As filed with the Securities and Exchange Commission on June 7, 2002
Registration No. 333-85036
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
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
(310) 394-0115
(Address, Including Zip Code, and Telephone Number, Including Area Code of
Registrant's Principal Executive Offices)
Lloyd McAdams
Chairman and Chief Executive Officer
1299 Ocean Avenue, Suite 200
Santa Monica, California 90401
(310) 394-0115
(Name, Address, Including Zip Code, and 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
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. [X]
If the registrant elects to deliver its latest annual report to security
holders or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434
of the Securities Act, please check the following box. [_]
We hereby amend this Registration Statement on such date or dates as may
be necessary to delay its effective date until we file a further amendment
which specifically states that this Registration Statement shall thereafter
become effective in accordance with Section 8(a) of the Securities Act of
1933, or until the Registration Statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section
8(a), may determine.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth our costs and expenses in connection with
the registration of our securities being registered. All amounts are estimates
except the Securities and Exchange Commission registration fee and the National
Association of Securities Dealers fee.
Description Amount
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Securities and Exchange Commission Registration Fee $ 18,400
American Stock Exchange Fees 22,500
Printing and Engraving 200,000
Legal Fees and Expenses 300,000
Accountants' Fees and Expenses 100,000
Miscellaneous 9,100
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Total $ 650,000
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Item 15. Indemnification of Directors and Officers.
Section 2-418 of the Maryland General Corporation Law permits us to
indemnify, subject to the exceptions set forth therein, any director or officer
of our company who is made a party to any proceeding by reason of service in
that capacity to the company, or who is or was, serving as such with respect to
another entity at the request of our company. The Maryland General Corporation
Law also provides that we may purchase insurance on behalf of our directors,
officers, employees or agents.
Our charter and bylaws require us to provide for indemnification of our
officers and directors substantially identical in scope to that permitted under
Section 2-418 of the Maryland General Corporation Law. Our bylaws also provide
that we must pay the expenses of our officers and directors (acting in their
capacity as such) incurred in defending any action, suit or proceeding, whether
civil, criminal, administrative or investigative, as they are incurred and in
advance of the final disposition of the action, suit or proceeding, upon receipt
of a written undertaking by or on behalf of the director or officer to repay all
amounts so advanced if it is ultimately determined by a court of appropriate
jurisdiction that the officer or director is not entitled to be indemnified by
us.
Our charter limits the liability of our directors and officers for money
damages to us and our stockholders to the fullest extent permitted from time to
time by Maryland law. Maryland law presently permits the liability of directors
and officers to a corporation or its stockholders for money damages to be
limited, except:
. to the extent that it is proved that the director or officer actually
received an improper benefit or profit in money, property or services; or
. if a judgment or other final adjudication adverse to the director or
officer is entered in a proceeding based on a finding that the director's
or officer'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.
This provision does not limit our ability or our stockholders' ability to obtain
other relief, such as an injunction or rescission.
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Item 16. Exhibits.
Exhibit
Number Exhibit
1.1* Underwriting Agreement.
4.1 Charter of the Company(1).
4.2 Specimen Common Stock Certificate(1).
4.3 Bylaws of the Company(1).
4.4* Specimen Preferred Stock Certificate.
5.1 Opinion of Piper Rudnick LLP as to the legality of the shares
being registered.
8.1* Opinion of Allen Matkins Leck Gamble & Mallory LLP as to selected
federal income tax matters.
12.1* Statements re: Computation of Ratios.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Piper Rudnick LLP (contained within the opinion filed
as Exhibit 5.1).
23.3* Consent of Allen Matkins Leck Gamble & Mallory LLP (contained
within the opinion filed as Exhibit 8.1).
24.1* Powers of Attorney.
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* Previously filed.
(1) Incorporated by reference from the Company's Registration Statement on
Form S-11, Registration No. 333-38641, which became effective under the
Securities Act of 1933, as amended, on March 12, 1998.
Item 17. Undertakings.
A. The 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;
(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; notwithstanding the foregoing,
any increase or decrease in the of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
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 by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement;
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(2) That, for the purpose of determining any liability under the
Securities Act, 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; and
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
D. The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus
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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Anworth
Mortgage Asset Corporation 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 7th day of June, 2002.
ANWORTH MORTGAGE ASSET CORPORATION
By: /s/ Joseph Lloyd McAdams
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Joseph Lloyd McAdams
President and Chief Executive Officer
POWER OF ATTORNEY
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 7th day of June, 2002.
Signature Title
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/s/ Joseph Lloyd McAdams President, Chief Executive Officer and Chairman of the
---------------------------------- Board of Directors (Principal Executive Officer)
Joseph Lloyd McAdams
* Chief Financial Officer (Principal Financial and
---------------------------------- Accounting Officer)
Pamela J. Watson
* Vice President and Director
----------------------------------
Joseph E. McAdams
* Director
----------------------------------
Joe E. Davis
* Director
----------------------------------
Charles H. Black
* Director
----------------------------------
Charles F. Smith
*By: /s/ Joseph Lloyd McAdams
------------------------------
Joseph Lloyd McAdams
Attorney-In-Fact
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EXHIBIT INDEX
Exhibit Number Exhibit
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1.1* Underwriting Agreement.
4.1 Charter of the Company(1).
4.2 Specimen Common Stock Certificate(1).
4.3 Bylaws of the Company(1).
4.4* Specimen Preferred Stock Certificate.
5.1 Opinion of Piper Rudnick LLP as to the legality of the shares being registered.
8.1* Opinion of Allen Matkins Leck Gamble & Mallory LLP as to selected federal income tax matters.
12.1* Statements re: Computation of Ratios.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Piper Rudnick LLP (contained within the opinion filed as Exhibit 5.1).
23.3* Consent of Allen Matkins Leck Gamble & Mallory LLP (contained within the opinion filed as
Exhibit 8.1).
24.1* Powers of Attorney.
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* Previously filed.
(1) Incorporated by reference from the Company's Registration Statement on
Form S-11, Registration No. 333-38641, which became effective under the
Securities Act of 1933, as amended, on March 12, 1998.