As filed with the Securities and Exchange Commission on April 1, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 250
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 250
Santa Monica, California 90401
(Name and Address of Agent for Service)
(310) 255-4493
(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, Suite 1800
Los Angeles, California 90067
(310) 788-2400
CALCULATION OF REGISTRATION FEE
| Title of Each Class 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 | ||||
| 1997 Stock Option and Awards Plan Common Stock, $0.01 par value (options available for future grant) |
300,000 shares |
$12.93 |
$3,879,000 |
$313.82 | ||||
| (1) | This registration statement also covers an indeterminate number of shares which may be 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 300,000 shares of the Registrant’s common stock 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 prices of $12.93 per share of the Registrant’s common stock reported on the American Stock Exchange on March 31, 2003. |
EXPLANATORY NOTE
Anworth Mortgage Asset Corporation, a Maryland corporation (the “Registrant”), previously filed a Registration Statement on Form S-8 (Registration No. 333-70478) with the Securities and Exchange Commission on September 28, 2001, and a Registration Statement on Form S-8 (Registration No. 333-96563) with the Securities and Exchange Commission on September 17, 2002 (together, the “Prior Registration Statements”), for the purpose of registering shares of the Registrant’s Common Stock, par value $0.01 per share, issuable upon the grants of awards or the exercise of options granted pursuant to the Registrant’s 1997 Stock Option and Awards Plan (the “1997 Stock Plan”). As of the filing of the Prior Registration Statements, 1,500,000 shares of the Registrant’s Common Stock were authorized for issuance under the 1997 Stock Plan.
On January 2, 2003, the number of shares authorized for issuance pursuant to the 1997 Stock Plan was automatically increased by 300,000 shares pursuant to the automatic share increase provisions of Section 3(a) of the 1997 Stock Plan. The Registrant hereby files this Registration Statement on Form S-8 for the purpose of registering an additional 300,000 shares of the Registrant’s Common Stock, issuable upon the grant of awards or the exercise of options granted pursuant to the 1997 Stock Plan. Pursuant to General Instruction E to Form S-8, the Registrant incorporates by reference herein the contents of the Prior Registration Statements, including the information incorporated therein by reference.
This Registration Statement brings the total number of authorized and registered shares under the 1997 Stock Plan to 1,800,000.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits
| Exhibit Number |
Exhibit | |
| 5.1 |
Opinion of Piper Rudnick LLP | |
| 23.1 |
Consent of PricewaterhouseCoopers LLP | |
| 23.2 |
Consent of Piper Rudnick LLP (contained in Exhibit 5.1) | |
| 24.1 |
Power of Attorney (contained on page II-2 of this registration statement) | |
| 99.1 |
Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan* |
| * | Incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 17, 2002. |
II-1
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 1ST day of April, 2003.
| ANWORTH MORTGAGE ASSET CORPORATION | ||
| By: |
/s/ Lloyd McAdams | |
| Lloyd McAdams President, 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 Thad M. Brown 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 and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ Lloyd McAdams Lloyd McAdams |
President, Chief Executive Officer and Chairman (Principal Executive Officer) |
April 1, 2003 | ||
| /s/ Thad M. Brown Thad M. Brown |
Chief Financial Officer (Principal Financial and Accounting Officer) |
April 1, 2003 | ||
| /s/ Joseph E. McAdams Joseph E. McAdams |
Executive Vice President and Director |
April 1, 2003 | ||
| /s/ Lee A. Ault, III Lee A. Ault, III |
Director |
April 1, 2003 | ||
| /s/ Charles H. Black Charles H. Black |
Director |
April 1, 2003 | ||
| /s/ Joe E. Davis Joe E. Davis |
Director |
April 1, 2003 | ||
| /s/ Charles F. Smith Charles F. Smith |
Director |
April 1, 2003 |
II-2
EXHIBIT INDEX
| Exhibit Number |
Exhibit | |
| 5.1 |
Opinion of Piper Rudnick LLP | |
| 23.1 |
Consent of PricewaterhouseCoopers LLP | |
| 23.2 |
Consent of Piper Rudnick LLP (contained in Exhibit 5.1) | |
| 24.1 |
Power of Attorney (contained on page II-2 of this registration statement) | |
| 99.1 |
Anworth Mortgage Asset Corporation 1997 Stock Option and Awards Plan* |
| * | Incorporated by reference from Appendix A to the Registrant’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 17, 2002. |