Option and Awards Plan, the proposed maximum offering price per share is based on the average of the high and low sale price of $7.305 per share of Anworth's common stock reported on the American Stock Exchange on September 21, 2001.
PART II INFORMATION NOT REQUIRED IN PROSPECTUS Item 3. Incorporation of Documents by Reference The following documents, which have been filed by Anworth with the SEC, are incorporated by reference in this registration statement: (a) Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (filed on March 29, 2001) (File No. 001-13709), which contains audited financial statements for our latest fiscal year for which such statements have been filed; (b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2001 (filed on August 13, 2001) (File No. 001-13709); and (c) The description of our Common Stock contained in our Registration Statement on Form 8-A, filed with the Commission on December 12, 1997 (File No. 333-38641). All documents that we subsequently file under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 before we file 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 in this registration statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated herein by reference 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. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers As permitted by the Maryland General Corporation Law, as amended, our charter obligates us to indemnify our present and former directors and officers and to pay or reimburse reasonable expenses for such individuals in advance of the final disposition of a proceeding to the maximum extent permitted from time to time by Maryland law. Maryland law permits a corporation to indemnify its present and former directors and officers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party by reason of their service in those or other capacities, unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to such proceeding and (i) was committed in bad faith or (ii) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services, or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. Our bylaws implement the provisions relating to indemnification contained in our charter. Maryland law permits the charter of a Maryland corporation to include a provision limiting the liability of our directors and officers to our company and our stockholders for money damages, except to the extent that (i) the person actually received an improper benefit or profit in money, property or services, or (ii) a judgment or other final adjudication is entered in a proceeding based on a finding that the person's action, or failure to act, was the result of active and deliberate dishonesty and was material to the cause of action adjudicated in the proceeding. Our charter contains a provision providing for elimination of the liability of our directors or officers to the company or our stockholders for money damages to the maximum extent permitted by Maryland law from time to time. We maintain officers' and directors' insurance for the benefit of our officers and directors. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Exhibit Number Exhibit ------ ------- 4.1* Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan 5.1 Opinion of Allen Matkins Leck Gamble & Mallory LLP 5.2 Opinion of Piper Marbury Rudnick & Wolfe LLP 23.1 Consent of Independent Auditors 23.2 Consent of Allen Matkins Leck Gamble & Mallory LLP is contained in Exhibit 5.1 23.3 Consent of Piper Marbury Rudnick & Wolfe LLP is contained in Exhibit 5.2 24.1 Power of Attorney (contained on page II-4 of this registration statement) ----------- -------------------------------------------------------------------------------- * Incorporated herein by reference to Anworth's Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed with the Securities and Exchange Commission on April 30, 2001. Item 9. Undertakings (a) The undersigned 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 of 1933; (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; and (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 Securities and Exchange Commission by Anworth pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13 (a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the 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 of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than 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 of 1933 and will be governed by the final adjudication of such issue. SIGNATURES 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 City of Santa Monica, State of California, on the 28th day of September, 2001. ANWORTH MORTGAGE ASSET CORPORATION By: /s/ Lloyd McAdams ----------------------------------------- Lloyd McAdams Chairman and Chief Executive Officer POWER OF ATTORNEY The undersigned directors and officers of Anworth Mortgage Asset Corporation hereby constitute and appoint Lloyd McAdams and Pamela J. Watson and each of them, as his true and lawful attorneys-in-fact and agents, with full power to act without the other and with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities to sign any and all amendments (including post-effective amendments) to this registration statement, and new registration statements relating to this Form S-8, and to file the same with all exhibits thereto, 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on the 28th day of September 2001. Signature Title --------- ----- /s/ Lloyd McAdams ------------------------------ Chief Executive Officer and Director Lloyd McAdams (Principal Executive Officer) /s/ Pamela J. Watson ------------------------------ Chief Financial Officer, Executive Vice Pamela J. Watson President and Secretary (Principal Financial and Accounting Officer) /s/ Joe E. Davis ------------------------------ Director Joe E. Davis /s/ Charles H. Black ----------------------------- Director Charles H. Black /s/ Charles F. Smith ----------------------------- Director Charles F. Smith EXHIBIT INDEX Exhibit Number Exhibit -------- ------- 4.1* Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan 5.1 Opinion of Allen Matkins Leck Gamble & Mallory LLP 5.2 Opinion of Piper Marbury Rudnick & Wolfe LLP 23.1 Consent of Independent Auditors 23.2 Consent of Allen Matkins Leck Gamble & Mallory LLP is contained in Exhibit 5.1 23.3 Consent of