Maryland
(State
or Other Jurisdiction of Incorporation)
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13-3974868
(I.R.S.
Employer Identification No.)
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Timothy
W. Korth, Esq.
MFA
Financial, Inc.
350
Park Avenue, 21st Floor
New
York, NY 10022
Tel: (212)
207-6400
Fax: (212)
207-6420
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Jay
L. Bernstein, Esq.
Clifford
Chance US LLP
31
West 52nd Street
New
York, NY 10019
Tel: (212)
878-8000
Fax: (212)
878-8375
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Large
accelerated filer Q
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Accelerated
filer £
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Non-accelerated
filer £ (do not
check if a smaller reporting company)
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Smaller
reporting company £
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Title
of Each Class of Securities To Be Registered
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Amount
To Be
Registered(1)
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Proposed
Maximum
Offering
Price
Per
Share(2)
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Proposed
Maximum
Aggregate
Offering
Price(2)
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Amount
Of
Registration
Fee
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||||
Common
Stock, par value $0.01 per share, to be issued under the Amended and
Restated 2010 Equity Compensation Plan
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10,000,000
shares
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$6.90
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$69,000,000
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$4,919.70
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(1)
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Pursuant
to Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement also covers such additional
securities as may hereinafter be offered or issued to prevent dilution
resulting from any share split, share dividends, recapitalization or
certain other capital adjustments.
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(2)
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Estimated
solely for the purpose of calculating the amount of the registration fee
pursuant to Rule 457(c) and Rule 457(h) of the Securities
Act. The price per share is estimated to be $6.90, based on the
average of the high and low prices of the registrant's common stock as
reported on the New York Stock Exchange on May 25 2010, which was
within five business days of the filing of this registration
statement.
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·
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Our
annual report on Form 10-K for the fiscal year ended
December 31, 2009;
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·
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Our
quarterly report on Form 10-Q for the fiscal quarter ended
March 31, 2010;
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·
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Our
current reports on Form 8-K filed with the SEC on January 5,
2010, March 5, 2010, May 10, 2010 and May 26,
2010;
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·
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Our
definitive proxy statement on Schedule 14A filed with the SEC on
April 4, 2010 and the supplement thereto filed with the SEC on May
10, 2010; and
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·
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The
description of our common stock, par value $0.01 per share, contained in
our registration statement on Form 8-A filed with the SEC on
March 26, 1998, including all amendments and reports filed for the
purpose of updating such
description.
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Exhibit
No.
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Description
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4.1
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Amended
and Restated Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 of the Form 8-K, dated April 10, 1998, filed
by the Company pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.2
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated August 5, 2002 (incorporated herein by reference to Exhibit
3.1 of the Form 8-K, dated August 13, 2002, filed by the Company pursuant
to the Exchange Act (Commission File No. 1-13991)).
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4.3
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated August 13, 2002 (incorporated herein by reference to
Exhibit 3.3 of the Form 10-Q for the quarter ended December 31, 2002,
filed by the Company pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.4
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated December 29, 2008 (incorporated herein by reference to
Exhibit 3.1 of the Form 8-K, dated December 29, 2008, filed by the Company
pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.5
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated January 1, 2010 (incorporated herein by reference to
Exhibit 3.1 of the Form 8-K, dated December 31, 2009, filed by the Company
pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.6
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Articles
Supplementary of the Company, dated April 22, 2004, designating the
Company's 8.50% Series A Cumulative Redeemable Preferred Stock
(incorporated herein by reference to Exhibit 3.4 of the Form 8-A, dated
April 23, 2004, filed by the Company pursuant to the Exchange Act
(Commission File No. 1-13991)).
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4.7
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Amended
and Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3.2 of the Form 8-K, dated December 29, 2008, filed by the Company
pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.8
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Specimen
of common stock certificate of the Company (incorporated herein by
reference to Exhibit 4.1 of the registration statement on
Form S-4, dated February 12, 1998, filed by the Company pursuant
to the Securities Act (Commission File
No. 333-46179)).
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4.9
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Amended
and Restated 2010 Equity Compensation Plan of the Company (incorporated
herein by reference to Exhibit 10.1 of the Form 8-K, dated May 10, 2010,
filed by the Company pursuant to the Exchange Act (Commission File No.
