As filed with the Securities and Exchange Commission on November 26, 2013.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under
The Securities Act of 1933
Stonegate Mortgage Corporation
(Exact name of registrant as specified in its charter)
| Ohio | 34-1194858 | |
(State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
9190 Priority Way West Drive, Suite 300, Indianapolis, Indiana 46240 (317) 663-5100
(Address of Principal Executive Offices)
Stonegate Mortgage Corporation Amended and Restated 2011 Omnibus Incentive Plan
(Full Title of Plan)
Barbara A. Cutillo, CPA
Chief Administrative Officer
Stonegate Mortgage Corporation
9190 Priority Way West Drive, Suite 300
Indianapolis, Indiana 46240
(317) 663-5100
(Name, address, and telephone number, including area code, of agent for service)
With copies to:
Curt W. Hidde, Esquire
Barnes & Thornburg LLP
11 South Meridian Street
Indianapolis, Indiana 46204
(317) 236-1313
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.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
| ||||||||
Title of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price | Amount of registration fee | ||||
Common Stock, par value $0.01 per share | 1,539,883 shares | $16.20 | $24,946,104.60 | $3,213.06 | ||||
| ||||||||
| ||||||||
| (1) | Any additional shares of Common Stock of Stonegate Mortgage Corporation to be issued as a result of stock dividends, stock splits, or similar transactions shall be covered by this Registration Statement as provided in Rule 416(a). |
| (2) | Calculated in accordance with Rule 457 solely for the purpose of calculating the registration fee and based on the average of the high and low sales prices per share of the Common Stock of Stonegate Mortgage Corporation as reported on the New York Stock Exchange on November 21, 2013, which date is within five (5) business days prior to the filing of this Registration Statement. |
PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The document(s) containing information specified by Part I of this Registration Statement will be sent or given to participants in the Stonegate Mortgage Corporation Amended and Restated 2011 Omnibus Incentive Plan (the “Plan”), as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the 1933 Act.
PART II — INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents By Reference
The following documents that Stonegate Mortgage Corporation (the “Company”) has filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act and the Securities Exchange Act of 1934 (the “Exchange Act”) are incorporated by reference into this Registration Statement:
| • | The Company’s prospectus filed with the Commission on October 10, 2013, pursuant to Rule 424(b) under the Securities Act relating to the Registration Statement on Form S-1, as amended (File. No. 333-191047), which contains the Company’s audited financial statements for the latest fiscal year for which such statements have been filed; |
| • | The Company’s Quarterly Report on Form 10-Q filed with the Commission on November 14, 2013 pursuant to the Exchange Act for the Company’s fiscal quarter ended September 30, 2013; |
| • | The Company’s Current Reports on Form 8-K filed by the Company with the Commission on November 14, 2013, November 19, 2013, and November 19, 2013; and |
| • | The description of the Registrant’s Common Stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-36116) filed with the Commission on October 8, 2013 pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description. |
In addition, all reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part thereof from the date of filing of such documents with the Commission.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or in any other subsequently filed document that also is or is deemed to be incorporated by reference in this Registration Statement, modifies or supersedes such prior statement. Any statement contained in this Registration Statement shall be deemed to be modified or superseded to the extent that a statement contained in a subsequently filed document that is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such prior statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
No document or information deemed to be furnished and not filed in accordance with the rules of the Commission shall be deemed to be incorporated herein by reference unless such document or information expressly provides to the contrary.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
Under Ohio law and the Company’s current Articles of Incorporation, a director of an Ohio corporation generally is not liable for monetary damages unless it is proved by clear and convincing evidence that the director’s action or failure to act was undertaken with deliberate intent to cause injury to the corporation or with reckless disregard for the best interests of the corporation.
II-1
Under the Ohio General Corporation Law, generally, a corporation may indemnify any current or former director, officer, employee, or agent for reasonable expenses incurred in connection with the defense or settlement of any threatened, pending, or completed litigation related to the person’s position with the corporation or related to the person’s service (as a director, trustee, officer, employee, member, manager, or agent) to another corporation at the request of the indemnifying corporation, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the corporation. If the litigation involved a criminal action or proceeding, the person must also have had no reasonable cause to believe his or her conduct was unlawful. Ohio law requires indemnification for reasonable expenses incurred if the person was successful in the defense of the litigation. Finally, Ohio law requires a corporation to provide expenses to a person in advance of final disposition of the litigation if the person undertakes to repay any advanced amounts if it is ultimately determined that he or she is not entitled to indemnification. Our Articles require indemnification of current and former directors and officers, and of officers and directors serving as directors, officers, or trustees of other corporations, partnerships, joint ventures, trusts, or other enterprises at our request, to the fullest extent permitted by law. In addition, Ohio law and our Articles permit us to purchase insurance coverage for such liability, and we have done so.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
| Exhibit No. | Description | |
| 4.1 | Third Amended and Restated Articles of Incorporation of Stonegate Mortgage Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on September 6, 2013 (File No. 333-191047) | |
| 4.2 | Third Amended and Restated Code of Regulations of Stonegate Mortgage Corporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on September 6, 2013 (File No. 333-191047) | |
| 5.1* | Opinion of Barnes & Thornburg LLP | |
| 10.1 | Stonegate Mortgage Corporation Amended and Restated 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on September 6, 2013 (File No. 333-191047)) | |
| 23.1* | Consent of Barnes & Thornburg LLP (included in Exhibit 5.1) | |
| 23.2* | Consent of Richey, May & Co. LLP | |
| 23.3* | Consent of KPMG LLP |
| * | Filed herewith. |
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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any |
II-2
| deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
| (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 (1)(i) and (1)(ii) above 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 Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in this registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this 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 Act 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 Act and will be governed by the final adjudication of such issue. |
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Indianapolis, Indiana, on November 26, 2013.
| Stonegate Mortgage Corporation | ||
By: | /s/ James J. Cutillo | |
James J. Cutillo Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ James J. Cutillo James J. Cutillo | Chief Executive Officer and Director (principal executive officer) | November 26, 2013 | ||
/s/ John F. Macke John F. Macke | Chief Financial Officer (principal financial officer and principal accounting officer) | November 26, 2013 | ||
/s/ Kevin B. Bhatt Kevin B. Bhatt | Director | November 26, 2013 | ||
/s/ James G. Brown James G. Brown | Director | November 26, 2013 | ||
/s/ Rich A. Mirro Rich A. Mirro | Director | November 26, 2013 | ||
/s/ Scott Mumphrey Scott Mumphrey | Director | November 26, 2013 | ||
/s/ Richard A. Kraemer Richard A. Kraemer | Director | November 26, 2013 | ||
/s/ Sam Levinson Sam Levinson | Director | November 26, 2013 | ||
EXHIBIT INDEX
| Exhibit No. | Description | |
| 4.1 | Third Amended and Restated Articles of Incorporation of Stonegate Mortgage Corporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on September 6, 2013 (File No. 333-191047) | |
| 4.2 | Third Amended and Restated Code of Regulations of Stonegate Mortgage Corporation (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 filed on September 6, 2013 (File No. 333-191047) | |
| 5.1* | Opinion of Barnes & Thornburg LLP | |
| 10.1 | Stonegate Mortgage Corporation Amended and Restated 2011 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on September 6, 2013 (File No. 333-191047)) | |
| 23.1* | Consent of Barnes & Thornburg LLP (included in Exhibit 5.1) | |
| 23.2* | Consent of Richey, May & Co. LLP | |
| 23.3* | Consent of KPMG LLP |
| * | Filed herewith. |
E-1