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<TH align=left><FONT face="Times New Roman, Times, Serif" size=2>As filed with the Securities and Exchange</FONT></TH>
<TH align=right><FONT face="Times New Roman, Times, Serif" size=2>Registration No.</FONT></TH></TR>
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<TD align=left width="50%"><FONT face="Times New Roman, Times, Serif" size=2><B>Commission on November 10, 2004</B></FONT></TD>
<TD align=right width="50%"><FONT face="Times New Roman, Times, Serif" size=2><B>333-76776</B></FONT></TD></TR>
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<H1 align=center><FONT face="Times New Roman, Times, Serif" size=2><FONT size=5>UNITED STATES<BR>SECURITIES AND EXCHANGE COMMISSION<BR></FONT><FONT size=4>Washington, D.C. 20549</FONT> </FONT></H1>

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<H1 align=center><FONT face="Times New Roman, Times, Serif" size=4>POST-EFFECTIVE AMENDMENT NO. 1 TO <BR>FORM S-8 </FONT></H1>

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<H1 align=center><FONT face="Times New Roman, Times, Serif" size=2><FONT size=4>REGISTRATION STATEMENT<BR>UNDER<BR>THE SECURITIES ACT OF 1933</FONT> </FONT></H1>

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<H1 align=center><FONT face="Times New Roman, Times, Serif" size=2><FONT size=5>SAXON CAPITAL, INC</FONT>.<BR>(Exact name of registrant as specified in its charter) </FONT></H1>

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<TD align=left width="33%"><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Maryland</B></FONT></TD>
<TD align=left width="33%"><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD align=center width="34%"><FONT face="Times New Roman, Times, Serif" size=2><B>30-0228584</B></FONT></TD></TR>
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<TD align=left><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;(State or other jurisdiction</FONT></TD>
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<TD align=center><FONT face="Times New Roman, Times, Serif" size=2>(IRS Employer Identification No.)</FONT></TD></TR>
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<TD align=left><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;of incorporation)</FONT></TD>
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<TD align=left width="64%"><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4860 Cox Road, Suite 300<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Glen Allen, Virginia </B></FONT></TD>
<TD align=center width="36%"><FONT face="Times New Roman, Times, Serif" size=2><B>23060</B></FONT></TD></TR>
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<TD align=left><FONT face="Times New Roman, Times, Serif" size=2>(Address of principal executive offices)</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2>(Zip Code)</FONT></TD></TR>
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<H1 align=center><FONT face="Times New Roman, Times, Serif" size=2>SAXON CAPITAL, INC. 2001 STOCK INCENTIVE PLAN<BR>SAXON CAPITAL, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN<BR>SCI SERVICES, INC. 401(K) PLAN </FONT></H1>

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<P align=center><FONT face="Times New Roman, Times, Serif" size=2>(Full title of the Plans)<BR><BR>Michael L. Sawyer<BR>Chief Executive Officer and President<BR>Saxon Capital, Inc.<BR>4860 Cox Road, Suite 300<BR>Glen Allen, Virginia 23060 <BR>(Name and address of agent for service)</FONT></P>
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<P align=center><FONT face="Times New Roman, Times, Serif" size=2>(804) 967-7400<BR>(Telephone number, including area code, of agent for service) </FONT></P>

