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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 25, 2001
REGISTRATION STATEMENT NO. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
Resource Bancshares Mortgage Group, Inc. Outside Directors' Stock Option Plan
Amended and Restated Resource Bancshares Mortgage Group, Inc.
Omnibus Stock Award Plan
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(Full title of the plan)
Douglas K. Freeman
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 Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered(1) Registered(1)(2) Offering Price Per Aggregate Offering Registration Fee
Share Price
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Common Stock, par value 141,162(3) $5.85(4) $825,797.70 $206.45
$.01 per share
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Common Stock, par value 758,838(5) $7.28(6) $5,524,340.64 $1,381.09
$.01 per share
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Total 900,000 $1,587.54
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(1) Each share of the common stock, par value $.01 per share (the "Common
Stock"), of Resource Bancshares Mortgage Group, Inc. (the "Registrant")
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 plans, as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Common Stock.
(3) Represents 42,000 shares reserved for issuance under previously awarded
option grants at $4.00 per share, 42,000 shares reserved for issuance
under previously awarded option grants at $5.19 per share and 57,162
shares reserved for issuance under previously awarded option grants at
$7.70 per share under the Resource Bancshares Mortgage Group, Inc.
Outside Directors' Stock Option Plan (the "Outside Directors' Plan").
(4) Represents the average per share exercise price of options previously
awarded under the Outside Directors' Plan.
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(5) Represents 258,838 shares reserved for issuance pursuant to future
grants under the Outside Directors' Plan and 500,000 shares reserved
for issuance pursuant to future grants under the Amended and Restated
Resource Bancshares Mortgage Group, Inc. Omnibus Stock Award Plan, as
amended (the "Omnibus Plan").
(6) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the
average of the high and low prices for the Common Stock as reported on
The Nasdaq National Market on June 20, 2001.
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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:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000.
2. The Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2001.
3. The description of the Registrant's Common Stock 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.
4. 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 or 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 4. Description of Securities
Not applicable.
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. John W. Currie, the Secretary of the Registrant, is a member of that
firm. In addition, Mr. Currie and other members of that firm are stockholders of
the Registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware 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
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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.
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 (i) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) for
payments of unlawful dividends or unlawful stock repurchases or redemptions or
(iv) 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 its 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
each of 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 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
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 of 1933;
(ii) 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; or
(iii) 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.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8 or Form F-3, and 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 Securities Exchange Act of 1934 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.
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 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.
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
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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 Columbia, State of South Carolina, on June 25,
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 PERSONS 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 attorney-in-fact, each with
the 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 date indicated:
Signature Title Date
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/s/ Douglas K. Freeman Chief Executive Officer and June 25, 2001
- ------------------------- Director (principal executive
Douglas K. Freeman officer)
/s/ Steven F. Herbert Chief Financial Executive (principal June 25, 2001
- ------------------------- financial and accounting officer)
Steven F. Herbert
/s/ Stuart M. Cable Director June 25, 2001
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Stuart M. Cable
/s/ Roger O. Goldman Director June 25, 2001
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Roger O. Goldman
/s/ Boyd M. Guttery Director June 25, 2001
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Boyd M. Guttery
Director June __, 2001
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David W. Johnson, Jr.
Director June __, 2001
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Robin C. Kelton
/s/ Joel A. Smith, III Director June 25, 2001
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Joel A. Smith, III
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Document Page No.
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*4.1 Resource Bancshares Mortgage Group, Inc.
Outside Directors' Stock Option Plan incorporated
by reference to Exhibit 10.32 of the Registrant's
Annual Report on Form 10-K for the year ended
December 31, 2000
*4.2(a) Amended and Restated Resource Bancshares
Mortgage Group, Inc. Omnibus Stock Award Plan
incorporated by reference to Exhibit 99.1 to the
Registrant's Registration Statement No. 333-29245
*4.2(b) First Amendment to Amended and Restated Resource
Bancshares Mortgage Group, Inc. Omnibus Stock
Award Plan incorporated by reference to Exhibit 10.44
to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998
*4.2(c) Second Amendment to Amended and Restated Resource
Bancshares Mortgage Group, Inc. Omnibus Stock
Award Plan incorporated by reference to Exhibit
10.37 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1998
*4.2(d) Third Amendment to Amended and Restated Resource
Bancshares Mortgage Group, Inc. Omnibus Stock
Award Plan incorporated by reference to Exhibit
10.20(D) to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2000
*4.3(a) Restated Certificate of Incorporation of
the Registrant incorporated by reference to
Exhibit 3.3 of the Registrant's Registration
Statement No. 33-53980
*4.3(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
*4.3(c) Certificate of Designation of the Preferred Stock of the
Registrant incorporated by reference to Exhibit 4.1 of the
Registrant's Form 8-A filed on February 8, 1998
*4.4 Amended and Restated Bylaws of the Registrant,
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as amended through November 8, 2000, incorporated by reference
to Exhibit 4.2 of the Registrant's Registration Statement No.
333-55054
*4.5 Specimen certificate for shares of the Registrant's common
stock, par value $.01 per share, incorporated by reference to
Exhibit 4.1 of the Registrant's Registration No. 33-53980
*4.6 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 to the Registrant's
registration statement on Form 8-A filed as of February 9,
1998
5 Opinion of McNair Law Firm, P.A....................................10
23(a) Consent of McNair Law Firm, P.A. (included in Exhibit 5)
23(b) Consent of Ernst & Young LLP.......................................11
23(c) Consent of PricewaterhouseCoopers LLP..............................12
24 Power of Attorney (included as part of the signature page)
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* Incorporated by reference, all other Exhibits are filed herewith.
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