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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Amendment No. 1 to
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Apex Mortgage Capital, Inc.
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(Exact name of registrant as specified in its charter)
Maryland 95-4650863
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(State of Incorporation or Organization) (I.R.S. Employer
Identification Number)
865 South Figueroa Street, Los Angeles, California 90017
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(Address of Principal Executive Offices) (Zip Code)
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [_]
Securities Act registration statement file number to which this form relates: Not applicable
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(if applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights American Stock Exchange
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Securities to be registered pursuant to Section 12(g) of the Act:
none
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(Title of Class)
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EXPLANATORY NOTE
This amendment is filed to update the disclosure made on Form 8-A fled
with the Securities and Exchange Commission (the "SEC") on July 27, 1999 to
reflect the terms of a recent amendment to the Shareholder Rights Agreement,
dated as of July 19, 1999, by and between the Company and The Bank of New York,
as Rights Agent which agreement defines the terms of the class of securities
registered thereby and hereby.
Item 1. Description of the Registrant's Securities to be Registered.
A description of the Preferred Stock Purchase Rights of Apex Mortgage
Capital, Inc. (the "Company") is contained in (i) a Current Report on Form 8-K,
dated June 30, 1999 and filed with the SEC on July 27, 1999, and (ii) a
subsequent Current Report on Form 8-K, dated July 12, 2003 and filed with the
SEC on July 15, 2003, and such descriptions are incorporated herein by
reference.
Item 2. Exhibits.
Exhibit No. Description
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1 Shareholder Rights Agreement dated as of July 19, 1999,
by and between the Company and The Bank of New York, as
Rights Agent (including as Exhibit A the form of Articles
Supplementary relating to the underlying Series A Junior
Participating Preferred Stock; as Exhibit B the form of
Rights Certificate; and as Exhibit C the Summary of
Rights) (previously filed as Exhibit 4.1 to the Company's
Current Report on Form 8-K, dated June 30, 1999 and filed
July 27, 1999 and incorporated herein by reference).
2 First Amendment to Shareholder Rights Agreement dated as
of July 15, 2003, by and between the Company and The Bank
of New York, as Rights Agent (including as Exhibit A the
form of Articles Supplementary relating to the underlying
Series A Junior Participating Preferred Stock; as Exhibit
B the form of Rights Certificate; and as Exhibit C the
Summary of Rights) (previously filed as Exhibit 4.1 to
the Company's Current Report on Form 8-K, dated July 12,
2003 and filed on July 15, 2003 and incorporated herein
by reference).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
APEX MORTGAGE CAPITAL, INC.
(Registrant)
Date: July 15, 2003 By: /s/ Philip A. Barach
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Philip A. Barach
President and Chief Executive Officer
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