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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 (I.R.S. Employer
of incorporation or organization) Identification No.)
7909 Parklane Road, Columbia, South Carolina 29223
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(Address of principal executive offices) (Zip code)
Employment Agreement between Resource Bancshares
Mortgage Group, Inc. and Lee E. Shelton
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(Full title of the plan)
Edward J. Sebastian
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, South Carolina 29223
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (803) 741-3000
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered(1) share(2) price fee
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Common stock, par
value $.01 per share 43,286 shares $14.19 $614,228.34 $186.13
(1) Together with an indeterminable number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
such plan as the result of any future stock split, stock dividend or
similar adjustment of the registrant's outstanding common stock.
(2) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
on the average of the high and low prices of Resource Bancshares Mortgage
Group, Inc. common stock as reported on the Nasdaq National Market System
on April 17, 1997.
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PART I: INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement in accordance with the
Note to Part I of Form S-8.
Explanatory Note: Pursuant to General Instruction C of Form S-8, this
registration statement contains as an exhibit a prospectus meeting the
requirements of Part I of Form S-3 relating to reoffers and resales of shares of
common stock, par value $.01 per share, of the registrant that have been
acquired by Lee E. Shelton pursuant to an employment agreement between Mr.
Shelton and the registrant.
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, 1996.
(b) The registrant's current report on Form 8-K dated April 21, 1997.
(c) 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.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
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
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of
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another corporation, partnership, joint venture, trust or other enterprise,
against expenses (including attorneys' fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
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 his conduct was unlawful.
Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Subsection (c) of Section 145 provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Other subsections of Section 145: (i) provide that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; (ii) provide that indemnification
provided for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and (iii) empower the corporation to purchase and
maintain insurance on behalf of a director, officer, employee or agent of the
corporation, or any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145. Paragraph (c) of
Article Seventh of the registrant's Restated Certificate of Incorporation
contains a parallel provision.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a
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provision eliminating or limiting the personal liability of a director to a
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (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) under Section 174 of the General Corporation Law of the State of Delaware
or (iv) for any transaction from which the director derived an improper personal
benefit. Paragraph (a) of Article Seventh of the registrant's Restated
Certificate of Incorporation eliminates the personal liability of the
registrant's directors for monetary damages for breach of fiduciary duty except
to the extent that such elimination of liability is not permitted under Delaware
corporate law.
Paragraph (b) of Article Seventh of the registrant's Restated Certificate
of Incorporation provides for indemnification of its directors, officers,
employees and other agents.
The registrant also maintains liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
The shares of the registrant's common stock to be registered for reoffer or
resale pursuant to this registration statement were issued to Lee E. Shelton in
transactions exempt from registration under the Securities Act of 1933, as
amended, pursuant to Section 4(2) of such Act. The shares were issued to Mr.
Shelton pursuant to the terms of an employment agreement between Mr. Shelton and
the registrant, and when he acquired the shares, Mr. Shelton was the Vice
Chairman and a director of the registrant.
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
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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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the
registration statement is on Form S-3 or S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
periodic reports filed 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, 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
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 April 21, 1997.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: /s/ Edward J. Sebastian
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Edward J. Sebastian, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Edward J. Sebastian and David W. Johnson,
Jr., 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/ Edward J. Sebastian Director, Chairman April 21, 1997
- ------------------------------ and Chief Executive
Edward J. Sebastian Officer (principal
executive officer)
/s/ Steven F. Herbert Senior Executive Vice April 21, 1997
- ------------------------------ President and Chief
Steven F. Herbert Financial Officer
(principal financial
and accounting officer)
/s/ John C. Baker Director April 21, 1997
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John C. Baker
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Director
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Stuart M. Cable
/s/ John W. Currie Director and April 21, 1997
- ------------------------------ Secretary
John W. Currie
Director
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Boyd M. Guttery
/s/ David W. Johnson, Jr. Director April 21, 1997
- ------------------------------ and Vice Chairman
David W. Johnson, Jr.
/s/ John O. Wolcott Director April 21, 1997
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John O. Wolcott
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EXHIBIT INDEX
Exhibit
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4.1 Restated Certificate of Incorporation of the registrant,
incorporated by reference to Exhibit 3.3 of the registrant's
Registration No. 33-53980
4.2 Amended and Restated Bylaws of the registrant, incorporated
by reference to Exhibit 3.4 of the registrant's Registration
No. 33-53980
4.3 Form of Certificate evidencing shares of the registrant's
common stock, par value $.01 per share, incorporated by
reference to Exhibit 3.3 of the registrant's Registration
No. 33-53980
23 Consent of Price Waterhouse LLP
24 Power of Attorney (included as part of the signature page of
this registration statement)
99 Reoffer Prospectus