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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1994
Registration No. 33- _________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
Registration Statement
under
The Securities Act of 1933
----------------------------
CWM MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<CAPTION>
<S> <C>
Delaware 95-3983415
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
35 North Lake Avenue, 91101
Pasadena, CA
(Address of Principal Executive Offices) (Zip Code)
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CWM MORTGAGE HOLDINGS, INC.
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
Richard H. Wohl
General Counsel
35 North Lake Avenue
Pasadena, California 91101
(Name and address of agent for service)
(800) 669-2300
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO BE AMOUNT TO BE REGISTERED PROPOSED MAXIMUM
REGISTERED OFFERING PRICE PER UNIT
- -------------------------------------------------------------------------------
<S> <C> <C>
Common Stock, 1,600,000 /(1)/ $8.75 /(2)/
$.01 par value
- -------------------------------------------------------------------------------
PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION FEE
OFFERING PRICE
- -------------------------------------------------------------------------------
$14,000,000 /(2)/ $4,827.59
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(1) This Registration Statement covers, in addition to the number of shares of
Common Stock stated above, options and other rights to purchase or acquire the
shares of Common Stock covered by the Prospectus and, pursuant to Rule 416, an
additional indeterminate number of shares which may become subject to the Plan
by reason of certain events specified in the Plan.
(2) In accordance with Regulation 457(c), the offering price has been calculated
on the basis of the average of the high and low prices for the Common Stock as
reported by the New York Stock Exchange on October 25, 1994.
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PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which CWM Mortgage Holdings, Inc. (the
"Company") previously filed with the Securities and Exchange Commission
(the "Commission") are hereby incorporated by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1994 and June 30, 1994.
(c) The description of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), contained in its Registration
Statement on Form 8-B dated April 10, 1987, and any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of this registration statement and prior to the
termination of the offering of the Company's Common Stock pursuant to
the Company's 1994 Stock Incentive Plan shall be deemed to be
incorporated by reference into this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES
The description of the Company's Common Stock incorporated by reference
in Item 3(c) above is hereby updated to reflect that the Certificate of
Incorporation now authorizes the issuance of 60 million shares and the
transfer agent for the Common Stock is Chemical Trust Company of
California.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation eliminates personal
liability of directors to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director, except for: (i) any
breach of the duty of loyalty to the Company or its shareholders; (ii)
acts or omissions not in good faith or which involve intentional
misconduct or knowing violations of law; (iii) liability under Section
174 of the Delaware General Corporation Law relating to certain
unlawful dividends and stock repurchases; or (iv) any transaction from
which the director derived an improper personal benefit. The
Certificate also provides that the Company shall indemnify and advance
expenses to each director, officer, employee and agent to the fullest
extent permitted by the Delaware General Corporation Law.
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As permitted by Section 145 of the General Corporation Law of Delaware,
the Company's Bylaws provide for indemnification of directors,
officers, employees and agents of the Company to the fullest extent
authorized by Delaware law against expenses (including attorney's fees)
and other amounts paid in settlement actually and reasonably incurred
by them in connection with any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or
investigative, in which any such person was or is a party or is
threatened to be made a party. The right to indemnification includes
the right to be paid the expenses incurred in defending or
investigating a threatened or pending action, suit or proceeding in
advance of the final disposition of such action, suit or proceeding;
provided that, if required by Delaware law, payment of expenses in
advance to an officer or director shall be conditioned upon receipt by
the Company of an undertaking by or on behalf of such director or
officer to repay such amount if it is ultimately determined that he is
not entitled to indemnification. The advancement of expenses, as well
as indemnification, pursuant to the Company's Bylaws is not exclusive
of any other rights which those seeking indemnification or advancement
of expenses from the Company may have. The Company also maintains an
insurance policy pursuant to which its directors and officers are
insured against certain liabilities which might arise out of their
relationship with the Company as directors and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
5. Opinion of Richard H. Wohl, General Counsel of the Company,
as to the legality of the Common Stock being registered.
