AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 30, 2004
REGISTRATION NO. 333-
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-11
FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
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LUMINENT MORTGAGE CAPITAL, INC.
(Exact name of registrant as specified in its governing instruments)
MARYLAND 06-1694835
(State of other jurisdiction of incorporation (I.R.S. Employer Identification
or organization) No.)
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
(415) 486-2110
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
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ALBERT J. GUTIERREZ, CFA
PRESIDENT
LUMINENT MORTGAGE CAPITAL, INC.
909 MONTGOMERY STREET, SUITE 500
SAN FRANCISCO, CALIFORNIA 94133
(415) 486-2110
COPIES TO:
PETER T. HEALY, ESQ. DHIYA EL-SADEN, ESQ.
O'MELVENY & MYERS LLP GIBSON, DUNN & CRUTCHER LLP
275 BATTERY STREET, SUITE 2600 333 SOUTH GRAND AVE.
SAN FRANCISCO, CALIFORNIA 94111-3344 LOS ANGELES, CALIFORNIA 90071
(415) 984-8700 (213) 229-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
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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. [X] 333-113493
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. [ ] _____
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. [ ] _____
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM
AGGREGATE OFFERING AMOUNT OF
TITLE OF EACH CLASS OF SHARES TO BE REGISTERED PRICE (1) REGISTRATION FEE (2)
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Common Stock, par value $0.001 per share............................... $20,700,000 $2,622.69
(1) Represents the amount by which the maximum aggregate offering price of
the registrant's public offering ($193,200,000), including the shares
potentially issuable upon exercise of the underwriters' over-allotment
option, exceeds the maximum offering price previously registered
($172,500,000) on Form S-11 (333-113493).
(2) Calculated under Section 6(b) of the Securities Act of 1933, as
amended, based upon a registration fee rate of $126.70 per $1.0 million
of proposed maximum aggregate offering price.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE
SECURITIES ACT OF 1933, AS AMENDED.
THE EXHIBIT INDEX BEGINS ON PAGE 4.
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INCORPORATION BY REFERENCE OF CONTENTS OF
EARLIER REGISTRATION STATEMENT (FILE NO. 333-113493)
This Registration Statement is being filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Securities Act"), by the
Registrant solely to register additional common stock as part of the
Registrant's public offering. Pursuant to General Instruction G of Form S-11,
the contents of the Registration Statement on Form S-11 (File No. 333-113493)
filed by Luminent Mortgage Capital, Inc. are hereby incorporated by reference in
this Registration Statement.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 36. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
All exhibits filed with or incorporated by reference in Registration
Statement on Form S-11 (File No. 333-113493) are incorporated by reference into,
and shall be deemed a part of, this Registration Statement, except for exhibits
5.1, 8.1, 23.1, 23.2 and 23.3. The following exhibits are also filed herewith.
EXHIBIT NUMBER DESCRIPTION
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LEGAL OPINIONS
5.1* Opinion of Ballard Spahr Andrews & Ingersoll LLP as to legality of the securities being issued
8.1* Opinion of O'Melveny & Myers LLP as to certain U.S. federal income tax matters
CONSENTS AND POWERS OF ATTORNEY
23.1* Consent of Deloitte & Touche LLP, independent accountants
23.2 Consent of Ballard Spahr Andrews & Ingersoll LLP (included within Exhibit 5.1 hereto)
23.3 Consent of O'Melveny & Myers LLP (included within Exhibit 8.1 hereto)
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* Filed as a separate exhibit herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant, Luminent Mortgage Capital, Inc., certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-11 and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on this 30th day of March, 2004.
LUMINENT MORTGAGE CAPITAL, INC.
(registrant)
By: /s/ GAIL P. SENECA
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Gail P. Seneca
Chief Executive Officer
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 TITLE DATE
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/s/ GAIL P. SENECA Chief Executive Officer, Chairman of March 30, 2004
-------------------------- the Board of Directors and Director
Gail P. Seneca (Principal Executive Officer)
/s/ CHRISTOPHER J. ZYDA Senior Vice President and Chief March 30, 2004
-------------------------- Financial Officer (Principal
Christopher J. Zyda Financial and Accounting Officer)
ALBERT J. GUTIERREZ* President and Director March 30, 2004
--------------------------
Albert J. Gutierrez
BRUCE A. MILLER* Director March 30, 2004
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Bruce A. Miller
JOHN MCMAHAN* Director March 30, 2004
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John McMahan
ROBERT B. GOLDSTEIN* Director March 30, 2004
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Robert B. Goldstein
DONALD H. PUTNAM* Director March 30, 2004
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Donald H. Putnam
JOSEPH E. WHITTERS* Director March 30, 2004
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Joseph E. Whitters
*By: /s/ GAIL P. SENECA
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Gail P. Seneca
Attorney-In-Fact
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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LEGAL OPINIONS
5.1* Opinion of Ballard Spahr Andrews & Ingersoll LLP as to legality of the securities being issued
8.1* Opinion of O'Melveny & Myers LLP as to certain U.S. federal income tax matters
CONSENTS AND POWERS OF ATTORNEY
23.1* Consent of Deloitte & Touche LLP, independent accountants
23.2 Consent of Ballard Spahr Andrews & Ingersoll LLP (included within Exhibit 5.1 hereto)
23.3 Consent of O'Melveny & Myers LLP (included within Exhibit 8.1 hereto)
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* Filed as a separate exhibit herewith
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