AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 26, 1996
Registration No. 33-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM S-8
Registration Statement
under
The Securities Act of 1933
_______________________
CWM MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3983415
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
35 North Lake Avenue, 91101
Pasadena, CA
(Address of Principal Executive Offices) (Zip Code)
CWM MORTGAGE HOLDINGS, INC.
1996 STOCK INCENTIVE PLAN
(Full title of the plan)
Michael W. Perry
Executive Vice President and Chief Operating Officer
35 North Lake Avenue
Pasadena, California 91101
(Name and address of agent for service)
(800) 669-2300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
REGISTERED REGISTERED PRICE PER UNIT OFFERING PRICE FEE
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Common Stock, 4,000,000 (1) $17.0625 (2) $68,250,000 (2) $23,534.48
$.01 par value
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(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire the
shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an
additional indeterminate number of shares which may become subject to the Plan
by reason of certain events specified in the Plan.
(2) In accordance with Regulation 457(c), the offering price has been
calculated on the basis of the average of the high and low prices for the Common
Stock as reported by the New York Stock Exchange on July 22, 1996.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which CWM Mortgage Holdings, Inc. (the
"Company") previously filed with the Securities and Exchange
Commission (the "Commission") are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1996; and
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in its Registration
Statement on Form 8-B dated April 10, 1987, and any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this registration statement and prior to the
termination of the offering of the Company's Common Stock pursuant to
the Company's 1996 Stock Incentive Plan shall be deemed to be
incorporated by reference into this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
The description of the Company's Common Stock incorporated by
reference in Item 3(c) above is hereby updated to reflect that the
Certificate of Incorporation now authorizes the issuance of 100
million shares and the transfer agent for the Common Stock is The Bank
of New York.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation eliminates personal
liability of directors to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for: (i)
any breach of the duty of loyalty to the Company or its shareholders;
(ii) acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (iii) liability under Section
174 of the Delaware General Corporation Law relating to certain
unlawful dividends and stock repurchases; or (iv) any transaction from
which the director derived an improper personal benefit. The
Certificate also provides that the Company shall indemnify and advance
expenses to each director, officer, employee and agent to the fullest
extent permitted by the Delaware General Corporation Law.
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As permitted by Section 145 of the General Corporation Law of
Delaware, the Company's Bylaws provide for indemnification of
directors, officers, employees and agents of the Company to the
fullest extent authorized by Delaware law against expenses (including
attorney's fees) and other amounts paid in settlement actually and
reasonably incurred by them in connection with any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, in which any such person was or is a
party or is threatened to be made a party. The right to
indemnification includes the right to be paid the expenses incurred in
defending or investigating a threatened or pending action, suit or
proceeding in advance of the final disposition of such action, suit or
proceeding; provided that, if required by Delaware law, payment of
expenses in advance to an officer or director shall be conditioned
upon receipt by the Company of an undertaking by or on behalf of such
director or officer to repay such amount if it is ultimately
determined that he is not entitled to indemnification. The advancement
of expenses, as well as indemnification, pursuant to the Company's
Bylaws is not exclusive of any other rights which those seeking
indemnification or advancement of expenses from the Company may have.
The Company also maintains an insurance policy pursuant to which its
directors and officers are insured against certain liabilities which
might arise out of their relationship with the Company as directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
4. CWM Mortgage Holdings, Inc. 1996 Stock Incentive Plan.
5. Opinion of Richard H. Wohl, General Counsel of the Company,
as to the legality of the Common Stock being registered.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Richard H. Wohl (included in Opinion filed as
Exhibit 5).
24. Power of Attorney (included in this Registration Statement
under "Signatures").
ITEM 9. UNDERTAKINGS
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, unless the information required to
be included in such post-effective amendment is contained in
periodic reports filed by registrant pursuant to Section 13 or
Section 15(d) of the
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Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement;
(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,
unless the information required to be included in such post-
effective amendment is contained in periodic reports filed by
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference 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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of 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.
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.
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SIGNATURES
The Registrant. 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 Pasadena, State of California, on the 26th day
of July, 1996.
CWM Mortgage Holdings, Inc.
By: /s/ David S. Loeb
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David S. Loeb
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
W. Perry and Richard H. Wohl his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, 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, each acting alone,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, 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 and on the date indicated.
Signatures Title Date
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/s/ David S. Loeb Chairman of the July 26, 1996
- ----------------- Board of Directors
David S. Loeb and Chief Executive Officer
/s/ Angelo R. Mozilo Vice Chairman of the July 26, 1996
- -------------------- Board of Directors
Angelo R. Mozilo and President
/s/ Michael W. Perry Executive Vice July 26, 1996
- -------------------- President and Chief
Michael W. Perry Operating Officer (Principal
Financial Officer)
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/s/ Carmella L. Grahn Senior Vice President and July 26, 1996
- --------------------- Chief Accounting Officer
Carmella L. Grahn (Principal Accounting
Officer)
/s/ Lyle E. Gramley Director July 26, 1996
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Lyle E. Gramley
/s/ Thomas J. Kearns Director July 26, 1996
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Thomas J. Kearns
/s/ Frederick J. Napolitano Director July 26, 1996
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Frederick J. Napolitano
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EXHIBIT INDEX
SEQUENTIAL
EXHIBIT PAGE
NUMBER EXHIBIT NUMBER
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4. CWM Mortgage Holdings, Inc. 1996 Stock Incentive Plan
5. Opinion of Richard H. Wohl, General Counsel of the
Company, as to the legality of the Common Stock being
registered.
23.1 Consent of Grant Thornton LLP.
23.2 Consent of Richard H. Wohl (included in Opinion filed
as Exhibit 5).
24. Power of Attorney (included in this Registration Statement
under "Signatures").