<P align=center><FONT size=2><B>CALCULATION OF REGISTRATION FEE</B></FONT> </P>

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<TH><FONT face="Times New Roman, Times, Serif" size=2>Title of each class of<BR>securities to be<BR>registered</FONT></TH>
<TH><FONT face="Times New Roman, Times, Serif" size=2>Amount to be<BR>registered (1)</FONT></TH>
<TH><FONT face="Times New Roman, Times, Serif" size=2>Proposed maximum<BR>offering price per<BR>share (2)</FONT></TH>
<TH><FONT face="Times New Roman, Times, Serif" size=2>Proposed maximum<BR>aggregate offering<BR>price (2)</FONT></TH>
<TH><FONT face="Times New Roman, Times, Serif" size=2>Amount of<BR>registration fee<BR>(2)</FONT></TH></TR>
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<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>2001 Stock Incentive<BR>Plan, common stock,<BR>$0.01 par value<BR>per share.</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>6,000,000 shares</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>$20.75</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>$56,813,500
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<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>$7,198.27</FONT></TD></TR>
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<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>Total</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>6,000,000 shares</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2></FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>$56,813,500</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>$7,198.27</FONT></TD></TR>
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<P><FONT face="Times New Roman, Times, Serif" size=2>(1)&nbsp;&nbsp;&nbsp;&nbsp; This Registration Statement covers, in addition to the number of shares of common stock, par value $0.01 per share (the "Common Stock"), of Saxon Capital, Inc., a Maryland corporation (the "Company" or the "Registrant"), stated above, options and other rights to purchase or acquire the shares of common stock covered by this Registration Statement, and pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an additional indeterminate number of shares, options, and rights that may be offered or issued pursuant to the 2001 Stock Incentive Plan, as a result of one or more adjustments under the 2001 Stock Incentive Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.</FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>(2)&nbsp;&nbsp;&nbsp;&nbsp; The registration fee with respect to 3,262,000 shares of Common Stock of Saxon Capital, Inc. under the 2001 Stock Incentive Plan has been paid with the filing of the original Registration Statement on Form S-8 (Registration No. 333-76776) on January 15, 2002. Therefore, no further registration fee is required with respect to such 3,262,000 shares of Common Stock of Saxon Capital, Inc. reserved for issuance under the Plan. With respect to 2,738,000 shares of Common Stock of Saxon Capital, Inc., also offered under the 2001 Stock Incentive Plan, the registration fee has been calculated solely for purposes of this offering under Rule 457(h) of the Securities Act on the basis of the average of the high and low prices reported on the Nasdaq National Market as of November 3, 2004. The previously registered 3,262,000 shares, together with the 2,738,000 shares being registered hereby, represent the total number of shares reserved
for issuance under the Plan.</FONT></P>

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<P align=center><FONT face="Times New Roman, Times, Serif" size=2><B>EXPLANATORY NOTE</B></FONT></P>


<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In September 2004, the shareholders of the predecessor Saxon Capital, Inc., a Delaware corporation (the "Predecessor Registrant"), approved its restructuring to qualify as a real estate investment trust, or REIT. The restructuring included the earlier formation of Saxon REIT, Inc. (a wholly-owned subsidiary of the Predecessor Registrant), Saxon Capital Holdings, Inc. (a wholly-owned subsidiary of Saxon REIT) and Saxon Merger Corporation (a wholly-owned subsidiary of Saxon Capital Holdings). On September 24, 2004, Saxon Merger Corporation merged with and into the Predecessor Registrant and immediately subsequent, the Predecessor Registrant, as the surviving corporation, merged with and into Saxon Capital Holdings (the "Merger"), which was part of the restructuring to allow it to qualify as a REIT. Saxon REIT, Inc. immediately following the Merger changed its name to Saxon Capital, Inc. (the
"Registrant"). The Registrant became the publicly traded, Nasdaq National Market listed, company in place of the Predecessor Registrant, and succeeded to and continues to operate, directly or indirectly, the business of the Predecessor Registrant. As a consequence of the Merger, each holder of a share of the Predecessor Registrant's common stock received one share of common stock of the Registrant and $4.00 in cash per share.<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-76776, filed with the Securities and Exchange Commission on January 15, 2002, by the Predecessor Registrant (as amended, the "Registration Statement"), relating to the Predecessor Registrant's 2001 Stock Incentive Plan, the Predecessor Registrant's 2001 Employee Stock Purchase Plan, and the SCI Services, Inc. 401(k) Plan, is being filed by the
Registrant pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), as the successor issuer to the Predecessor Registrant following the reorganization.<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In accordance with Rule 414(d) under the Securities Act, the Registrant, as the successor issuer to the Predecessor Registrant, hereby expressly adopts the Registration Statement as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the "1934 Act").</FONT></P>

<P align=center><FONT face="Times New Roman, Times, Serif" size=2><B>Deregistration of Securities</B></FONT></P>


<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Effective September 24, 2004, the Predecessor Registrant terminated its 2001 Employee Stock Purchase Plan. As a result of the termination of the 2001 Employee Stock Purchase Plan, the Predecessor Registrant's obligations to maintain the effectiveness of the Registration Statement with respect to the 2001 Employee Stock Purchase Plan have expired. Pursuant to the undertaking contained in the Registration Statement filed on January 15, 2002, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the shares of Common Stock registered for sale under the 2001 Employee Stock Purchase Plan that remained unsold as of the date of termination.<BR><BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, the Registrant has determined to deregister all of the shares of Common Stock registered under the Registration Statement
for sale under the SCI Services, Inc. 401(k) Plan.</FONT></P>

