S-11/A: Registration statement for securities to be issued by real estate companies
Published on November 13, 2007
As filed with the Securities and Exchange Commission on November 13, 2007
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Registration Statement No. 333-145525 |
Washington, D.C. 20549
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AMENDMENT NO. 3 |
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TO |
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FORM S-11 |
FOR REGISTRATION UNDER THE SECURITIES ACT OF
1933
OF CERTAIN REAL ESTATE COMPANIES
CHIMERA
INVESTMENT CORPORATION
(Exact Name of
Registrant as Specified in its Governing Instruments)
1211
Avenue of the Americas, Suite 2902
New York, New York 10036
(212) 696-0100
(Address,
including Zip Code, and Telephone Number, including Area Code, of Registrants
Principal Executive Offices)
Executive Vice President and General Counsel
Fixed Income Discount Advisory Company
1211 Avenue of the Americas, Suite 2902
New York, New York 10036
(212) 696-0100
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
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Phillip J. Kardis, II, Esq. |
Valerie Ford Jacob, Esq. |
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Kirkpatrick & Lockhart Preston Gates Ellis LLP |
Paul D. Tropp, Esq. |
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1601 K Street, N.W. |
Fried, Frank, Harris, Shriver & Jacobson LLP |
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Washington, DC 20006 |
One New York Plaza |
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(202) 778-9401 |
New York, NY 10004 |
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(212) 859-8000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 31. Other Expenses of Issuance and Distribution.
The following table shows the fees and expenses, other than underwriting discounts and commissions, to be paid by us in connection with the sale and distribution of the securities being registered hereby. All amounts except the SEC registration fee are estimated.
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Securities and Exchange Commission registration fee |
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$ |
17,653 |
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Financial Industry Regulatory Authority filing fee |
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$ |
58,000 |
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New York Stock Exchange listing fee |
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$ |
197,500 |
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Legal fees and expenses (including Blue Sky fees) |
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$ |
617,500 |
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Accounting fees and expenses |
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$ |
50,000 |
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Printing and engraving expenses |
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$ |
30,000 |
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Transfer agent fees and expenses |
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$ |
10,000 |
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Miscellaneous |
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$ |
19,347 |
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Total |
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$ |
1,000,000 |
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None.
Item 33. Recent Sales of Unregistered Securities.
Annaly, an affiliate of our Manager, has purchased 1,000 shares of our common stock for a purchase price of $1,000 in a private offering. Such issuance was exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof.
Item 34. Indemnification of Directors and Officers.
Section 2-418 of the Corporations and Associations Article of the Annotated Code of Maryland (or Maryland General Corporation Law or MGCL) provides that a Maryland corporation may indemnify any director or officer of a corporation who is made a party to any proceeding because of service in that capacity unless it is established that the act or omission of the director or officer 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 person actually received an improper personal benefit in money, property or services; or, in the case of any criminal proceeding, the person 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 or officer 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 or officer 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 or officer has met the applicable standard of conduct. On the other hand, unless limited by the corporations charter, the director or officer 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 and officers.
Our charter provides that our directors, officers, employees, and agents, in the discretion of our 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 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
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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 persons action, or failure to act, was the result of active and deliberate dishonesty or committed in bad faith and was material to the cause of action adjudicated in the proceeding. Our charter contains a provision providing for elimination of the liability of our directors and officers to us or our stockholders for money damages to the maximum extent permitted by Maryland law.
We maintain policies of insurance under which our directors and officers are insured, within the limits and subject to the limitations of the policies, against expenses in connection with the defense of actions, suits or proceedings resulting from such director or officer being or having been a director or officer, and certain liabilities which might be imposed as a result of these actions, suits or proceedings.
Item 35. Treatment of Proceeds from Stock Being Registered.
None of the proceeds will be credited to an account other than the appropriate capital share account.
Item 36. Financial Statements and Exhibits.
