As filed with the Securities and Exchange Commission on June 3, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
INDYMAC MORTGAGE HOLDINGS, INC.
(formerly INMC 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 No.)
Incorporation or Organization)
155 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101-1857
(Address of Principal (Zip Code)
Executive Offices)
INMC MORTGAGE HOLDINGS, INC.
1998 STOCK INCENTIVE PLAN
(Full Title of the Plan)
_______________________
MICHAEL W. PERRY
PRESIDENT AND CHIEF OPERATING OFFICER
INDYMAC MORTGAGE HOLDINGS, INC.
155 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
====================================================================================================================================
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price aggregate offering registration fee
per share price
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Common Stock, $.01 par
value.................... 6,400,000 shares (1) $23.5938 (2) $151,000,320 (2) $44,546 (3)
====================================================================================================================================
(1) Pursuant to Rule 416, this Registration Statement also covers an
indeterminable number of shares of Common Stock which may become subject to
the Plan by reasons of certain events specified in the Plan.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the high and low sales
prices for the Common Stock as reported by the New York Stock Exchange on
May 29, 1998
(3) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the Plan that are
covered by this Registration Statement. The filing fee has been paid by
wire transfer to the Securities and Exchange Commission's account at Mellon
Bank.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants as specified by Rule 428(b)(1) of the
Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which IndyMac Mortgage Holdings, Inc., f/k/a INMC
Mortgage Holdings, Inc. (the "Company"), previously filed with the Securities
and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998;
(c) The description of the Company's common stock, $.01 par value 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 or
15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the date
hereof and prior to the termination of the offering of the securities registered
pursuant to this Registration Statement shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein 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.
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ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
The legality of the shares of the Company's Common Stock offered hereby has
been passed upon by Richard H. Wohl, Senior Executive Vice President, General
Counsel and Secretary of the Company. As of June 1, 1998, Mr. Wohl beneficially
owned restricted and unrestricted shares of Common Stock of the Company, as well
as options to purchase shares of Common Stock of the Company.
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.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding 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 Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS
4(a) Certificate of Incorporation of the Company, as amended.
4(b) By-Laws of the Company (incorporated herein by reference to Exhibit 3.2
-----------
to the Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997).
5 Opinion of Richard H. Wohl, General Counsel of the Company, as to the
legality of the Common Stock being registered.
23(a) Consent of Richard H. Wohl (included as part of Exhibit 5).
---------
23(b) Consent of Grant Thornton LLP.
24 Power of Attorney (included on page 6).
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(a)(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 the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, 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 the registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, that are incorporated by reference in
the Registration Statement;
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(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.
(b) 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
15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in this 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.
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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-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 3rd day of
June, 1998.
INDYMAC MORTGAGE HOLDINGS, INC.
By: /s/ Michael W. Perry
----------------------------
Michael W. Perry
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 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, with full power 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 each Registration Statement
amended hereby, 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 or she might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 3rd day of June, 1998.
Signature Title
--------- -----
/s/ David S. Loeb
____________________________
David S. Loeb Chairman of the Board of Directors
/s/ Angelo R. Mozilo
____________________________
Angelo R. Mozilo Vice Chairman of the Board of Directors
and Chief Executive Officer
/s/ Michael W. Perry
____________________________
Michael W. Perry President, Chief Operating Officer
and Director
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Signature Title
--------- -----
/s/ James P. Gross
____________________________
James P. Gross Executive Vice President and
Chief Financial Officer
/s/ Lyle E. Gramley
____________________________
Lyle E. Gramley Director
/s/ Thomas J. Kearns
____________________________
Thomas J. Kearns Director
/s/ Frederick J. Napolitano
____________________________
Frederick J. Napolitano Director
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EXHIBIT INDEX
Exhibit No. Description
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4(a) Certificate of Incorporation of the Company, as amended
4(b) By-Laws of the Company, as amended (incorporated herein by reference
to Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q for the
-----------
quarter ended June 30, 1997)
5 Opinion of Richard H. Wohl, General Counsel of the Company, as to the
legality of the Common Stock being registered
23(a) Consent of Richard H. Wohl (included as part of Exhibit 5)
---------
23(b) Consent of Grant Thornton LLP
24 Power of Attorney (included on page 6)
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