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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1995
Registration No. 33-
______________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RYMAC MORTGAGE INVESTMENT CORPORATION
(Exact name of registrant as specified in its charter)
Maryland 25-1577534
(State or other jurisdiction of(I.R.S. Employer Identification No.)
incorporation or organization)
100 North Fourth Street, Suite 813
Steubenville, Ohio 43952
(Address of principal executive offices, including zip code)
RYMAC MORTGAGE INVESTMENT CORPORATION STOCK OPTION PLAN
(Full title of the plan)
_______________________
Richard R. Conte
100 North Fourth Street, Suite 813
Steubenville, Ohio 43952
(Name and Address of agent for service)
(800) 666-6960
(Telephone number, including area code, of agent for service)
_____________________
CALCULATION OF REGISTRATION FEE
Proposed
Proposed maximum
maximum aggregate Amount of
Title of Securities Amount to be offering price offering registration
to be registered registered(1) per share(2) price(2) fee
Common Stock 260,000 shares 240,000 shares @ $0.75 $201,250 $69.40
($0.01 par value) 20,000 shares @ $1.0625
(1)There are also registered hereby such indeterminate number of shares of Common Stock
as may become issuable by reason of the anti-dilution provisions of the plan. No
additional registration fee is included for these shares.
(2)For the purpose of determining the registration fee pursuant to Rule 457(h): 1)
calculated for 240,000 shares at $0.75 per share as awarded on September 29, 1994,
and 2) estimated for 20,000 shares on the basis of the average of the high and low
prices of RYMAC Mortgage Investment Corporation Common Stock par value $0.01 per
share, reported on the American Stock Exchange on March 31, 1995.
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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. Capitalized terms used but not
defined herein shall have the same meanings given them in the RYMAC
Mortgage Investment Corporation Stock Option Plan (the "Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Annual Report of RYMAC Mortgage Investment Corporation
(the "Company") on Form 10-K for the year ended December 31, 1994
is hereby incorporated by reference into this Registration
Statement.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act 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 required.
ITEM 5. INTERESTS OF EXPERTS AND COUNSEL.
[None.]
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII, Section 2 of the Amended and Restated Articles
of Incorporation of the Company provides that the Company shall
indemnify its directors, officers, employees and agents to the
fullest extent permitted and except as prohibited by the General
Corporation Law of the State of Maryland (the "General Corporation
Law") as the same exists or may hereafter be amended, under the
procedures provided by such law.
Subsection (b) of Section 2-418 of the Corporation and
Associations Article of the Annotated Code of Maryland provides
that a corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is
established that (i) the act or omission of the director was
material to the matter giving rise to the proceeding and was
committed in bad faith or was the result of active and deliberate
dishonesty; or (ii) the director actually received an improper
personal benefit in money, property, or services; or (iii) in the
case of any criminal proceeding, the director had reasonable cause
to believe that the act or omission was unlawful.
Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the
director in connection with the proceeding. However, if the
proceeding was one by or in the right of the corporation,
indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to be liable to the
corporation.
The termination of any proceeding by judgment, order, or
settlement does not create a presumption that the director did not
meet the requisite standard of conduct set forth in this
subsection. The termination of any proceeding by conviction, or a
plea of nolo contendere or its equivalent, or an entry or an order
of probation prior to judgment, creates a rebuttable presumption
that the director did not meet that standard of conduct.
Subsection (c) of Section 2-418 of the Corporation and
Associations Article of the Annotated Code of Maryland provides
that a director may not be indemnified under subsection (b) of such
Section in respect of any proceeding charging improper personal
benefit to the director, whether or not involving action in the
director's official capacity, in which the director was adjudged to
be liable on the basis that personal benefit was improperly
received.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
Exhibit No. Description
4.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to
Amendment No. 1 to the Company's Registration Statement
No. 33-22891 on Form S-11).
4.2 Articles of Amendment to Amended and Restated Articles of
Incorporation of the Company (incorporated by reference
to Exhibit 3.1.1 to the Company's Form 10-K for the year
ended December 31, 1990).
4.3 Amended and Restated By-laws of the Company (incorporated
by reference to Exhibit 3.2. to Amendment No. 1 to the
Company's Registration Statement No. 33-22891 on Form S-
11).
4.4 Amendment to By-laws of the Company (incorporated by
reference to Exhibit 3.2.1 to Amendment No. 2 to the
Company's Registration Statement No. 33-22891 on Form S-
11).
5 Opinion of Brown & Wood re: legality
23.1 Consent of Kenneth Leventhal & Company
23.2 Consent of Brown & Wood (included as part of Exhibit 5)
ITEM 9. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(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;
(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;
(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)(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 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference 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
the 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) 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 that is incorporated by reference in this
registration statement shall deemed to be a new registration
statement relating to the securities offered herein, and the
offering of such securities at the time shall be deemed to be the
initial bona fide offering thereof.
