As filed with the Securities and Exchange Commission on
February 7, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
APEX MORTGAGE CAPITAL, INC.
(Exact name of registrant as specified in its charter)
Maryland 95-4650863
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or organization)
865 South Figueroa Street, Suite 1800, 90017
Los Angeles, California
(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration If this form relatesto the
of a class of debt securities and is registration of a class of debt
effective upon filing pursuant to General securities and is to become
Instruction A(c)(1) please check the effective simultaneously with
following box. [ ] the effectiveness of a concurrent
registration statement under
the Securities Act of 1933
pursuant to General Instruction
A(c)(2), please check the
following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
Common Stock, par value $.01 per share American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
COMMON STOCK, $.01 PAR VALUE
The securities to be registered hereunder are the Common
Stock, par value $.01 per share, of Apex Mortgage Capital, Inc.,
a Maryland corporation (the "Registrant"). Subject to any
special voting rights of the holders of Preferred Stock, holders
of the Common Stock of Registrant are entitled to one vote per
share on all matters to be voted upon by the Registrant's
stockholders. Subject to preferences that may be applicable to
the holders of the outstanding shares of Preferred Stock, holders
of the Registrant's Common Stock are entitled to receive such
lawful dividends, if any, as may be declared from time to time by
the Registrant's Board of Directors. In the event of voluntary
or involuntary liquidation, distribution or sale of assets,
dissolution or winding up of the Registrant and subject to the
rights of holders of outstanding shares of Preferred Stock, the
holders of shares of Common Stock of the Registrant shall be
entitled to receive pro rata all of the remaining assets of the
Registrant available for distribution to its stockholders. No
redemption or sinking fund provisions are applicable to
Registrant's Common Stock. Incorporated herein by reference is
the description of the Common Stock contained under the caption
"Description of Capital Stock" in the Registrant's Registration
Statement on Form S-11 filed with the Securities and Exchange
Commission (the "Commission") on September 22, 1997 (file no. 333-
36069), as amended (the "Registration Statement"). Additional
information relating to the Registrant's Common Stock is
incorporated herein by reference to sections of the Registration
Statement under the caption "Certain Provisions of Maryland Law
and of the Company's Charter and Bylaws."
Certain provisions of the Company's Articles of
Incorporation were designed to make the Company a less attractive
target for acquisition by an outsider who does not have the
support of the Company's Directors. These provisions: (1)
provide that no person may own more than 9.8% of the lesser of
(a) the total number or (b) the total value of the Company's
outstanding common shares or more than 9.8% of the lesser of (c)
the total number or (d) the total value of the Company's
outstanding preferred shares; (2) provide that the President, the
Chairman of the Board of Directors, a majority of the Directors
or a majority of the Independent Directors may call special
meetings of the stockholders; (3) provide that the Directors have
exclusive power to amend the Company's Bylaws, excepting that
certain provisions of the Bylaws may not be amended without the
approval of a majority of the stockholders; (4) provide for a
classified Board of Directors; (5) provide that any Director may
be removed with or without cause only by the affirmative vote of
stockholders holding not less than 66-2/3% of all votes entitled
to be cast for the election of Directors; (6) provide that
nominations may be made only by written notice; and (7) provide
that amendments to the Company's Charter may be made by the
affirmative vote of a majority of all votes entitled to be cast
by the stockholders, after due authorization, approval or advise
by the Board of Directors, excepting that certain provisions of
the Company's Charter require the affirmative vote of
stockholders holding at least two-thirds (66-2/3%) of all of the
votes entitled to be cast. While the foregoing provisions will
not necessarily prevent take-over attempts, the Company believes
they should discourage an attempt to obtain control of the
Company in a transaction not approved by the Company's Board of
Directors by making it more difficult for a third party to obtain
control in a short time and impose its will on the remaining
shareholders of the Company.
Item 2. Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Numbers Description of Document
1. Specimen of Certificate representing Registrant's
Common Stock (incorporated herein by reference to
Exhibit 1 of Registrant's Form 8-A originally filed
with the Commission on November 21, 1997 (File No. 001-
13637)).
2.1. Registrant's Registration Statement on Form S-11, as
amended, together with exhibits thereto, filed under
the Securities Act of 1933, as amended (originally
filed with the Commission on September 22, 1997 (File
No. 333-36069)) (incorporated herein by reference).
2.2. Charter of the Registrant as currently in effect
(incorporated herein by reference to Exhibit 3.1 of the
Registration Statement).
2.3. Bylaws of the Registrant as currently in effect
(incorporated herein by reference to Exhibit 3.2 of the
Registration Statement).
2.4. Management Agreement between the Registrant and TCW
Investment Management Company, as amended (incorporated
herein by reference to Exhibit 10.1 of the Registration
Statement).
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
APEX MORTGAGE CAPITAL, INC.
By: /s/ Philip A. Barach
Philip A. Barach
President and Chief Executive
Officer
Dated: February 7, 2001