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<P align=center><FONT face="Times New Roman, Times, Serif" size=2>PART I </FONT></P>


<P><FONT size=2>Item 1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Plan Information.* </FONT></P>


<P><FONT size=2>Item 2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Registrant Information and Employee Plan Annual Information.*
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<P><FONT face="Times New Roman, Times, Serif" size=2>* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I on Form S-8. </FONT></P>

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<P align=center><FONT face="Times New Roman, Times, Serif" size=2>PART II </FONT></P>

<P align=left><FONT face="Times New Roman, Times, Serif" size=2>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</FONT></P>
<FONT size=2>Item 3. Incorporation of Documents by Reference.</FONT>
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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the &#147;SEC&#148;): </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant's Prospectus dated September 20, 2004, filed with the SEC pursuant to Rule 424(b) of the Securities Act (Registration No. 333-116028), which includes audited financial statements for the Predecessor Registrant's fiscal year ended December 31, 2003, and the balance sheet for the Registrant as of February 5, 2004; </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Registrant's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2004, filed with the SEC on November 9, 2004.</font></p>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act, since the end of the fiscal year covered by the Registrant's document referred to in (a) above, including the Registrant's Current Reports on Form 8-K, filed with the SEC on September 30, 2004, October 1, 2004, October 28, 2004, October 29, 2004, and November 8, 2004. </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Predecessor Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed with the SEC on March 12, 2004, as amended by Form 10-K/A filed with the SEC on April 29, 2004; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" --><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Predecessor Registrant's Quarterly Reports on Form 10-Q for its fiscal quarters ended June 30, 2004 and March 31, 2004, filed with the SEC on August 9, 2004 and May 13, 2004, respectively;</FONT>
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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Predecessor Registrant's Current Reports on Form 8-K filed with the SEC on January 9, 2004, January 26, 2004, January 30, 2004, February 19, 2004, April 6, 2004, April 23, 2004, June 8, 2004, July 8, 2004, July 23, 2004, July 28, 2004, August 5, 2004, September 14, 2004, and September 21, 2004; and</FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Indent Lv 0- TNR" FSL="Workstation" --><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The description of the Registrant's outstanding Common Stock contained in the Registrant's Registration Statement on Form 8-A (No. 000-50945) filed with the SEC on September 20, 2004 (which incorporates such description from the Registrant's Proxy Statement/Prospectus filed with the SEC on August 5, 2004 pursuant to Rule 424(b)(3) relating to the Registrant's Registration Statement on Form S-4 (File No. 333-112834) filed with the SEC on February 13, 2004, as amended, which description is also incorporated herein by reference), pursuant to Section 12 of the 1934 Act, including any amendment or report filed for the purpose of updating such description.</FONT>
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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Large Indent Lv 0-TNR" FSL="Default" --><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or any subsequently filed document that is or is deemed to be incorporated in this Registration Statement by reference, modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.</FONT>

<P><FONT size=2>Item 4. Description of Securities.</FONT></P>

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<P align=left><FONT face="Times New Roman, Times, Serif" size=2><I>&nbsp;&nbsp;&nbsp;&nbsp;</I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</FONT></P>
<FONT size=2>Item 5. Interests of Named Experts and Counsel.</FONT>
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<P align=left><FONT face="Times New Roman, Times, Serif" size=2>Item 6. Indemnification of Directors and Officers</FONT></P>

<P align=left><FONT size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Maryland General Corporation Law permits a corporation to indemnify and advance expenses to its directors, officers, employees and agents, and permits a corporation to indemnify its present and former directors and officers, among others, against judgements, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party because of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was
unlawful.&nbsp; Under the Maryland General Corporation Law, however, a corporation may not indemnify a director or officer in a suit by or in the right of the corporation if such director or officer has been adjudged to be liable to the corporation.</FONT></P>

