<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 22, 1997
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________
INMC MORTGAGE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 95-3983415
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
155 NORTH LAKE AVENUE
PASADENA, CALIFORNIA 91101-1857
(Address of Principal Executive Offices) (Zip Code)
INDYMAC/INMC MORTGAGE HOLDINGS, INC. 401(k) PLAN
(Full Title of the Plan)
_______________________
MICHAEL W. PERRY
PRESIDENT AND CHIEF OPERATING OFFICER
INMC MORTGAGE HOLDINGS, INC.
155 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
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered offering price aggregate offering registration fee
per share price
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value..................... 500,000 shares $23.72 (1) $11,860,000 (1) $3,594 (2)
Interests in the Plan...... (3) N/A
======================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c), based on the average of the high and low sales
prices for the Common Stock as reported by the New York Stock Exchange on
September 17, 1997.
(2) In accordance with Rule 457(h), the filing fee is based on the maximum
number of the registrant's securities issuable under the Plan that are
covered by this Registration Statement. The filing fee has been paid by wire
transfer to the Securities and Exchange Commission's account at Mellon
Bank.
(3) Pursuant to Rule 416(c) under the Securities Act of 1933, this Registration
Statement also covers an indeterminable amount of interests to be offered or
sold pursuant to the Plan described herein.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3 of
Part II of this Registration Statement, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which INMC Mortgage Holdings, Inc., f/k/a CWM
Mortgage Holdings, Inc. (the "Company"), previously filed with the Securities
and Exchange Commission pursuant to Section 13 of the Securities Exchange Act of
1934, as amended, are hereby incorporated by reference into this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1996, as amended by Forms 10-KA (Amendment No. 1) and 10-KA (Amendment
No. 2);
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 1997 and June 30, 1997; and
(c) The description of the Company's common stock, $.01 par value 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 and the IndyMac/INMC Mortgage Holdings,
Inc. 401(k) Plan (the "Plan") pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange Act of 1934, as amended, subsequent to the date hereof
and prior to the termination of the offering of the securities registered
pursuant to this Registration Statement shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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<PAGE>
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
None.
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.
Section 145 of the General Corporation Law of the State of Delaware, as
amended, provides that under certain circumstances a corporation may indemnify
any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding whether civil,
criminal, administrative or investigative, by reason of the fact that he or she
is or was a director, officer, employee or agent of the Company or is or was
serving at its request in such capacity in another corporation or business
association, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if he or she acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the Company and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.
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.
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<PAGE>
ITEM 8. EXHIBITS
<TABLE>
<S> <C>
4(a) Certificate of Incorporation of the Company, as amended (incorporated
herein by reference to Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q for the quarter ended June 30, 1997)
4(b) By-Laws of the Company (incorporated herein by reference to Exhibit
3.2 to the Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997)
5(a) Opinion of Brown & Wood LLP re: legality
5(b) The Company hereby undertakes to submit the Plan to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes
required by the IRS in order to qualify the Plan.
23(a) Consent of Brown & Wood LLP (included as part of Exhibit 5(a))
23(b) Consent of Grant Thornton LLP
24 Power of Attorney (included on page 6)
</TABLE>
ITEM 9. UNDERTAKINGS
The undersigned registrants hereby undertake:
(a)(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 the registrants pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the Registration Statement;
(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 the registrants pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, that are incorporated by reference in the Registration
Statement;
(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.
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<PAGE>
(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.
That, for purposes of determining any liability under the Securities Act of
1933, each filing of the registrants' annual reports pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended, 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.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have 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 registrants of expenses incurred
or paid by a director, officer or controlling person of the registrants 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 registrants will, unless in the opinion of their counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by them is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<PAGE>
SIGNATURES
THE COMPANY. Pursuant to the requirements of the Securities Act of 1933, the
Company 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 22nd day of
September, 1997.
INMC MORTGAGE HOLDINGS, INC.
