As filed with the Securities and Exchange Commission on January 30, 1997
Registration No. 333-16679
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
HEADLANDS MORTGAGE SECURITIES INC.
(Exact name of registrant as specified in its Charter)
Delaware Applied For
(State of Incorporation) (I.R.S. Employer Identification No.)
700 Larkspur Landing Circle
Suite 250
Larkspur, California 94939
(415) 925-5442
(Address, including zip code, and telephone number, including area code, of
principal executive offices)
Peter T. Paul
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 250
Larkspur, California 94939
(415) 461-6790
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
With a copy to:
Phillip R. Pollack, Esq. Michael P. Braun, Esq.
Tobin & Tobin Brown & Wood LLP
One Montgomery Street One World Trade Center
San Francisco, California 94104 New York, New York 10048
Approximate date of commencement of proposed sale to the public:
From time to time on or after the effective date of the registration
statement, as determined by market conditions.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. / /
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, other than securities offered only in connection with dividend
or interest reinvestment plans, please check the following box. /x/
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, please check the following box and list the
Securities Act registration statement 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, please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION> Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Registration
Securities to Be Registered Registered Per Unit(1) Offering Fee(2)
Price(1)
<S> <C> <C> <C> <C>
Certificates . . . . . . . . . . . . $850,000,000 100% $850,000,000 $257,575.76
</TABLE>
(1) Estimated for the purpose of calculating the registration fee.
(2) Previously paid.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the Certificates being registered under this
Registration Statement, other than underwriting discounts and commissions:
SEC Registration Fee $ 257,575.76
Printing and Engraving $ 75,000.00
Legal Fees and Expenses $ 150,000.00
Trustee Fees and Expenses $ 25,000.00
Rating Agency Fees $ 120,000.00
Miscellaneous $ 15,000.00
Total $ 642,575.76
____________________
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Certificate of Incorporation and By-Laws provide for
indemnification of directors and officers of the Registrant to the fullest
extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law, provides, in
substance, that Delaware corporations shall have the power, under specified
circumstances, to indemnify their directors, officers, employees and agents
in connection with actions, suits or proceedings brought against them by a
third party or in the right of the corporation, by reason of the fact that
they were or are such directors, officers, employees or agents, against
expenses incurred in any such action, suit or proceeding. The Delaware
General Corporation Law also provides that the Registrant may purchase
insurance on behalf of any such director, officer, employee or agent.
ITEM 16. FINANCIAL STATEMENT AND EXHIBITS.
1.1** Form of Underwriting Agreement.
3.1* Certificate of Incorporation of the Registrant.
3.2* Bylaws of the Registrant.
4.1** Form of Pooling and Servicing Agreement.
5.1 Opinion of Tobin & Tobin as to legality of the Certificates
(including consent of such firm).
8.1* Opinion of Brown & Wood LLP as to certain tax matters (including
consent of such firm).
23.1* Consent of Brown & Wood LLP (included in exhibit 8.1 hereof).
23.2 Consent of Tobin & Tobin (included in exhibit 5.1 hereof)
24.1** Power of Attorney.
_____________
*Filed previously with the Commission on January 15, 1997 as an exhibit to
Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-16679).
**Filed previously with the Commission on November 22, 1996 as an exhibit
to the Registration Statement on Form S-3 (No. 333-16679).
ITEM 17. 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. Notwithstanding the foregoing, any
increase or decrease in volume 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 and 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 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective 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 of 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) 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 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.
(f) The undersigned registrant hereby undertakes to provide to the
underwriter at the closing specified in the underwriting agreements,
certificates in such denominations and registered in such names as required
by the underwriter to permit prompt delivery to each purchaser.
(h) 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 of 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.
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-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Larkspur, State of California, on
the 30th day of January, 1997.
HEADLANDS MORTGAGE SECURITIES INC.
By /s/ Gilbert J. MacQuarrie
---------------------------------------
Name: Gilbert J. MacQuarrie
Title: Vice President
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 dates indicated.
Signature Title Date
- ------- ---- ---
* President and Director January 30, 1997
- -------------------------
Peter T. Paul (Principal Executive Officer)
/s/ Gilbert J. MacQuarrie Vice President, Secretary, January 30, 1997
- ------------------------- Treasurer and Director
Gilbert J. MacQuarrie (Principal Financial Officer
and Principal Accounting
Officer)
* Director January 30, 1997
- -------------------------
Becky S. Poisson
* Director January 30, 1997
- -------------------------
Steve Abreu
* Director January 30, 1997
- -------------------------
Kenneth Siprelle
* Director January 30, 1997
- -------------------------
John Edmonds
*By:/s/ Gilbert J. MacQuarrie
-----------------------------
Name: Gilbert J. MacQuarrie
Attorney-in-Fact
EXHIBIT INDEX
----------
Exhibit
No. Description of Exhibit
----- ------------------
1.1* Form of Underwriting Agreement.
