As filed with the Securities and Exchange Commission on May
29, 2002 Registration No. ______________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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REDWOOD TRUST, INC.
(Exact Name of registrant as specified in its charter)
MARYLAND 68-0329422
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
591 Redwood Highway, Suite 3100
Mill Valley, CA 94941
(415) 389-7373
(Address of Principal Executive offices)
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2002 Redwood Trust, Inc.
Employee Stock Purchase Plan
(Full title of the Plan)
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George E. Bull, III
Chairman of the Board and Chief Executive Officer
REDWOOD TRUST, INC.
591 Redwood Highway, Suite 3100
Mill Valley, CA 94941
(415) 389-7373
(Name, Address, including zip code, and telephone number, including area code,
of Agent for Service)
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PLEASE SEND COPIES OF COMMUNICATIONS TO:
Phillip R. Pollock, Esq.
Tobin & Tobin
500 Sansome Street, 8th Floor
San Francisco, California 94111
(415) 433-1400
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CALCULATION OF REGISTRATION FEE
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PROPOSED
PROPOSED MAXIMUM
TITLE OF MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE(1)
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Common Stock
par value $.01 100,000 $29.03 $2,903,000 $267.08
per share(2)
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(1) Calculated in accordance with Rule 457(c) and (h) based on the average
of the high and low prices reported for the Common Stock on the New York Stock
Exchange on May 21, 2002.
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan described
herein.
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information required by Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b) (1). Such documents need not be filed with the
Securities and Exchange Commission ("Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
There are incorporated herein by reference the following documents
heretofore filed by the Company with the Commission:
(a) Our Annual Report on Form 10-K, and amendments thereto on Form 10-K/A,
for the fiscal year ended December 31, 2001;
(b) Our Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2002; and,
(c) The description of our Common Stock included in our registration
statement on Form 8-A filed July 18, 1995 (Reg. No. 0-26434) and as amended
by Form 8-A/A filed August 4, 1995, under the Exchange Act.
All documents filed by the Company with the Commission pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the filing of a post-effective amendment indicating that
such Shares have been sold, or deregistering all of the Shares that, at the time
of such post-effective amendment, remain 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 (the "Incorporated Documents");
provided, however, the documents enumerated above or subsequently filed by the
Registrant under such Sections of the Exchange Act in each year during which the
offering made by the Registration Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents to be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
Any statement contained herein or in any document incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Prospectus 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
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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 2-418 of the Corporations and Associations Article of the
Annotated Code of Maryland provides that a Maryland corporation may indemnify
any director of the corporation and any person who, while a director of the
corporation, is or was serving at the request of the corporation as a director,
officer, partner, trustee, employee, or agent of another foreign or domestic
corporation, partnership, joint venture, trust, or other enterprise or employee
benefit plan, is made a party to any proceeding by reason of service in that
capacity unless it is established that 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 the director
actually received an improper personal benefit in money, property or services;
or, 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, but 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. Such indemnification may not be made
unless authorized for a specific proceeding after a determination has been made,
in the manner prescribed by the law, that indemnification is permissible in the
circumstances because the director has met the applicable standard of conduct.
On the other hand, the director must be indemnified for expenses if he has been
successful in the defense of the proceeding or as otherwise ordered by a court.
The law also prescribes the circumstances under which the corporation may
advance expenses to, or obtain insurance or similar protection for, directors.
The law also provides for comparable indemnification for corporate
officers and agents. The Registrant's Charter provides that its directors and
officers shall, and its agents in the discretion of the Board of Directors may,
be indemnified to the fullest extent required or permitted from time to time by
the laws of Maryland.
The Maryland General Corporation Law (the "Maryland GCL") 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) it is proved that the person actually
received an improper benefit or profit in money, property or services for the
amount of the benefit or profit in money, property or services actually
received, 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 and officers to the
Company or its stockholders for money damages to the maximum extent permitted by
Maryland law from time to time.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
3.3.3* Bylaws of the Registrant, dated January 24, 2002.
5.1 Opinion of Tobin & Tobin, a professional corporation, as to
legality (including consent of such firm)
8.1 Opinion of GnazzoThill, A Professional Corporation, as to
certain tax matters (including consent of such firm)
10.14.6 2002 Redwood Trust, Inc. Employee Stock Purchase Plan
23.1 Consent of Tobin & Tobin (included in Exhibit 5.1)
23.2 Consent of GnazzoThill, A Professional Corporation (included
in Exhibit 8.1)
23.3 Consent of PricewaterhouseCoopers LLP., independent
accountants.