<P align=left><FONT size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Saxon Capital charter authorizes it, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any present or former director or officer or (2) any individual who, while a director of Saxon Capital and at the request of Saxon Capital, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur because of his or her status as a present or former director or officer of Saxon Capital. The Saxon Capital charter obligates it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former
director or officer who is made party to the proceeding because of his service in that capacity or (b) any individual who, while a director or officer of Saxon Capital and at the request of Saxon Capital, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, trustee, officer or partner of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding because of his service in that capacity, against any claim or liability to which he may become subject because of such status. The Saxon Capital charter also permits Saxon Capital to indemnify and advance expenses to any person who served a predecessor of Saxon Capital in any of the capacities described above and to any employee or agent of Saxon Capital or a predecessor of Saxon Capital. The Saxon Capital charter requires Saxon Capital to
indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party because of his service in that capacity. In accordance with Maryland corporate law, the Saxon Capital charter requires it, as a condition to advancing expenses, to obtain (1) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by Saxon Capital as authorized by the Saxon Capital charter and (2) a written statement by or on his behalf to repay the amount paid or reimbursed by Saxon Capital if it shall ultimately be determined that the standard of conduct was not met.</FONT>
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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;</FONT><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Saxon Capital intends to enter into indemnification agreements with each of its non-employee directors. The indemnification agreements will require, among other things, that Saxon Capital indemnify such directors to the fullest extent permitted by law and advance to such directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted. </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Saxon Capital has obtained a policy of insurance under which its directors and officers will be insured, subject to the limits of the policy, against certain losses arising from claims made against such directors and officers because of any acts or omissions covered under such policy in their respective capacities as directors or officers, including certain liabilities under the Securities Act of 1933, as amended. Saxon Capital has been advised that, in the opinion of the Securities and Exchange Commission, indemnifying our directors, officers, and controlling persons for liabilities arising under the Securities Act pursuant to its charter and bylaws, or otherwise, is against public policy as expressed in the Securities Act and is, therefore, unenforceable. </FONT></P>
<FONT size=2>Item 7. Exemption from Registration Claimed.</FONT>
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<P align=left><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not Applicable.</FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>Item 8. Exhibits. </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed with this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K): </FONT></P>


<P><FONT size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <U>Description</U></FONT><U> </U></P>


<P><FONT size=2>Exhibit 4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Common Stock Certificate.* </FONT></P>


<P><FONT size=2>Exhibit 5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Opinion and consent of McKee Nelson LLP.
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<P><FONT face="Times New Roman, Times, Serif" size=2>Exhibit 23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Deloitte &amp; Touche LLP, Independent Registered Public Accounting Firm. </FONT></P>


<P><FONT face="Times New Roman, Times, Serif" size=2>Exhibit 23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Deloitte &amp; Touche LLP, Independent Registered Public Accounting Firm. </FONT></P>


<P><FONT face="Times New Roman, Times, Serif" size=2>Exhibit 23.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent of McKee Nelson LLP is contained in Exhibit 5. </FONT></P>


<FONT size=2>Exhibit 99.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Registrant's 2001 Stock Incentive Plan.**</FONT>
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<P><FONT face="Times New Roman, Times, Serif" size=2>* Incorporated by reference from the Registrant's Amendment No. 3 to the Registration Statement on Form S-4 (Registration No. 333-112834) filed with the Commission on June 18, 2004.<BR><BR>** Incorporated by reference from the Registration Statement on Form S-1 of the Predecessor Registrant (Registration No. 333-71052), as amended, declared effective by the SEC on January 15, 2002.</FONT></P>
<FONT size=2>Item 9. Undertakings.</FONT>
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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;A.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; (2) that for the purpose of determining any liability under the Securities Act each such post-effective amendment 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; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant&#146;s 2001 Stock Incentive Plan. </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;B.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan&#146;s annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement 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. </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;C.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that 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. </FONT></P>

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<P align=center><FONT face="Times New Roman, Times, Serif" size=2>SIGNATURES </FONT></P>

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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glen Allen, State of Virginia on this 10th day of November, 2004. </FONT></P>

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<TD width="50%"><FONT face="Times New Roman, Times, Serif" size=2>SAXON CAPITAL, INC.<BR><BR><BR>By: /s/ Michael L. Sawyer<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>Name: Michael L. Sawyer<BR>Title: Chief Executive Officer and President</FONT></TD></TR>
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<P><FONT face="Times New Roman, Times, Serif" size=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. </FONT></P>