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(a) |
Financial Statements. See page F-1 for an index to the financial statements included in the registration statement. |
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(b) |
Exhibits. The following is a complete list of exhibits filed as part of the registration statement, which are incorporated herein: |
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Exhibit |
Exhibit Description |
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1.1* |
Form of Underwriting Agreement among Chimera Investment Corporation and the underwriters named therein. |
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1.2* |
Form of Stock Purchase Agreement between Chimera Investment Corporation and Annaly Capital Management, Inc. |
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3.1* |
Form of Articles of Amendment and Restatement of Chimera Investment Corporation |
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3.2* |
Form of Amended and Restated Bylaws of Chimera Investment Corporation |
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4.1* |
Specimen Common Stock Certificate of Chimera Investment Corporation |
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5.1 |
Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP (including consent of such firm) |
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8.1 |
Tax Opinion of McKee Nelson LLP (including consent of such firm) |
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10.1* |
Form of Management Agreement |
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10.2* |
Form of Equity Incentive Plan |
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10.3* |
Form of Restricted Common Stock Award |
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10.4* |
Form of Stock Option Grant |
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10.5 |
Form of Master Securities Repurchase Agreement |
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23.1* |
Consent of Deloitte & Touche LLP |
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23.2 |
Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (included in Exhibit 5.1) |
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23.3 |
Consent of McKee Nelson LLP (included in Exhibit 8.1) |
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24.1* |
Power of Attorney (included on the signature page to this registration statement) |
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99.1* |
Consent of Paul Donlin |
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99.2* |
Consent of Mark Abrams |
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99.3* |
Consent of Paul A. Keenan |
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* Previously Filed. |
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Item 37. Undertakings.
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(a) The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
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(b) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors, officers or 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 Securities Act and is, therefore, unenforceable. If 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 Securities Act and will be governed by the final adjudication of such issue. |
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(c) The undersigned registrant hereby further undertakes that: |
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(1) For purposes of determining any liability under the Securities Act of 1933, as amended, the information omitted from the form of prospectus filed as part of this registration statement in reliance under Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to part of this registration statement as of the time it was declared effective. |
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(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. |
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SIGNATURES
CHIMERA INVESTMENT CORPORATION
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By: |
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Matthew Lambiase |
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President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the date indicated.
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Signatures |
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Title |
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Date |
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Chief Executive Officer, President and Director (principal executive officer) |
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November 13, 2007 |
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Matthew Lambiase |
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/s/ A. Alexandra Denahan |
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Chief Financial Officer (principal financial and accounting officer) |
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November 13, 2007 |
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A. Alexandra Denahan |
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* |
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November 13, 2007 |
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Jeremy Diamond |
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Director |
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By: |
/s/ A. Alexandra Denahan |
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Name: A. Alexandra Denahan |
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Title: Attorney-in-Fact |
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EXHIBIT INDEX
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Exhibit |
Exhibit Description |
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1.1* |
Form of Underwriting Agreement among Chimera Investment Corporation and the underwriters named therein |
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1.2* |
Form of Stock Purchase Agreement between Chimera Investment Corporation and Annaly Capital Management, Inc. |
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3.1* |
Form of Articles of Amendment and Restatement of Chimera Investment Corporation |
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3.2* |
Form of Amended and Restated Bylaws of Chimera Investment Corporation |
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4.1* |
Specimen Common Stock Certificate of Chimera Investment Corporation |
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5.1 |
Opinion of Kirkpatrick & Lockhart Preston Gates Ellis LLP (including consent of such firm) |
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8.1 |
Tax Opinion of McKee Nelson LLP (including consent of such firm). |
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10.1* |
Form of Management Agreement |
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10.2* |
Form of Equity Incentive Plan |
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10.3* |
Form of Restricted Common Stock Award |
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10.4* |
Form of Stock Option Grant |
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10.5 |
Form of Master Securities Repurchase Agreement |
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23.1* |
Consent of Deloitte & Touche LLP |
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23.2 |
Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP (included in Exhibit 5.1) |
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23.3 |
Consent of McKee Nelson LLP (included in Exhibit 8.1) |
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24.1* |
Power of Attorney (included on the signature page to this registration statement) |
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99.1* |
Consent of Paul Donlin |
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99.2* |
Consent of Mark Abrams |
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99.3* |
Consent of Paul A. Keenan |
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* Previously Filed. |
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