As filed with the Securities and Exchange Commission on September 28, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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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
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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) ...
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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) .
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TOTAL $3,937,824.88 $ 984.46
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<FN>
(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.
</FN>
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
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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)
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* 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
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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
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/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
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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)
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* 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.