By: /s/ Michael W. Perry
--------------------------------------
Michael W. Perry
President and Chief Operating Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that 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, with full power 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 each Registration Statement
amended hereby, 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 or she might or could do in person hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them, or their
or his or her substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities
indicated on the 22nd day of September, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ David S. Loeb
_________________________
David S. Loeb Chairman of the Board of Directors;
Director
/s/ Angelo R. Mozilo
_________________________
Angelo R. Mozilo Vice Chairman of the Board of Directors
and Chief Executive Officer; Director
/s/ Michael W. Perry
_________________________
Michael W. Perry President and Chief Operating Officer
</TABLE>
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<PAGE>
<TABLE>
<S> <C>
/s/ James Gross Senior Vice President and
- --------------------------- Chief Financial Officer
James Gross
/s/ Lyle E. Gramley Director
- ---------------------------
Lyle E. Gramley
/s/ Thomas J. Kearns Director
- ---------------------------
Thomas J. Kearns
/s/ Frederick J. Napolitano Director
- ---------------------------
Frederick J. Napolitano
</TABLE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
IndyMac, Inc., as the administrator of the Plan, has duly caused this
Registration Statement to be signed on the Plan's behalf by the undersigned,
thereunto authorized, in the City of Pasadena, State of California, on the 22nd
day of September, 1997.
INDYMAC, INC.
By: /s/ Michael W. Perry
----------------------------------
Michael W. Perry
President and Chief Executive Officer
-7-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
4(a) Certificate of Incorporation of the
Company, as amended (incorporated herein
by reference to Exhibit 3.1 to the
Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1997)
4(b) By-Laws of the Company, as amended
(incorporated herein by reference to
Exhibit 3.2 to the Company's Quarterly
Report on Form 10-Q for the quarter ended
June 30, 1997)
5(a) Opinion of Brown & Wood LLP re: legality 9
23(a) Consent of Brown & Wood LLP (included as
part of Exhibit 5(a))
23(b) Consent of Grant Thornton LLP 10
24 Power of Attorney (included on page 6)
</TABLE>
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<PAGE>
EXHIBIT 5(a)
[LETTERHEAD OF BROWN & WOOD LLP]
September 19, 1997
INMC Mortgage Holdings, Inc.
155 North Lake Avenue
Pasadena, California 91101
Ladies and Gentlemen:
We have acted as counsel for INMC Mortgage Holdings, Inc., a Delaware
corporation, f/k/a CWM Mortgage Holdings, Inc. (the "Company"), in connection
with the proposed filing with the Securities and Exchange Commission expected to
be made on or about September 22, 1997 under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
for the purpose of registering 500,000 shares of Common Stock, par value $.01
per share (the "Common Stock"), of INMC Mortgage Holdings, Inc., together with
such indeterminable amount of interests ("Interests") in the IndyMac/INMC
Mortgage Holdings, Inc. 401(k) Plan (the "Plan") as may be purchased with
contributions under the Plan. In such capacity, we have examined the
Certificate of Incorporation and By-Laws of the Company, the Plan, and such
other documents of the Company as we have deemed necessary or appropriate for
the purposes of the opinion expressed herein.
Based upon the foregoing, we advise you that, in our opinion, (i) the shares
of Common Stock purchased with contributions under the Plan will be legally
issued, fully paid and nonassessable and (ii) the Interests, to the extent such
Interests vest to the benefit of the participants in the Plan, will have been
duly and validly authorized and will be valid Interests.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name wherever appearing in the Registration
Statement and any amendment thereto.
Very truly yours,
/s/ Brown & Wood LLP
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<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
---------------------------------------------------
We have issued our report dated February 21, 1997, accompanying the consolidated
financial statements and schedules included in the Annual Report of CWM Mortgage
Holdings, Inc. (now known as INMC Mortgage Holdings, Inc.) on Form 10K/A-
Amendment No. 2 for the year ended December 31, 1996. We consent to the
incorporation by reference of said report in this Registration Statement of INMC
Mortgage Holdings, Inc. on Form S-8.
/s/ GRANT THORTON LLP
Los Angeles, California
September 18, 1997
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