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Registration No. _________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
(Exact name of registrant as specified in its charter)
Maryland 33-0741174
(State or other jurisdiction (I.R.S. employer identification no.)
of incorporation or organization)
445 Marine View Avenue, Suite 230
Del Mar, California 92014
(Address of principal executive offices) (Zip code)
AMERICAN RESIDENTIAL INVESTMENT TRUST, INC.
1997 STOCK INCENTIVE PLAN,
1997 STOCK OPTION PLAN,
1997 EMPLOYEE STOCK PURCHASE PLAN,
AND 1997 OUTSIDE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Clay Strittmatter (Secretary)
American Residential Investment Trust, Inc.
445 Marine View Avenue, Suite 230
Del Mar, California 92014
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (619) 350-5008.
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended (the
"Securities Act").
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<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
maximum maximum
Title of Securities to Amount to be offering price per aggregate Amount of
to be registered(1) registered share(2) offering price(2) registration fee
- ---------------------------------------- ------------ --------------------- --------------- ----------------
<S> <C> <C> <C> <C>
1997 Stock Incentive Plan
Common Stock 315,200 $12.50 $ 3,940,000
Par Value $0.01
1997 Stock Option Plan
Common Stock 414,200 $15.00 $ 6,213,000
Par Value $0.01 60,600 $11.66 $ 706,596
1997 Employee Stock Purchase Plan
Common Stock 20,000 $ 9.91 $ 198,200
Par Value $0.01
1997 Outside Directors Stock Option Plan
Common Stock 30,000 $15.00 $ 450,000
Par Value $0.01 30,000 $11.66 $ 349,800
TOTALS 870,000 $11,857,596 $ 3,498.00
---------------
</TABLE>
- ----------------------
1 The securities to be registered include options and rights to acquire such
Common Stock.
2 Estimated pursuant to Rule 457 solely for purposes of calculating the
registration fee. As to shares subject to outstanding but unexercised
options under the 1997 Stock Incentive Plan, 1997 Stock Option Plan and
1997 Outside Directors Stock Option Plan, the price is computed on the
basis of the weighted average exercise price. As to the remaining shares
under these plans, the price is based upon the average of the high and low
prices of the Common Stock on March 10, 1998 as reported on the New York
Stock Exchange. The 1997 Employee Stock Purchase Plan establishes a
purchase price equal to 85% of the fair market value of the Company's
Common Stock and, therefore, the price for purchase rights under this plan
is based upon 85% of the average of the high and low prices of the Common
Stock on March 10, 1998 as reported on the New York Stock Exchange.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
American Residential Investment Trust, Inc. (the "Company") hereby
incorporates by reference in this registration statement the following
documents:
(a) The Company's Prospectus filed pursuant to Rule 424(b) of the
Securities Act of 1933, as amended, containing audited financial statements for
the period from February 11, 1997 (commencement of operations) through June 30,
1997 as filed with the Securities and Exchange Commission (the "Commission") on
October 28, 1997 (registration number 333-33679).
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") since the end
of the fiscal year covered by the registrant document referred to in (a) above.
(c) The description of the Company's Common Stock contained in its
Registration Statement filed with the Commission under the Exchange Act,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered hereby have been sold or which deregisters all securities 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.
Item 4. Description of Securities
The class of securities to be offered is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
As permitted by the Maryland General Corporation Law, the Company's
Articles of Amendment and Restatement obligates the Company to indemnify its
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.
The Maryland General Corporation Law permits a corporation to indemnify its
present and former directors and officers, among others, against judgments,
penalties, fines,
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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 was committed in bad faith or 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. The Bylaws implement the provisions
relating to indemnification contained in the Company's Charter. Maryland law
permits the charter of a Maryland corporation to include a provision limiting
the liability of its directors and officers to the corporation and its
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. The Company's Charter contains a provision
providing for elimination of the liability of its directors or officers to the
Company or its stockholders for money damages to the maximum extent permitted by
Maryland law from time to time.
The Company purchased and maintains officers' and directors' insurance for
the benefit of its officers and directors. The Company has entered into
indemnity agreements with each of its officers and directors pursuant to which
the Company indemnifies its officers and directors to the fullest extent allowed
by law.
Item 7. Exemption From Registration Claimed
Inapplicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
(a) Rule 415 Offering
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;
(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;
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(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)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 the registration
statement.
(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.
(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) Filing incorporating subsequent Exchange Act documents by reference
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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) 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.
(h) Request for acceleration of effective date or filing of registration
statement on Form S-8
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.
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SIGNATURE
Pursuant to the requirements of the Securities Act, 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 San Diego, State of California, on March 13, 1998.
American Residential Investment
Trust, Inc.
By: /s/ Mark Conger
--------------------------------
Mark Conger
Executive Vice President and
Chief Financial Officer
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SIGNATURES AND POWER OF ATTORNEY
The officers and directors of American Residential Investment Trust, Inc.
whose signatures appear below, hereby constitute and appoint Mark Conger,
Executive Vice President and Chief Financial Officer and Clay Strittmatter,
Secretary, and each of them, their true and lawful attorneys and agents, with
full power of substitution, each with power to act alone, to sign and execute on
behalf of the undersigned any amendment or amendments to this registration
statement on Form S-8, and each of the undersigned does hereby ratify and
confirm all that each of said attorney and agent, or their or his substitutes,
shall do or cause to be done by virtue hereof. Pursuant to the requirements of
the Securities Act, this registration statement has been signed by the following
persons in the capacities indicated on March 13, 1998.