(c) 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
provisions referred to in Item 6 of this registration statement, 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
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 Steubenville on the 5th day of April, 1995.
RYMAC MORTGAGE INVESTMENT CORPORATION
By: /s/ Richard R. Conte
Richard R. Conte
Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard Conte his
true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him and in his 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 attorney-in-fact and agent 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 might or could do in person hereby
ratifying and confirming all that said attorney-in-fact and agent,
or his substitute, 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 5th day of April, 1995.
Name Title Date
/s/ Richard R. Conte Chairman of the
Richard R. Conte Board of Directors,
Chief Executive
Officer and Principal
Financial Officer April 5, 1995
/s/ Ronald L. Temple Director April 5, 1995
Ronald L. Temple
/s/ Edward S. Babbitt, Jr. Director April 5, 1995
Edward S. Babbitt, Jr.
/s/ Joseph P. Berghold Director April 5, 1995
Joseph P. Berghold
/s/ Spencer B. Burke Director April 5, 1995
Spencer B. Burke
/s/ James C. Chaplin, IV Director April 5, 1995
James C. Chaplin, IV
/s/ Malcolm M. Prine Director April 5, 1995
Malcolm M. Prine
/s/ Hay Walker, IV Director April 5, 1995
Hay Walker, IV
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EXHIBIT INDEX
Exhibit No. Description
4.1 Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to
Amendment No. 1 to the Company's Registration Statement
No. 33-22891 on Form S-11).
4.2 Articles of Amendment to Amended and Restated Articles of
Incorporation of the Company (incorporated by reference
to Exhibit 3.1.1 to the Company's Form 10-K for the year
ended December 31, 1990).
4.3 Amended and Restated By-laws of the Company (incorporated
by reference to Exhibit 3.2. to Amendment No. 1 to the
Company's Registration Statement No. 33-22891 on Form S-
11).
4.4 Amendment to By-laws of the Company (incorporated by
reference to Exhibit 3.2.1 to Amendment No. 2 to the
Company's Registration Statement No. 33-22891 on Form S-
11).
5 Opinion of Brown & Wood re: legality
23.1 Consent of Kenneth Leventhal & Company
23.2 Consent of Brown & Wood (included as part of Exhibit 5)
<PAGE> EXHIBIT 5
LETTERHEAD OF BROWN & WOOD
April 5, 1995
RYMAC Mortgage Investment
Corporation
100 North Fourth Street, Suite 813
Steubenville, Ohio 43952
Gentlemen:
We have acted as special counsel to RYMAC Mortgage Investment
Corporation, a Maryland corporation (the "Company"), in connection
with the proposed issuance by the Company of an aggregate of
260,000 shares of Common Stock, par value $0.01 per share (the
"Shares"), pursuant to the RYMAC Mortgage Investment Corporation
Stock Option Plan (the "Plan").
This opinion is delivered in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Securities Act").
In connection with this opinion, we have examined and are
familiar with originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration Statement
on Form S-8, relating to the Shares, to be filed with the
Securities and Exchange Commission (the "Commission") under the
Securities Act (together with all exhibits thereto, the
"Registration Statement"), (ii) the Restated Certificate of
Incorporation of the Company as currently in effect, (iii) the By-
laws of the Company as currently in effect, (iv) specimens of the
certificates to be used to represent the Shares and (v) resolutions
of the Board of Directors of the Company relating to the filing of
the Registration Statement. We have also examined originals or
copies, certified or otherwise identified to our satisfaction, of
such records of the Company and such agreements, certificates of
public officials, certificates of officers or representatives of
the Company and others, and such other documents, certificates and
records, as we have deemed necessary or appropriate as a basis for
the opinions set forth herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuiness 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
latter documents. As to any facts material to the opinions
expressed herein that were not independently established or
verified, we have relied upon oral or written statements and
representations of officers and other representatives of the
Company and others.
Based upon and subject to the foregoing, we are of the opinion
that the Shares have been duly authorized and, when issued and
delivered in accordance with the terms and conditions of the Plan
and against payment therefor, the Shares will be validly issued,
fully paid and nonassessable.
We do not purport to be expert on, and we are not expressing
an opinion with respect to, laws other than the laws of the United
States and the State of New York and the General Corporation Law of
the State of Delaware.
We hereby consent to the filing of this opinion with the
Commission as Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Brown & Wood
BROWN & WOOD
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of RYMAC Mortgage Investment Corporation (the "Company")
on Form S-8 of the report of Kenneth Leventhal & Company dated
March 3, 1995 appearing in the Annual Report on Form 10-K of the
Company for the year ended December 31, 1994.
/s/ KENNETH LEVENTHAL & COMPANY
New York, New York
April 5, 1995