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<TR vAlign=bottom>
<TH><FONT face="Times New Roman, Times, Serif" size=2><U>Signature</U></FONT></TH>
<TH><FONT face="Times New Roman, Times, Serif" size=2><U>Capacity in which to sign</U></FONT></TH>
<TH><FONT face="Times New Roman, Times, Serif" size=2><BR><U>Date</U></FONT></TH></TR>
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<TD align=center width="34%"><FONT face="Times New Roman, Times, Serif" size=2><BR>/s/ Richard A. Kraemer<BR>Richard A. Kraemer</FONT></TD>
<TD align=center width="33%"><FONT face="Times New Roman, Times, Serif" size=2><BR>Chairman of the Board<BR>of Directors</FONT></TD>
<TD align=center width="33%"><FONT face="Times New Roman, Times, Serif" size=2><BR>November 10, 2004</FONT></TD></TR>
<TR vAlign=top>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>/s/ David D. Wesselink<BR>David D. Wesselink</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>Director</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>November 10, 2004</FONT></TD></TR>
<TR vAlign=top>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>/s/ Thomas J. Wageman<BR>Thomas J. Wageman</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>Director</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>November 10, 2004</FONT></TD></TR>
<TR vAlign=top>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>/s/ Michael L. Sawyer<BR>Michael L. Sawyer</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>Chief Executive Officer,<BR>President, and Director</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>November 10, 2004</FONT></TD></TR>
<TR vAlign=top>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>/s/ Robert B. Eastep<BR>Robert B. Eastep</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>Executive Vice President and<BR>Chief Financial Officer</FONT></TD>
<TD align=center><FONT face="Times New Roman, Times, Serif" size=2><BR>November 10, 2004</FONT></TD></TR>
</TABLE>


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<P align=left><FONT face="Times New Roman, Times, Serif" size=2>EXHIBIT INDEX </FONT></P>

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<P align=left><FONT face="Times New Roman, Times, Serif" size=2><U>Exhibit Number</U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<U> Exhibit</U> </FONT></P>

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<P><FONT size=2>Exhibit 4&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Common Stock Certificate.* </FONT></P>


<P><FONT size=2>Exhibit 5&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Opinion and consent of McKee Nelson LLP.
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<P><FONT face="Times New Roman, Times, Serif" size=2>Exhibit 23.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Deloitte &amp; Touche LLP, Independent Registered Public Accounting Firm. </FONT></P>


<P><FONT face="Times New Roman, Times, Serif" size=2>Exhibit 23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Consent of Deloitte &amp; Touche LLP, Independent Registered Public Accounting Firm. </FONT></P>


<P><FONT face="Times New Roman, Times, Serif" size=2>Exhibit 23.3&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Consent of McKee Nelson LLP is contained in Exhibit 5. </FONT></P>


<FONT size=2>Exhibit 99.1&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Registrant's 2001 Stock Incentive Plan.**</FONT>
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<P><FONT face="Times New Roman, Times, Serif" size=2>* Incorporated by reference from the Registrant's Amendment No. 3 to the Registration Statement on Form S-4 (Registration No. 333-112834) filed with the Commission on June 18, 2004.<BR><BR>** Incorporated by reference from the Registration Statement on Form S-1 of the Predecessor Registrant (Registration No. 333-71052), as amended, declared effective by the SEC on January 15, 2002. </FONT></P>