24.1 Power of Attorney (included in signature page)
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* Incorporated by reference to the correspondingly numbered exhibit to the
current report on Form 10-K filed by the Registrant with the Securities and
Exchange Commission on April 1, 2002 (Commission file no. 1-13759).
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant 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;
(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 the 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 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) 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 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.
(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 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 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.
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, County of Marin, State
of California, on May 28, 2002.
REDWOOD TRUST, INC.
By: /s/ George E. Bull III
____________________________
George E. Bull III
Chairman of the Board and Chief
Executive Officer
We, the undersigned Directors and Officers of Redwood Trust, Inc., do
hereby constitute and appoint George E. Bull III, Douglas B. Hansen and Harold
F. Zagunis, and each of them individually, our true and lawful attorney[s] and
agent[s], to do any and all acts and things in our name and behalf in our
capacities as directors, officers and to execute any and all instruments for us
and in our names in the capacities indicated below, which said attorney[s] and
agent[s] may deem necessary or advisable to enable said corporation to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically, but without limitation, power
and authority to sign for us or any of us in our names and in the capacities
indicated below, any and all amendments (including post-effective amendments)
hereof; and we do hereby ratify and confirm all that the said attorneys and
agents shall 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:
SIGNATURE POSITION DATE
--------- -------- ----
/s/ George E. Bull III Chairman of the Board and May 28, 2002
------------------------ Chief Executive Officer and
George E. Bull III Director (principal executive
officer)
/s/ Douglas B. Hansen President and Director May 28, 2002
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Douglas B. Hansen
/s/ Harold F. Zagunis Chief Financial Officer, May 28, 2002
------------------------ Treasurer, Vice President,
Harold F. Zagunis Controller and Secretary
(principal financial officer
and principal accounting
officer)
/s/ Thomas C. Brown Director May 28, 2002
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Thomas C. Brown
/s/ Mariann Byerwalter Director May 28, 2002
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Mariann Byerwalter
/s/ Charles J. Toeniskoetter Director May 28, 2002
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Charles J. Toeniskoetter
/s/ Richard D. Baum Director May 28, 2002
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Richard D. Baum
/s/ David L. Tyler Director May 28, 2002
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David L. Tyler
The Plan. Pursuant to the requirements of the Securities Act of 1933, the
members of the registrant's compensation committee (which administers the Plan)
have duly caused this registration statement to be signed on behalf of the Plan
by the undersigned, thereunto duly authorized, in the City of Mill Valley,
County of Marin, State of California, on May 28, 2002.
2002 REDWOOD TRUST, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: Redwood Trust Compensation Committee
We, the undersigned members of the compensation committee of Redwood Trust,
Inc., do hereby constitute and appoint George E. Bull III, Douglas B. Hansen and
Harold F. Zagunis, and each of them individually, our true and lawful
attorney[s] and agent[s], to do any and all acts and things in our name and
behalf in our capacities as members of the compensation committee and to execute
any and all instruments for us and in our names in the capacities indicated
below, which said attorney[s] and agent[s] may deem necessary or advisable to
enable said corporation to comply with the Securities Act of 1933, as amended,
and any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with this Registration Statement, including
specifically, but without limitation, power and authority to sign for us or any
of us in our names and in the capacities indicated below, any and all amendments
(including post-effective amendments) hereof; and we do hereby ratify and
confirm all that the said attorneys and agents shall 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:
SIGNATURE POSITION DATE
--------- -------- ----
/s/ Thomas C. Brown Member of Compensation Committee May 28, 2002
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Thomas C. Brown
/s/ Mariann Byerwalter Member of Compensation Committee May 28, 2002
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Mariann Byerwalter
/s/ Richard D. Baum Member of Compensation Committee May 28, 2002
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Richard D. Baum
/s/ David L. Tyler Member of Compensation Committee May 28, 2002
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David L. Tyler
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF DOCUMENT PAGE NO.
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3.3.3* Bylaws of the Registrant, dated January 24, 2002
5.1 Opinion of Tobin & Tobin, a professional
corporation, as to legality (including consent of
such firm)
8.1 Opinion of GnazzoThill, A Professional Corporation,
as to certain tax matters (including consent of
such firm)
10.14.6 2002 Redwood Trust, Inc. Employee Stock Purchase Plan
23.1 Consent of Tobin & Tobin (included in Exhibit 5.1)
23.2 Consent of GnazzoThill, A Professional Corporation
(included in Exhibit 8.1)
23.3 Consent of PricewaterhouseCoopers LLP, independent
accountants
24.1 Power of Attorney (included in signature page)
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* Incorporated by reference to the correspondingly numbered exhibit to the
current report on Form 10-K filed by the Registrant with the Securities and
Exchange Commission on April 1, 2002 (Commission file no. 1-13759).