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As Of Filer Filing For·On·As Docs:Size Issuer Agent 1/19/12 AG Mortgage Inv Trust, Inc. S-11MEF 1/19/12 4:107K RR Donnelley/FA |
Document/Exhibit Description Pages Size 1: S-11MEF Registration of Additional Securities HTML 34K 2: EX-5.1 Opinion re: Legality HTML 18K 3: EX-8.1 Opinion re: Tax Matters HTML 17K 4: EX-23.1 Consent of Experts or Counsel HTML 6K
| S-11MEF |
As filed with the Securities and Exchange Commission on January 19, 2012
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-11
Registration Statement
under
the Securities Act of 1933
of certain real estate companies
AG MORTGAGE INVESTMENT TRUST, INC.
245 Park Avenue, 26th floor
(212) 692-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Allan Krinsman, Esq.
General Counsel
AG Mortgage Investment Trust, Inc.
245 Park Avenue, 26th floor
(212) 692-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Stephen E. Older, Esq. Thomas P. Conaghan, Esq. McDermott Will & Emery LLP 340 Madison Avenue Tel. (212) 547-5400 Fax (212) 547-5444 |
David J. Goldschmidt, Esq. Skadden, Arps, Slate, Meagher & Flom LLP Four Times Square Tel. (212) 735-3000 Fax (212) 735-2000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the Registration Statement becomes effective.
If any of the Securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, or Securities Act, check the following box. ¨
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 Registration No. 333-178787
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. ¨
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 definitions of “large accelerated filer” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
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 Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
CALCULATION OF REGISTRATION FEE
|
| ||||
| Title of Securities to be Registered | Proposed Maximum Offering Price(1)(2) |
Amount of Registration Fee | ||
| Common Stock, $0.01 par value per share |
$9,250,000 | $1,061.00 | ||
|
| ||||
|
| ||||
| (1) | The Registrant previously registered shares of its common stock for a proposed maximum aggregate offering price of $100,000,000.00 on a Registration Statement on Form S-11 (File No. 333-178787), as amended, for which a filing fee of $11,460.00 was paid. This Registration is for an increased maximum aggregate offering price of $9,250,000 based on the public offering price of the shares. |
| (2) | Includes the offering price of the common stock that may be purchased by the underwriters pursuant to their overallotment option. |
Explanatory Note
This registration statement is being filed pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act of 1933, as amended, and General Instruction G of Form S-11, and includes the registration statement facing page, this page, the signature page, an exhibit index, opinions of counsel and the accountants’ consents. Pursuant to Rule 462(b), the contents of our registration statement on Form S-11, as amended (File No. 333-178787), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on January 19, 2012 (the “Initial Registration Statement”), are incorporated by reference into this registration statement. This registration statement covers the additional registration of $9,250,000 of our common stock for sale in the offering related to the Initial Registration Statement.
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-11 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York, on January 19, 2012.
| AG Mortgage Investment Trust, Inc. | ||
| By: | /s/ David Roberts | |
| David Roberts | ||
| 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.
| Signatures | Title | Date | ||||
| By: | * |
Director and Chief Executive Officer | January 19, 2012 | |||
| David Roberts | ||||||
| By: | * |
Chief Financial Officer | January 19, 2012 | |||
| Frank Stadelmaier | (Principal Financial and Accounting Officer) | |||||
| By: | * |
Director and Chief Investment Officer | January 19, 2012 | |||
| Jonathan Lieberman | ||||||
| By: | * |
Director and Executive Chairman | January 19, 2012 | |||
| John Angelo | ||||||
| By: | * |
Director | January 19, 2012 | |||
| Andrew L. Berger | ||||||
| By: | * |
Director | January 19, 2012 | |||
| Joseph LaManna | ||||||
| By: | * |
Director | January 19, 2012 | |||
| Peter Linneman | ||||||
| By: | * |
Director | January 19, 2012 | |||
| James Voss | ||||||
| * By: | ||||
| Allan N. Krinsman | ||||
| (Attorney-in-Fact) |
| Exhibit |
Exhibit description | |
| 5.1 | Opinion of Saul Ewing LLP relating to the legality of the securities being registered. | |
| 8.1 | Opinion of McDermott Will & Emery LLP regarding tax matters. | |
| 23.1 | Consent of PricewaterhouseCoopers LLP. | |
| 23.2 | Consent of Saul Ewing LLP (included in Exhibit 5.1). | |
| 23.3 | Consent of McDermott Will & Emery LLP (included in Exhibit 8.1). | |
| 24.1 | Power of Attorney (included on signature page to the Registration Statement on Form S-11 filed by the Registrant on December 28, 2011 (File No. 333-178787)). | |
| This ‘S-11MEF’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / Effective on: | 1/19/12 | 4 | ||
| 12/28/11 | S-11 | |||
| List all Filings | ||||