23.1 Consent of Grant Thornton.
23.2 Consent of Richard H. Wohl (included in Opinion filed as
Exhibit 5).
24. Power of Attorney (included in this Registration Statement
under "Signatures").
ITEM 9. UNDERTAKINGS
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, unless the information required to
be included in such post-effective amendment is contained in
periodic reports filed by registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement;
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(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,
unless the information required to be included in such post-
effective amendment is contained in periodic reports filed by
registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by
reference 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.
(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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing
of 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.
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 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.
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SIGNATURES
The Registrant. 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 Pasadena, State of California, on the 28th day
of October, 1994.
CWM Mortgage Holdings, Inc.
By: /s/ David S. Loeb
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David S. Loeb
Chairman and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Michael
W. Perry and Richard H. Wohl his or her true and lawful attorneys-in-fact and
agents, each acting alone, with full powers of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, 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, each acting alone,
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 or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, each acting alone, or
his substitute or substitutes, may lawfully do or cause to be done in 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.
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Signatures Title Date
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<S> <C> <C>
/s/ David S. Loeb Chairman of the October 28, 1994
- ------------------------------ Board of Directors
David S. Loeb and Chief Executive Officer
/s/ Angelo R. Mozilo Vice Chairman of the October 28, 1994
- ------------------------------ Board of Directors
Angelo R. Mozilo and President
/s/ Michael W. Perry Executive Vice October 28, 1994
- ------------------------------ President (Principal
Michael W. Perry Financial Officer)
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4
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<S> <C> <C>
/s/ Carmella L. Grahn First Vice President October 28, 1994
- ------------------------------ (Principal Accounting
Carmella L. Grahn Officer)
/s/ Lyle E. Gramley Director October 28, 1994
- ------------------------------
Lyle E. Gramley
/s/ Thomas J. Kearns Director October 28, 1994
- ------------------------------
Thomas J. Kearns
/s/ Frederick J. Napolitano Director October 28, 1994
- ------------------------------
Frederick J. Napolitano
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5
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October 31, 1994
CWM Mortgage Holdings, Inc.
35 North Lake Avenue
Pasadena, California 91101
Ladies and Gentlemen:
I have acted as counsel to CWM Mortgage Holdings, Inc. (the "Company") in
connection with the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, relating to the
offer of up to 1,600,000 shares of common stock (the "Common Stock") of the
Company, par value $.01, to be issued under the terms and conditions of options
granted under the Company's 1994 Stock Incentive Plan (the "1994 Plan").
In connection with rendering this opinion I have examined originals, or copies
identified to my satisfaction as being true copies of originals of such
documents as I have deemed appropriate. In such examination, I have assumed
that all signatures on original documents were genuine and that all documents
were duly executed and delivered, where due execution and delivery are requisite
to the effectiveness thereof. I have also assumed that the Common Stock will be
issued for proper and sufficient consideration, in accordance with the terms of
the 1994 Plan, and that the certificates representing the Common Stock will be
properly issued.
On the basis of the foregoing examination and assumptions, and in reliance
thereon, and upon consideration of applicable law, I am of the opinion that the
Common Stock covered by the Registration Statement, when issued and paid for in
accordance with the 1994 Plan, will be legally issued, fully paid and
non-assessable.
I hereby consent to the inclusion of this opinion as an exhibit in the
Registration Statement. This opinion may not be used or relied upon by any
other person or for any other purpose without my prior written consent.
Very truly yours,
/s/ Richard H. Wohl
- ---------------------
Richard H. Wohl
General Counsel
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EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
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We have issued our report dated February 28, 1994, accompanying the consolidated
financial statements and schedules of CWM Mortgage Holdings, Inc. (formerly
Countrywide Mortgage Investments, Inc.) and Subsidiaries appearing in the Annual
Report on Form 10-K for the year ended December 31, 1993, which are incorporated
by reference in this Registration Statement. We consent to the incorporation by
reference in the Registration Statement of the aforementioned report.
/s/ GRANT THORNTON
Los Angeles, California
October 31, 1994