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{"company-data": {"conformed-name": "SAXON CAPITAL INC", "cik": "0001279493", "assigned-sic": "6798", "irs-number": "300228584", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-120369", "film-number": "041133849"}, "business-address": {"street1": "4860 COX RD STE. 300", "city": "GLEN ALLEN", "state": "VA", "zip": "23060", "phone": "804 967 7400"}, "mail-address": {"street1": "4860 COX RD STE. 300", "city": "GLEN ALLEN", "state": "VA", "zip": "23060"}, "former-company": {"former-conformed-name": "SAXON REIT INC", "date-changed": "20040210"}}
As filed with the Securities and Exchange
Registration No.
Commission on November 10, 2004
333-76776
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SAXON CAPITAL, INC
.
(Exact name of registrant as specified in its charter)
Maryland
30-0228584
(State or other jurisdiction
(IRS Employer Identification No.)
of incorporation)
4860 Cox Road, Suite 300
Glen Allen, Virginia
23060
(Address of principal executive offices)
(Zip Code)
SAXON CAPITAL, INC. 2001 STOCK INCENTIVE PLAN
SAXON CAPITAL, INC. 2001 EMPLOYEE STOCK PURCHASE PLAN
SCI SERVICES, INC. 401(K) PLAN
(Full title of the Plans)
Michael L. Sawyer
Chief Executive Officer and President
Saxon Capital, Inc.
4860 Cox Road, Suite 300
Glen Allen, Virginia 23060
(Name and address of agent for service)
(804) 967-7400
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be
registered
Amount to be
registered (1)
Proposed maximum
offering price per
share (2)
Proposed maximum
aggregate offering
price (2)
Amount of
registration fee
(2)
2001 Stock Incentive
Plan, common stock,
$0.01 par value
per share.
6,000,000 shares
$20.75
$56,813,500
$7,198.27
Total
6,000,000 shares
$56,813,500
$7,198.27
(1)     This Registration Statement covers, in addition to the number of shares of common stock, par value $0.01 per share (the "Common Stock"), of Saxon Capital, Inc., a Maryland corporation (the "Company" or the "Registrant"), stated above, options and other rights to purchase or acquire the shares of common stock covered by this Registration Statement, and pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the "Securities Act"), an additional indeterminate number of shares, options, and rights that may be offered or issued pursuant to the 2001 Stock Incentive Plan, as a result of one or more adjustments under the 2001 Stock Incentive Plan to prevent dilution resulting from one or more stock splits, stock dividends or similar transactions.
(2)     The registration fee with respect to 3,262,000 shares of Common Stock of Saxon Capital, Inc. under the 2001 Stock Incentive Plan has been paid with the filing of the original Registration Statement on Form S-8 (Registration No. 333-76776) on January 15, 2002. Therefore, no further registration fee is required with respect to such 3,262,000 shares of Common Stock of Saxon Capital, Inc. reserved for issuance under the Plan. With respect to 2,738,000 shares of Common Stock of Saxon Capital, Inc., also offered under the 2001 Stock Incentive Plan, the registration fee has been calculated solely for purposes of this offering under Rule 457(h) of the Securities Act on the basis of the average of the high and low prices reported on the Nasdaq National Market as of November 3, 2004. The previously registered 3,262,000 shares, together with the 2,738,000 shares being registered hereby, represent the total number of shares reserved
for issuance under the Plan.
EXPLANATORY NOTE
In September 2004, the shareholders of the predecessor Saxon Capital, Inc., a Delaware corporation (the "Predecessor Registrant"), approved its restructuring to qualify as a real estate investment trust, or REIT. The restructuring included the earlier formation of Saxon REIT, Inc. (a wholly-owned subsidiary of the Predecessor Registrant), Saxon Capital Holdings, Inc. (a wholly-owned subsidiary of Saxon REIT) and Saxon Merger Corporation (a wholly-owned subsidiary of Saxon Capital Holdings). On September 24, 2004, Saxon Merger Corporation merged with and into the Predecessor Registrant and immediately subsequent, the Predecessor Registrant, as the surviving corporation, merged with and into Saxon Capital Holdings (the "Merger"), which was part of the restructuring to allow it to qualify as a REIT. Saxon REIT, Inc. immediately following the Merger changed its name to Saxon Capital, Inc. (the
"Registrant"). The Registrant became the publicly traded, Nasdaq National Market listed, company in place of the Predecessor Registrant, and succeeded to and continues to operate, directly or indirectly, the business of the Predecessor Registrant. As a consequence of the Merger, each holder of a share of the Predecessor Registrant's common stock received one share of common stock of the Registrant and $4.00 in cash per share.
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8, Registration No. 333-76776, filed with the Securities and Exchange Commission on January 15, 2002, by the Predecessor Registrant (as amended, the "Registration Statement"), relating to the Predecessor Registrant's 2001 Stock Incentive Plan, the Predecessor Registrant's 2001 Employee Stock Purchase Plan, and the SCI Services, Inc. 401(k) Plan, is being filed by the
Registrant pursuant to Rule 414 under the Securities Act of 1933, as amended (the "Securities Act"), as the successor issuer to the Predecessor Registrant following the reorganization.
In accordance with Rule 414(d) under the Securities Act, the Registrant, as the successor issuer to the Predecessor Registrant, hereby expressly adopts the Registration Statement as its own for all purposes of the Securities Act and the Securities Exchange Act of 1934, as amended (the "1934 Act").
Deregistration of Securities
