As filed with the Securities and Exchange Commission on July 18, 1996 Registration No. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 REDWOOD TRUST, INC. (Exact Name of registrant as specified in its charter) Maryland 68-0329422 (State of incorporation (I.R.S. Employer or organization) Identification No.) 591 Redwood Highway, Suite 3100 Mill Valley, California 94941 (Address of principal (Zip Code) Executive Offices) If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A(c)(1) please check the following box / / If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A(c)(2) please check the following box. / / 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 - ------------------- ------------------------------ Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: Class B % Cumulative Convertible Preferred Stock, par value $.01 per share (Title of class) INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED The title of the Preferred Stock of the Registrant being registered hereby is Class B ___% Cumulative Convertible Preferred Stock, par value $.01 per share ("the Preferred Stock"). The description of the Preferred Stock is contained in the Registrant's Registration Statement on Form S-11 as filed with the Securities and Exchange Commission as of the date hereof under the captions "Prospectus Summary," "Description of Capital Stock" and "Certain Federal Income Tax Considerations," which description is hereby incorporated herein by reference thereto. Item 2. Exhibits Instruments defining the rights of holders of the securities being registered hereunder: 3.1+ Articles of Amendment and Restatement of the Registrant. 3.3++ Amended and Restated Bylaws of the Registrant. 3.5** Articles Supplementary of the Registrant, dated __________. 4.3** Specimen Preferred Stock Certificate - ------------------------------ + Incorporated by reference to the correspondingly numbered exhibit to the Registration Statement on Form S-11 (33-92272) filed by the Registrant with the Securities and Exchange Commission on May 19, 1995. ++ Incorporated by reference to the correspondingly numbered exhibit to the Registration Statement on Form S-11 (33-97946) filed by the Registrant with the Securities and Exchange Commission on October 10, 1995. ** To be filed by amendment. 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, thereunto duly authorized. Date: July 18, 1996 Redwood Trust, Inc. By: /s/ Vickie L. Rath --------------------------------------- Vickie L. Rath Vice President, Treasurer and Controller EXHIBIT INDEX
Exhibit Number Page Number - -------------- ----------- 3.1+ Articles of Amendment and Restatement of the Registrant. 3.3++ Amended and Restated Bylaws of the Registrant. 3.5** Articles Supplementary of the Registrant, dated __________. 4.3** Specimen Preferred Stock Certificate
- ------------------------------ + Incorporated by reference to the correspondingly numbered exhibit to the Registration Statement on Form S-11 (33-92272) filed by the Registrant with the Securities and Exchange Commission on May 19, 1995. ++ Incorporated by reference to the correspondingly numbered exhibit to the Registration Statement on Form S-11 (33-97946) filed by the Registrant with the Securities and Exchange Commission on October 10, 1995. ** To be filed by amendment.