3.1** Certificate of Incorporation of the Registrant.
3.2** Bylaws of the Registrant.
4.1* Form of Pooling and Servicing Agreement.
5.1 Opinion of Tobin & Tobin as to legality of the Certificates
(including consent of such firm).
8.1** Opinion of Brown & Wood LLP as to certain tax matters (including
consent of such firm).
23.1** Consent of Brown & Wood LLP (included in exhibit 8.1 hereof).
23.2 Consent of Tobin & Tobin (included in exhibit 5.1 hereof)
24.1* Power of Attorney.
_____________
*Filed previously with the Commission on November 22, 1996 as an exhibit to
the Registration Statement on Form S-3 (No. 333-16779).
**Filed previously with the Commission on January 15, 1997 as an exhibit to
Amendment No. 1 to the Registration Statement on Form S-3 (No. 333-16679).
Exhibit 5.1
Opinion of Tobin & Tobin with Respect to Legality
TOBIN & TOBIN
A Professional Corporation
One Montgomery Street
Fifteenth Floor
San Francisco, California 94104
January 24, 1997
Headlands Mortgage Securities Inc.
700 Larkspur Landing Circle
Suite 250
Larkspur, California 94939
Re: Headlands Mortgage Securities Inc.
Registration Statement on Form S-3 (No. 333-16679)
-----------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Headlands Mortgage Securities Inc., a
Delaware corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-3 (the "Registration Statement") for the
registration with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), of mortgage pass-through certificates
(the "Certificates") in an aggregate principal amount of up to $850,000,000.
As described in the Registration Statement, the Certificates will be issued
from time to time in series. Each series of Certificates will be issued by a
trust (each, a "Trust") formed by the Company pursuant to a pooling and
servicing agreement (each, a "Pooling and Servicing Agreement") among the
Company, a master servicer (the "Master Servicer"), a seller (the "Seller")
and a trustee (the "Trustee"). Each series of Certificates issued by a Trust
may include one or more classes of Certificates. The Certificates will be
sold from time to time pursuant to certain underwriting agreements (each, an
"Underwriting Agreement") among the Company and the underwriter or
underwriters named therein.
We have examined and relied upon copies of the Company's By-laws, the
Registration Statement, the form of Pooling and Servicing Agreement and the
forms of Certificates included as exhibits thereto, the form of Underwriting
Agreement and such other records, documents and statutes as we have deemed
necessary for purposes of this opinion.
In our examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
documents. As to any facts material to the opinions expressed herein that
were not independently established or verified, we have relied upon
statements and representations of officers and other representatives of the
Company and others.
Based upon the foregoing, we are of the opinion that:
I. When any Pooling and Servicing Agreement relating to a series of
Certificates has been duly and validly authorized by all necessary action on
the part of the Company and has been duly executed and delivered by the
Company, the Master Servicer, the Seller, the Trustee and any other party
thereto, such Pooling and Servicing Agreement will constitute a legal, valid
and binding agreement of the Company, enforceable against the Company in
accordance with its terms, except as enforcement thereof may be limited by
bankruptcy, insolvency or other laws relating to or affecting creditors'
rights generally or by general equity principles.
II. When a series of Certificates has been duly authorized by all
necessary action on the part of the Company (subject to the terms thereof
being otherwise in compliance with applicable law at such time), duly
executed
and authenticated by the Trustee for such series in accordance with the terms
of the related Pooling and Servicing Agreement and issued and delivered
against payment therefor as described in the Registration Statement, such
series of Certificates will be legally and validly issued, fully paid and
nonassessable, and the holders thereof will be entitled to the benefits of
the related Pooling and Servicing Agreement.
In rendering the foregoing opinions, we express no opinion as to the
laws of any jurisdiction other than the laws of the State of New York
(excluding choice of law principles therein), the corporation laws of the
State of Delaware and the federal laws of the United States of America.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under the heading
"Legal Matters" in the base prospectus and prospectus supplement forming a
part of the Registration Statement, without admitting that we are "experts"
within the meaning of the Act or the Rules and Regulations of the Commission
issued thereunder, with respect to any part of the Registration Statement,
including this exhibit.
Very truly yours,
/s/ Tobin & Tobin