Effective September 24, 2004, the Predecessor Registrant terminated its 2001 Employee Stock Purchase Plan. As a result of the termination of the 2001 Employee Stock Purchase Plan, the Predecessor Registrant's obligations to maintain the effectiveness of the Registration Statement with respect to the 2001 Employee Stock Purchase Plan have expired. Pursuant to the undertaking contained in the Registration Statement filed on January 15, 2002, the Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister all of the shares of Common Stock registered for sale under the 2001 Employee Stock Purchase Plan that remained unsold as of the date of termination.
In addition, the Registrant has determined to deregister all of the shares of Common Stock registered under the Registration Statement
for sale under the SCI Services, Inc. 401(k) Plan.
PART I
Item 1.      Plan Information.*
Item 2.      Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Securities and Exchange Commission (the "SEC"):
(a)        The Registrant's Prospectus dated September 20, 2004, filed with the SEC pursuant to Rule 424(b) of the Securities Act (Registration No. 333-116028), which includes audited financial statements for the Predecessor Registrant's fiscal year ended December 31, 2003, and the balance sheet for the Registrant as of February 5, 2004;
(b)        The Registrant's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2004, filed with the SEC on November 9, 2004.
(c)        All other reports filed pursuant to Section 13(a) or 15(d) of the 1934 Act, since the end of the fiscal year covered by the Registrant's document referred to in (a) above, including the Registrant's Current Reports on Form 8-K, filed with the SEC on September 30, 2004, October 1, 2004, October 28, 2004, October 29, 2004, and November 8, 2004.
(d)        The Predecessor Registrant's Annual Report on Form 10-K for its fiscal year ended December 31, 2003, filed with the SEC on March 12, 2004, as amended by Form 10-K/A filed with the SEC on April 29, 2004;
(e)        The Predecessor Registrant's Quarterly Reports on Form 10-Q for its fiscal quarters ended June 30, 2004 and March 31, 2004, filed with the SEC on August 9, 2004 and May 13, 2004, respectively;
(f)        The Predecessor Registrant's Current Reports on Form 8-K filed with the SEC on January 9, 2004, January 26, 2004, January 30, 2004, February 19, 2004, April 6, 2004, April 23, 2004, June 8, 2004, July 8, 2004, July 23, 2004, July 28, 2004, August 5, 2004, September 14, 2004, and September 21, 2004; and
(g)        The description of the Registrant's outstanding Common Stock contained in the Registrant's Registration Statement on Form 8-A (No. 000-50945) filed with the SEC on September 20, 2004 (which incorporates such description from the Registrant's Proxy Statement/Prospectus filed with the SEC on August 5, 2004 pursuant to Rule 424(b)(3) relating to the Registrant's Registration Statement on Form S-4 (File No. 333-112834) filed with the SEC on February 13, 2004, as amended, which description is also incorporated herein by reference), pursuant to Section 12 of the 1934 Act, including any amendment or report filed for the purpose of updating such description.
All reports and definitive proxy or information statements filed pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein will be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement, or any subsequently filed document that is or is deemed to be incorporated in this Registration Statement by reference, modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers
The Maryland General Corporation Law permits a corporation to indemnify and advance expenses to its directors, officers, employees and agents, and permits a corporation to indemnify its present and former directors and officers, among others, against judgements, penalties, fines, settlements and reasonable expenses actually incurred by them in connection with any proceeding to which they may be made a party because of their service in those or other capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving rise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the director or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal proceeding, the director or officer had reasonable cause to believe that the act or omission was
unlawful.  Under the Maryland General Corporation Law, however, a corporation may not indemnify a director or officer in a suit by or in the right of the corporation if such director or officer has been adjudged to be liable to the corporation.
The Saxon Capital charter authorizes it, to the maximum extent permitted by Maryland law, to obligate itself to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (1) any present or former director or officer or (2) any individual who, while a director of Saxon Capital and at the request of Saxon Capital, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise from and against any claim or liability to which such person may become subject or which such person may incur because of his or her status as a present or former director or officer of Saxon Capital. The Saxon Capital charter obligates it, to the maximum extent permitted by Maryland law, to indemnify and to pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any present or former
director or officer who is made party to the proceeding because of his service in that capacity or (b) any individual who, while a director or officer of Saxon Capital and at the request of Saxon Capital, serves or has served another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, trustee, officer or partner of such corporation, real estate investment trust, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding because of his service in that capacity, against any claim or liability to which he may become subject because of such status. The Saxon Capital charter also permits Saxon Capital to indemnify and advance expenses to any person who served a predecessor of Saxon Capital in any of the capacities described above and to any employee or agent of Saxon Capital or a predecessor of Saxon Capital. The Saxon Capital charter requires Saxon Capital to
