As filed with the Securities and Exchange Commission on November 21, 2012
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 2 to
FORM 10
GENERAL FORM FOR REGISTRATION OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g)
OF THE SECURITIES EXCHANGE ACT OF 1934
ALTISOURCE ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
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United States Virgin Islands |
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66-0783125 |
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. employer identification number) |
402 Strand St.
Frederiksted, United States Virgin Islands 00840-3531
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(340) 692-1055
Securities to be registered pursuant to Section 12(g) of the Act:
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Title of each class |
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Name of each exchange on which each class is to be |
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Common Stock, $0.01 par value per share |
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[ ] |
Securities to be registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-
accelerated filer, or a smaller reporting company. See the definition of “large accelerated filer,”
“accelerated filer,” “non-accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o |
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Smaller reporting company x |
ALTISOURCE ASSET MANAGEMENT CORPORATION
Cross-Reference Sheet Between the Information Statement and Item of Form 10
Our information statement may be found as Exhibit 99.1 to this Form 10. For your convenience, we have provided below a cross-reference sheet identifying where the items required by Form 10 can be found in the information statement.
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Item No. |
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Caption |
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Location in Information Statement | |
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1 |
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Business |
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See “Summary,” “Forward-Looking Statements,” “The Separation,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” |
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1 |
A. |
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Risk Factors |
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See “Risk Factors” and “Forward-Looking Statements” |
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2 |
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Financial Information |
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See “Summary,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” |
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3 |
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Properties |
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See “Business—Properties and Facilities” |
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4 |
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Security Ownership of Certain Beneficial Owners and Management |
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See “Security Ownership of Certain Beneficial Owners and Management” |
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5 |
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Directors and Executive Officers |
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See “Management” |
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6 |
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Executive Compensation |
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See “Management” |
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7 |
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Certain Relationships and Related Transactions, and Director Independence |
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See “Summary,” “Risk Factors,” “Relationship Between Altisource and Us Following the Separation,” “Management” and “Certain Relationships and Related Party Transactions” |
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8 |
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Legal Proceedings |
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See “Business—Legal Proceedings” |
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9 |
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Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters |
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See “The Separation,” “Description of Capital Stock” and “Security Ownership of Certain Beneficial Owners” |
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10 |
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Recent Sales of Unregistered Securities |
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None |
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11 |
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Description of Registrant’s Securities to be Registered |
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See “Description of Capital Stock” and “Certain Provisions of our Articles of Incorporation and Bylaws” |
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12 |
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Indemnification of Directors and Officers |
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See “Indemnification of Directors and Officers” |
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13 |
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Financial Statements and Supplementary Data |
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See “Summary,” and “Index to Financial Statements” and the financial statements referenced therein |
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14 |
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
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None |
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15 |
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Financial Statements and Exhibits |
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See “Index to Financial Statements” and the financial statements referenced therein |
(a) List of Financial Statements and Schedules.
The following financial statements are included in the information statement and filed as part of this registration statement on Form 10:
(1) Financial Statements of Altisource Asset Management Corporation including Report of Independent Registered Certified Public Accounting Firm.
(b) Exhibits. The following documents are filed as exhibits hereto.
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Exhibit |
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Exhibit Description |
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2.1* |
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Form of Separation Agreement between Altisource Asset Management Corporation and Altisource Portfolio Solutions S.A. |
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3.1^ |
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Articles of Incorporation of Altisource Asset Management Corporation. |
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3.2^ |
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Certificate of Amendment (Articles of Incorporation) of Altisource Asset Management Corporation. |
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3.3^ |
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Second Certificate of Amendment (Articles of Incorporation) of Altisource Asset Management Corporation. |
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3.4^ |
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First Amended and Restated Bylaws of Altisource Asset Management Corporation. |
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10.1* |
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Form of Support Services Agreement between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. |
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10.2* |
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Form of Tax Matters Agreement between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. |
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10.3* |
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Form of Asset Management Agreement between Altisource Asset Management Corporation and Altisource Residential Corporation. |
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10.4* |
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Form of Trademark License Agreement between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. |
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10.5* |
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Form of Asset Management Agreement between Altisource Asset Management Corporation and NewSource Reinsurance Company Ltd. |
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10.6* |
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Form of Shareholders’ Agreement among Altisource Asset Management Corporation, Altisource Residential Corporation and NewSource Reinsurance Company Ltd. |
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10.7* |
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Form of Title Services Agreement between NewSource Reinsurance Company Ltd. and Altisource Solutions S.à r.l. |
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10.8* |
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Form of Management Agreement between NewSource Reinsurance Company Ltd. and Marsh IAS Management Services (Bermuda) Ltd. |
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10.9* |
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Form of Technology Products and Services Agreement between Altisource Asset Management Corporation and Altisource Solutions S.à r.l. |
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10.10^ |
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Altisource Asset Management Corporation 2012 Equity Incentive Plan. |
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10.11^ |
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Altisource Asset Management Corporation 2012 Special Equity Incentive Plan. |
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10.12^ |
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Altisource Asset Management Corporation Conversion Option Plan. |
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10.13^ |
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Altisource Asset Management Corporation Special Conversion Option Plan. |
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99.1* |
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Preliminary Information Statement of Altisource Asset Management Corporation, subject to completion, dated [ ], 2012. |
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement on Form 10 to be signed on its behalf by the undersigned, thereunto duly authorized.
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Altisource Asset Management Corporation | |
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By: |
/s/ William C. Erbey |
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Name: |
William C. Erbey |
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Title: |
Chairman |
Dated: November 21, 2012