<TABLE>
<CAPTION>
Signature Title
- ----------------------------------- -----------------------------------
<S> <C>
/s/ John M. Robbins Chairman of the Board, Chief Executive
- ----------------------------------- Officer and Director (Principal
John M. Robbins Executive Officer)
/s/ Jay M. Fuller President, Chief Operating Officer and
- ----------------------------------- Director
Jay M. Fuller
/s/ Mark A. Conger Executive Vice President and Chief
- ----------------------------------- Financial Officer (Principal Financial
Mark A. Conger and Accounting Officer)
/s/ H. James Brown, Ph.D. Director
- -----------------------------------
H. James Brown, Ph.D.
/s/ David E. De Leeuw Director
- -----------------------------------
David E. De Leeuw
/s/ Ray McKewon Director
- -----------------------------------
Ray McKewon
/s/ Richard T. Pratt, Ph.D Director
- -----------------------------------
Richard T. Pratt, Ph.D
/s/ Mark J. Riedy, Ph.D. Director
- -----------------------------------
Mark J. Riedy, Ph.D.
</TABLE>
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EXHIBIT INDEX
4.1 Articles of Amendment and Restatement of the Company *
4.2 Amended and Restated Bylaws of the Company**
5 Opinion of Company Counsel
23.1 Consent of Counsel ***
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney****
* Incorporated by reference to Exhibit 3.1 to the Company's Form S-11 filed
with the Securities and Exchange Commission on August 14, 1997.
** Incorporated by reference to Exhibit 3.2 to the Company's Form S-11 filed
with the Securities and Exchange Commission on August 14, 1997.
*** Included in Exhibit 5.
**** Included in the signature pages to this registration statement.
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EXHIBIT 5
[LETTERHEAD]
March 16, 1998
American Residential Investment Trust, Inc.
445 Marine View Avenue, Suite 230
Del Mar, California 92014
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special Maryland counsel to American Residential
Investment Trust, Inc., a Maryland corporation (the "Company"), in connection
with the registration under the Securities Act of 1933, as amended (the "Act"),
of up to 870,000 shares of Common Stock, par value $0.01 per share (the "Common
Stock"), of the Company pursuant to a Registration Statement of the Company on
Form S-8 (the "Registration Statement") to be filed with the Securities and
Exchange Commission (the "Commission"). The Registration Statement covers: (i)
315,200 shares of Common Stock that may be issued pursuant to awards granted
under the Company's 1997 Stock Incentive Plan (the "Incentive Plan"), (ii)
474,800 shares of Common Stock that may be issued pursuant to awards granted
under with the Company's 1997 Stock Option Plan (the "Option Plan"), (iii)
20,000 shares of Common Stock that may be issued in connection with the
Company's 1997 Employee Stock Purchase Plan (the "Stock Purchase Plan") and
(iv) 60,000 shares of Common Stock that may be issued pursuant to awards
granted under the Company's 1997 Outside Directors Stock Option Plan (the
"Outside Directors Plan"). The Incentive Plan, the Option Plan, the Stock
Purchase Plan and the Outside Directors Plan are collectively referred to as
the "Plans," and the shares of Common Stock to be issued in connection
therewith are collectively referred to as the "Shares."
In our capacity as special Maryland counsel, we have reviewed the
following:
(a) The Charter of the Company, as amended to date, certified by an officer
of the Company (the "Charter");
(b) A copy of the By-laws of the Company as in effect on the date hereof
(the "By-laws");
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(c) The Registration Statement;
(d) The Plans;
(f) A specimen certificate evidencing the Shares;
(g) Certified resolutions of the Board of Directors of the Company relating
to the filing of the Registration Statement and the Plans;
(h) A good standing certificate for the Company, of recent date, issued by
the Maryland State Department of Assessments and Taxation;
(i) An Officer's Certificate of the Company dated as of the date hereof as
to certain factual matters (the "Officer's Certificate"); and
(j) Such other documents as we have considered necessary to the rendering
of the opinions expressed below.
In such examination, we have assumed, without independent
investigation, the genuineness of all signatures, the legal capacity of all
individuals who have executed any of the aforesaid documents, the authenticity
of all documents submitted to us as originals, the conformity with originals of
all documents submitted to us as copies and that all public records reviewed
are accurate and complete. As to any facts material to this opinion which we
did not independently establish or verify, we have relied solely upon the
Officer's Certificate and have not independently verified the matters stated
therein.
We assume also that the issuance, sale and number of Shares to be
offered from time to time will be authorized and determined by proper action of
the Board of Directors of the Company in accordance with the parameters
described in the Registration Statement (each, a "Board Action") and in
accordance with the Charter and applicable Maryland law. We further assume that
prior to the issuance of any Shares there will exist under the Charter the
requisite number of authorized but unissued shares of Common Stock.
Based upon the foregoing and having regard for such legal
considerations as we deem relevant, we are of the opinion and so advise you
that the issuance of the Shares has been duly authorized, and, when issued,
delivered and paid for in accordance with the terms and conditions of the
Plans, such Shares will be validly issued, fully paid and non-assessable.
The opinions expressed above are limited to the laws of Maryland,
exclusive of the securities or "blue sky" laws of the State of Maryland. We
hereby consent to the filing of this opinion as Exhibit 5 to the Registration
Statement and to the reference to our firm in the Registration Statement.
Very truly yours,
PIPER & MARBURY L.L.P.
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Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
American residential Investment Trust, Inc.:
We consent to the use of our report dated October 20, 1997 incorporated herein
by reference.
/S/ KPMG PEAT MARWICK LLP
KPMG Peat Marwick LLP
Orange County, California
March 13, 1998