indemnify a director or officer who has been successful, on the merits or otherwise, in the defense of any proceeding to which he is made a party because of his service in that capacity. In accordance with Maryland corporate law, the Saxon Capital charter requires it, as a condition to advancing expenses, to obtain (1) a written affirmation by the director or officer of his good faith belief that he has met the standard of conduct necessary for indemnification by Saxon Capital as authorized by the Saxon Capital charter and (2) a written statement by or on his behalf to repay the amount paid or reimbursed by Saxon Capital if it shall ultimately be determined that the standard of conduct was not met.
Saxon Capital intends to enter into indemnification agreements with each of its non-employee directors. The indemnification agreements will require, among other things, that Saxon Capital indemnify such directors to the fullest extent permitted by law and advance to such directors all related expenses, subject to reimbursement if it is subsequently determined that indemnification is not permitted.
Saxon Capital has obtained a policy of insurance under which its directors and officers will be insured, subject to the limits of the policy, against certain losses arising from claims made against such directors and officers because of any acts or omissions covered under such policy in their respective capacities as directors or officers, including certain liabilities under the Securities Act of 1933, as amended. Saxon Capital has been advised that, in the opinion of the Securities and Exchange Commission, indemnifying our directors, officers, and controlling persons for liabilities arising under the Securities Act pursuant to its charter and bylaws, or otherwise, is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed with this Registration Statement on Form S-8 (numbering corresponds to Exhibit Table in Item 601 of Regulation S-K):
Description
Exhibit 4            Common Stock Certificate.*
Exhibit 5            Opinion and consent of McKee Nelson LLP.
Exhibit 23.1       Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Exhibit 23.2       Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Exhibit 23.3       Consent of McKee Nelson LLP is contained in Exhibit 5.
Exhibit 99.1       Registrant's 2001 Stock Incentive Plan.**
* Incorporated by reference from the Registrant's Amendment No. 3 to the Registration Statement on Form S-4 (Registration No. 333-112834) filed with the Commission on June 18, 2004.
** Incorporated by reference from the Registration Statement on Form S-1 of the Predecessor Registrant (Registration No. 333-71052), as amended, declared effective by the SEC on January 15, 2002.
Item 9. Undertakings.
A.        The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act, (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that clauses (1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are incorporated by reference in this Registration Statement; (2) that for the purpose of determining any liability under the Securities Act each such post-effective amendment 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; and (3) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Registrant's 2001 Stock Incentive Plan.
B.        The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is incorporated by reference in this Registration Statement 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.
C.        Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or controlling persons of the Registrant pursuant to the indemnification provisions summarized in Item 6, or otherwise, the Registrant has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable. In the event that 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Glen Allen, State of Virginia on this 10th day of November, 2004.
SAXON CAPITAL, INC.
By: /s/ Michael L. Sawyer
——————————————
Name: Michael L. Sawyer
Title: Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Signature
Capacity in which to sign
Date
/s/ Richard A. Kraemer
Richard A. Kraemer
Chairman of the Board
of Directors
November 10, 2004
/s/ David D. Wesselink
David D. Wesselink
Director
November 10, 2004
/s/ Thomas J. Wageman
Thomas J. Wageman
Director
November 10, 2004
/s/ Michael L. Sawyer
Michael L. Sawyer
Chief Executive Officer,
President, and Director
November 10, 2004
/s/ Robert B. Eastep
Robert B. Eastep
Executive Vice President and
Chief Financial Officer
November 10, 2004
EXHIBIT INDEX
Exhibit Number
Exhibit
Exhibit 4                   Common Stock Certificate.*
Exhibit 5                  Opinion and consent of McKee Nelson LLP.
Exhibit 23.1              Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Exhibit 23.2              Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm.
Exhibit 23.3               Consent of McKee Nelson LLP is contained in Exhibit 5.
Exhibit 99.1              Registrant's 2001 Stock Incentive Plan.**
* Incorporated by reference from the Registrant's Amendment No. 3 to the Registration Statement on Form S-4 (Registration No. 333-112834) filed with the Commission on June 18, 2004.
** Incorporated by reference from the Registration Statement on Form S-1 of the Predecessor Registrant (Registration No. 333-71052), as amended, declared effective by the SEC on January 15, 2002.