1-13991)).
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5.1
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Opinion
of Clifford Chance US LLP.
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23.1
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Consent
of Clifford Chance US LLP (included in
Exhibit 5.1).
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23.2
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Consent
of Ernst & Young LLP.
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24.1
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Power
of Attorney (included on signature page of this registration
statement).
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MFA
FINANCIAL, INC.
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|||
By:
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/s/
Stewart Zimmerman
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Stewart
Zimmerman
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Chairman
of the Board and Chief Executive
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|||
Officer
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Name
and Signature
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Title
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Date
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/s/
Stewart Zimmerman
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Chairman
of the Board and Chief Executive
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May 26,
2010
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Stewart
Zimmerman
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Officer
(Principal Executive Officer)
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/s/
William S. Gorin
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President
and Chief Financial Officer
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May 26,
2010
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William
S. Gorin
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(Principal
Financial Officer)
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|||
/s/
Teresa D. Covello
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Senior
Vice President and Chief Accounting
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May 26,
2010
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Teresa
D. Covello
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Officer
(Principal Accounting Officer)
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/s/
Stephen R. Blank
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Director
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May 26,
2010
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Stephen
R. Blank
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||||
/s/
James A. Brodsky
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Director
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May 26,
2010
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James
A. Brodsky
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||||
/s/
Edison C. Buchanan
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Director
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May 26,
2010
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Edison
C. Buchanan
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||||
/s/
Michael L. Dahir
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Director
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May 26,
2010
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Michael
L. Dahir
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||||
/s/
Alan Gosule
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Director
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May 26,
2010
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Alan
Gosule
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||||
/s/
Robin Josephs
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Director
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May 26,
2010
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Robin
Josephs
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Exhibit
No.
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Description
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4.1
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Amended
and Restated Articles of Incorporation of the Company (incorporated herein
by reference to Exhibit 3.1 of the Form 8-K, dated April 10, 1998, filed
by the Company pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.2
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated August 5, 2002 (incorporated herein by reference to Exhibit
3.1 of the Form 8-K, dated August 13, 2002, filed by the Company pursuant
to the Exchange Act (Commission File No. 1-13991)).
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4.3
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated August 13, 2002 (incorporated herein by reference to
Exhibit 3.3 of the Form 10-Q for the quarter ended December 31, 2002,
filed by the Company pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.4
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated December 29, 2008 (incorporated herein by reference to
Exhibit 3.1 of the Form 8-K, dated December 29, 2008, filed by the Company
pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.5
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Articles
of Amendment to the Amended and Restated Articles of Incorporation of the
Company, dated January 1, 2010 (incorporated herein by reference to
Exhibit 3.1 of the Form 8-K, dated December 31, 2009, filed by the Company
pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.6
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Articles
Supplementary of the Company, dated April 22, 2004, designating the
Company's 8.50% Series A Cumulative Redeemable Preferred Stock
(incorporated herein by reference to Exhibit 3.4 of the Form 8-A, dated
April 23, 2004, filed by the Company pursuant to the Exchange Act
(Commission File No. 1-13991)).
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4.7
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Amended
and Restated Bylaws of the Company (incorporated herein by reference to
Exhibit 3.2 of the Form 8-K, dated December 29, 2008, filed by the Company
pursuant to the Exchange Act (Commission File No.
1-13991)).
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4.8
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Specimen
of common stock certificate of the Company (incorporated herein by
reference to Exhibit 4.1 of the registration statement on
Form S-4, dated February 12, 1998, filed by the Company pursuant
to the Securities Act (Commission File
No. 333-46179)).
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4.9
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Amended
and Restated 2010 Equity Compensation Plan of the Company (incorporated
herein by reference to Exhibit 10.1 of the Form 8-K, dated May 10, 2010,
filed by the Company pursuant to the Exchange Act (Commission File No.
1-13991)).
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5.1
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Opinion
of Clifford Chance US LLP.
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23.1
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Consent
of Clifford Chance US LLP (included in
Exhibit 5.1).
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23.2
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Consent
of Ernst & Young LLP.
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24.1
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Power
of Attorney (included on signature page of this registration
statement).
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