As filed with the Securities and Exchange Commission on August 9, 2018
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REDWOOD TRUST, INC.
(Exact name of Registrant as specified in its charter)
|
Maryland (State or other jurisdiction of incorporation or organization) |
68-0329422 (I.R.S. Employer Identification No.) |
One Belvedere Place
Suite 300
Mill Valley, CA 94941
(Address of principal executive offices) (Zip code)
Redwood Trust, Inc. Amended and Restated 2014 Incentive Award Plan
(Full title of the plan)
| Christopher J. Abate Chief Executive Officer Redwood Trust, Inc. One Belvedere Place, Suite 300 Mill Valley, CA 94941 (415) 389-7373 |
Copies to: William J. Cernius Latham & Watkins LLP 650 Town Center Drive, 20th Floor Costa Mesa, CA 92626 (714) 540-1235 |
(Name and address, including zip code, and telephone
number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| x Large accelerated filer | ¨ Accelerated filer | ¨ Non-accelerated filer | ¨ Smaller reporting company |
| ¨ Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
| Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price (2) | Amount of registration fee | ||||||||||
| Common Stock, par value $0.01 per share | 4,000,000 Shares | $ | 16.22 | $ | 64,880,000 | $ | 8,077.56 | |||||||
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, this registration statement shall also automatically cover any additional shares of common stock of Redwood Trust, Inc. (“Common Stock”) which become issuable under the Redwood Trust, Inc. Amended and Restated 2014 Incentive Award Plan (as amended, the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of outstanding shares of the Registrant’s Common Stock. |
| (2) | This estimate is made pursuant to Rule 457(c) solely for purposes of calculating the registration fee pursuant to Rule 457(h), and is based on a price of $16.22, which represents the average of the high and low prices per share of Common Stock as reported on the New York Stock Exchange on August 7, 2018. |
Explanatory Note
By registration statement on Form S-8 (File No. 333-196247) filed with the Securities and Exchange Commission (the “Commission”), Redwood Trust, Inc., a Maryland corporation (the “Company”), previously registered an aggregate of 2,383,956 shares of its common stock, par value $0.01 per share (the “Common Stock”), reserved for issuance from time to time in connection with the Redwood Trust, Inc. Amended and Restated 2014 Incentive Award Plan (as amended, the “Plan”). Under this registration statement, the Company is registering an additional 4,000,000 shares of Common Stock reserved for issuance from time to time in connection with the Plan.
Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statement is incorporated into this registration statement by reference to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference.
The Commission allows us to incorporate by reference the information we file with it, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is an important part of this registration statement, and information that we file later with the Commission will automatically update and supersede this information. We incorporate by reference the following documents we have filed, or may file, with the Commission:
| (1) | Our Annual Report on Form 10-K for the year ended December 31, 2017, filed on February 28, 2018; |
| (2) | Our Proxy Statement for our 2018 Annual Meeting of Stockholders pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), filed on March 28, 2018 (solely to the extent specifically incorporated by reference into our Annual Report on 10-K for the year ended December 31, 2017); |
| (3) | Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2018 and June 30, 2018, filed on May 8, 2018 and August 8, 2018, respectively; |
| (4) | Our Current Reports on Form 8-K filed on January 25, 2018, May 23, 2018, June 20, 2018, June 25, 2018, July 23, 2018, and July 26, 2018; |
| (5) | The description of our common stock contained in our registration statement on Form 8-A filed on January 7, 1998; and |
| (6) | All documents we file pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities covered hereby then remaining unsold, are deemed to be incorporated by reference in this registration statement and are a part hereof from the date of filing of such documents. |
Any information that we later file with the Commission will automatically update and supersede the information and statements contained in a document incorporated or deemed to be incorporated by reference herein. Any such information or statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute part of this registration statement. Under no circumstances will any information “furnished” to the Commission pursuant to applicable rules and regulations be deemed incorporated herein by reference unless such information expressly provides to the contrary.
Item 8. Exhibits.
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 Mill Valley, State of California, on August 9, 2018.
| REDWOOD TRUST, INC. | ||
| By: | /s/ CHRISTOPHER J. ABATE | |
| Name: Christopher J. Abate | ||
| Title: Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENT, that each person whose signature appears below constitutes and appoints Christopher J. Abate and Andrew P. Stone and each or either of them, his or her true and lawful attorney-in-fact and agent, 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 or any abbreviated registration statement and any amendments thereto filed pursuant to Rule 462(b) increasing the number of securities for which registration is sought) 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, 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 connection therewith, 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 substitutes or substitute, may lawfully do or cause to be done by 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 dates indicated:
| /s/ CHRISTOPHER J. ABATE | Director and Chief Executive Officer | August 9, 2018 | ||
| Christopher J. Abate | (Principal Executive Officer) | |||
| /s/ COLLIN COCHRANE | Chief Financial Officer | August 9, 2018 | ||
| Collin Cochrane | (Principal Financial Officer) | |||
| /s/ LOLA BONDAR | Controller | August 9, 2018 | ||
| Lola Bondar | (Principal Accounting Officer) | |||
| /s/ RICHARD D. BAUM | Director, Chairman of the Board | August 9, 2018 | ||
| Richard D. Baum | ||||
| /s/ MARIANN BYERWALTER | Director | August 9, 2018 | ||
| Mariann Byerwalter | ||||
| /s/ DOUGLAS B. HANSEN | Director | August 9, 2018 | ||
| Douglas B. Hansen | ||||
| /s/ DEBORA D. HORVATH | Director | August 9, 2018 | ||
| Debora D. Horvath | ||||
| /s/ GREG H. KUBICEK | Director | August 9, 2018 | ||
| Greg H. Kubicek | ||||
| /s/ KAREN R. PALLOTTA | Director | August 9, 2018 | ||
| Karen R. Pallotta | ||||
| /s/ JEFFREY T. PERO | Director | August 9, 2018 | ||
| Jeffrey T. Pero | ||||
| /s/ GEORGANNE C. PROCTOR | Director | August 9, 2018 | ||
| Georganne C. Proctor |