Piper Marbury Rudnick & Wolfe LLP is contained in Exhibit 5.2 24.1 Power of Attorney (contained on page II-4 of this registration statement) ----------- -------------------------------------------------------------------------------- * Incorporated herein by reference to Anworth's Definitive Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934, filed with the Securities and Exchange Commission on April 30, 2001. EX-5.1 3 ex5-1.txt OPINION OF ALLEN MATKINS LECK GAMBLE & MALLORY Allen Matkins Leck Gamble & Mallory LLP 1901 Avenue of the Stars, Suite 1800 Los Angeles, California EXHIBIT 5.1 OPINION AND CONSENT OF ALLEN MATKINS LECK GAMBLE & MALLORY LLP September 28, 2001 Anworth Mortgage Asset Corporation 1299 Ocean Avenue, Suite 200 Santa Monica, California 90401 Re: Anworth Mortgage Asset Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 to be filed by Anworth Mortgage Asset Corporation (the "Company") with the Securities and Exchange Commission on or about September 28, 2001 (the "Registration Statement") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of 600,000 shares of the Company's Common Stock reserved for issuance under the Company's 1997 Stock Option and Awards Plan (the "Stock Option Plan"). This opinion is being furnished in accordance with the requirements of Item 8 of Form S-8 and Item 601(b)(5)(i) of Regulation S-K. For purposes of this opinion, we have examined such matters of law and originals, or copies, certified or otherwise, identified to our satisfaction, of such documents, corporate records and other instruments as we have deemed necessary. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of the originals of all such latter documents. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. We have relied upon certificates of public officials and certificates of officers of the Company for the accuracy of material, factual matters contained therein which were not independently established. Based upon the foregoing and all other instruments, documents and matters examined for the rendering of this opinion, it is our opinion that, when issued and sold in the manner referred to in the Stock Option Plan and pursuant to the agreements which accompany the Stock Option Plan, the Common Stock issued and sold thereby will be legally and validly issued, fully paid and non-assessable. With respect to the opinion set forth above, we have relied upon the opinion of Piper Marbury Rudnick & Wolfe LLP, dated September 28, 2001, a copy of which has been delivered to you, as to matters of Maryland law. We express no opinion as to the applicability or effect of any laws, orders or judgments of any state or jurisdiction other than federal securities laws and the substantive laws of the State of California. Furthermore, our opinion is based solely upon existing laws, rules and regulations, and we undertake no obligation to advise you of any changes that may be brought to our attention after the date hereof. We consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act, the rules and regulations of the Securities and Exchange Commission promulgated thereunder, or Item 509 of Regulation S-K. Very truly yours, ALLEN MATKINS LECK GAMBLE & MALLORY LLP EX-5.2 4 ex5-2.txt OPINION OF PIPER RUDNICK Exhibit 5.2 PIPER MARBURY RUDNICK & WOLFE LLP 6225 Smith Avenue Baltimore, Maryland 21209-3600 www.piperrudnick.com PHONE (410) 580-3000 FAX (410) 580-3001 September 28, 2001 ANWORTH MORTGAGE ASSET CORPORATION 1299 Ocean Avenue Suite 200 Santa Monica, California 90401 Re: Registration Statement on Form S-8 ---------------------------------- Ladies and Gentlemen: We have acted as special Maryland counsel to Anworth Mortgage Asset Corporation, a Maryland corporation (the "Company"), in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") registering 600,000 shares of common stock of the Company, par value $0.01 per share (the "Shares"), issuable under the Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan, as amended (the "Plan"). We have examined copies of the Company's charter and bylaws, as in effect on the date hereof, the Plan, all resolutions adopted by the Company's Board of Directors relating to the authorization of the issuance of the Shares and such other records and documents that we have deemed necessary for the purpose of rendering this opinion. In such examination of the aforesaid documents, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the aforesaid documents, the authenticity of all documents submitted to us as originals, the conformity with originals of all documents submitted to us as copies (and the authenticity of the originals of such copies), and the accuracy and completeness of all public records reviewed by us. As to factual matters material to this opinion, we have relied on statements and certificates of officers of the Company. Based upon the foregoing, we are of the opinion that the Shares issuable under the Plan have been duly authorized and, when issued, sold and delivered as authorized by the Board of Directors of the Company, will be validly issued, fully paid and non-assessable. Anworth Mortgage Asset Corporation September 28, 2001 Page 2 The opinion set forth herein is limited to matters governed by the laws of the State of Maryland and no other opinion should be inferred beyond the matters expressly stated. We hereby (i) consent to the filing of this opinion as an exhibit to the Registration Statement and (ii) authorize Allen, Matkins, Leck, Gamble & Mallory LLP to rely on this opinion, as if it were addressed to them, as to all matters governed by or arising under the laws of the State of Maryland in rendering their opinion to you in connection with the Registration Statement. This opinion may not be relied on by any other person or in any other connection without our prior written approval. Very truly yours, /s/ Piper Marbury Rudnick & Wolfe LLP -------------------------------------- EX-23.1 5 ex23-1.txt CONSENT OF INDEPENDENT AUDITORS EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 15, 2001 relating to the financial statements, which appears in the 2000 Annual Report of Anworth Mortgage Asset Corporation on Form 10-K for the year ended December 31, 2000. /s/ PricewaterhouseCoopers LLP ------------------------------- PricewaterhouseCoopers LLP Los Angeles, California September 24, 2001