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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Resource Bancshares Mortgage Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 57-0962375
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7909 Parklane Road, Columbia, South Carolina 29223
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(Address of principal executive offices) (Zip code)
Stock Option Agreement between Resource Bancshares
Mortgage Group, Inc. and David W. Johnson, Jr.
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(Full title of the plan)
Jordan D. Dorchuck
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, South Carolina 29223
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(Name and address of agent for service)
(803) 741-3000
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Telephone number, including area code, of agent for service
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CALCULATION OF REGISTRATION FEE
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Title of each Proposed maximum Proposed maximum Amount of
class of securities Amount to be offering price aggregate offering registration
to be registered registered(1)(2) per share(3) price fee
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Common stock, par
value $.01 per share 450,655 shares $5.82 $2,622,812.10 $655.70
(1) Each share of common stock includes one preferred stock purchase right.
(2) Together with an indeterminable number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the agreement as the result of any future stock split,
stock dividend or similar adjustment of the registrant's outstanding
common stock.
(3) Calculated pursuant to Rule 457(h)(1) under the Securities Act of 1933,
as amended, based on the exercise price ($5.82 per share) at which the
options outstanding under the agreement may be exercised.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The registrant hereby incorporates by reference in this registration
statement the following documents:
(a) The registrant's annual report on Form 10-K for the
year ended December 31, 1999.
(b) The registrant's current report on Form 8-K dated
March 23, 2000.
(c) The registrant's quarterly reports on Form 10-Q for
the quarterly periods ended March 31, June 30, and September 30, 2000.
(d) The description of the registrant's common stock, par
value $.01 per share, set forth in the registrant's registration statement on
Form 8-A dated May 18, 1993, including any amendment or report filed to update
such description.
(e) The description of the registrant's preferred stock
purchase rights set forth in the registrant's registration statement on Form 8-A
filed as of February 9, 1998, including any amendment or report filed to update
such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment to this registration statement 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 in this registration statement and to be a part hereof from the date
of filing of such documents.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the common stock of the registrant offered hereby will
be passed on for the registrant by McNair Law Firm, P.A., Columbia, South
Carolina. Certain members of that firm are stockholders of the registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify directors and officers as well as other employees and
individuals against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred in connection with
specified actions, suits or proceedings, whether civil, criminal, administrative
or investigative (other than an action by or in the right of the corporation - a
"derivative action"), if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. A similar standard is
applicable in the case of derivative actions, except that indemnification only
extends to expenses (including attorneys' fees) actually and reasonably incurred
in connection with defense or settlement of such action or suit, and the statute
requires court approval before there can be any indemnification where the person
seeking indemnification has been found liable to the corporation. The statute
provides that it is not exclusive of other indemnification that may be granted
by a corporation's bylaws, disinterested director vote, stockholder vote,
agreement or otherwise.
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Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (1) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (2) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (3) for
payments of unlawful dividends or unlawful stock repurchases or redemptions or
(4) for any transaction from which the director derived an improper personal
benefit. Article SEVENTH of the registrant's Restated Certificate of
Incorporation, as amended, provides for indemnification of the registrant's
directors, officers, employees and other agents. Section 8 of Article V of the
registrant's Amended and Restated Bylaws, as amended, contains provisions for
indemnification of the registrant's officers and directors.
Article SEVENTH of the registrant's Certificate of Incorporation also
provides that a director of the registrant shall not be personally liable to the
registrant or its stockholders for monetary damages for beach of a fiduciary
duty as a director except to the extent such exemption from liability or
limitation thereof is not permitted by the Delaware General Corporation Law.
In addition, the registrant has entered into Indemnity Agreements with
its directors and certain other persons who are officers, employees or agents of
the registrant or who are serving at the request of the registrant as a
director, officer, employee or agent of another entity. Generally, the
agreements provide for the indemnification of such persons against expenses
(including attorneys' fees), losses, damages, liabilities, judgments, fines and
amounts paid in settlement actually and reasonably incurred because of any claim
or claims made against them by reason of the fact that they are or were serving
in such capacities.
The registrant also provides liability insurance for its directors and
officers which provides coverage against loss from claims made against such
persons in their capacities as such including liabilities under the Securities
Act of 1933, as amended.
ITEM 8. EXHIBITS
See Exhibit Index.
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:
(A) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(B) to reflect in the prospectus any facts or
events arising after the effective date of the 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 the
registration statement; and
(C) to include any material information with
respect to the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
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PROVIDED, HOWEVER, that paragraphs (a)(1)(A) and (a)(1)(B) do 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
Securities and Exchange Commission by the registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(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 offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Charlotte, State of North Carolina, on February
1, 2001.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: /s/ Douglas K. Freeman
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Douglas K. Freeman, Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Douglas K. Freeman and Steven F. Herbert,
and each of them acting individually, as his attorneys-in-fact, each with full
power of substitution, for him in any and all capacities, to sign any and all
amendments to this registration statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by our said attorney to any and all amendments to said registration
statement.
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/ Douglas K. Freeman Chief Executive Officer February 1, 2001
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Douglas K. Freeman (principal executive officer)
/s/ Steven F. Herbert Chief Financial Executive February 1, 2001
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Steven F. Herbert accounting officer)
/s/ Stuart M. Cable Director February 1, 2001
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Stuart M. Cable
/s/ Roger O. Goldman Director February 1, 2001
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Roger O. Goldman
/s/ Boyd M. Guttery Director February 1, 2001
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Boyd M. Guttery
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/s/ David W. Johnson, Jr. Director February 1, 2001
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David W. Johnson, Jr.
/s/ Robin C. Kelton Director February 1, 2001
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Robin C. Kelton
/s/ Joel A. Smith, III Director February 1, 2001
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Joel A. Smith, III
Director
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John O. Wolcott
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EXHIBIT INDEX
Exhibit
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4.1(a) Restated Certificate of Incorporation of the registrant
(incorporated by reference to Exhibit 3.3 of the
registrant's registration statement No. 33-53980)
4.1(b) Certificate of Amendment of the Certificate of Incorporation
of the registrant (incorporated by reference to Exhibit 3.2 of
the registrant's annual report on Form 10-K for the year ended
December 31, 1997)
4.1(c) Certificate of Designation of the Preferred Stock of the
registrant (incorporated by reference to Exhibit 4.1 of the
registrant's registration statement on Form 8-A filed as of
February 9, 1998)
4.2 Amended and Restated Bylaws of the registrant as amended
through November 8, 2000 (filed herewith)
4.3 Specimen certificate for the registrant's common stock, par
value $.01 per share (incorporated by reference to Exhibit 4.1
of the registrant's registration statement No. 33-53980)
4.4 Rights Agreement dated as of February 6, 1998 between the
registrant and First Chicago Trust Company of New York
(incorporated by reference to Exhibit 4.1 of the registrant's
registration statement on Form 8-A filed as of
February 9, 1998)
5 Opinion of McNair Law Firm, P.A. regarding legality (filed
herewith)
23.1 Consent of PricewaterhouseCoopers LLP (filed herewith)
23.2 Consent of McNair Law Firm, P.A. (included in Exhibit 5)
24 Powers of Attorney (included as part of the signature page of
this registration statement)
99 Reoffer Prospectus