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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1998
REGISTRATION STATEMENT NO. 333-
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. Stock Investment Plan
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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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Title of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
to be Registered(1) Registered(1)(2) Offering Price(3) Offering Price(3) Registration Fee(3)
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Common Stock, par value $.01 275,076 $14.38 $3,955,592.88 $1,099.65
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(1) Together with an indeterminable number of additional shares which may
be necessary to adjust the number of shares reserved for issuance
pursuant to the Resource Bancshares Mortgage Group, Inc. Stock
Investment Plan, as amended by the First Amendment and the Second
Amendment (the "Plan"), as the result of any future stock split, stock
dividend or similar adjustment of the outstanding common stock, par
value $.01 per share (the "Common Stock"), of Resource Bancshares
Mortgage Group, Inc. (the "Registrant").
(2) The number of shares being registered represents the total number of
shares that have been reserved for issuance pursuant to the Plan but
that have not been issued heretofore.
(3) 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 December 8, 1998.
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INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-87536 are incorporated herein by reference. In
addition, the following information is included herein and supercedes the
contents of Registration Statement No. 33-87536.
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, 1997;
2. The Registrant's Quarterly Reports on Forms 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30,
1998;
3. The Registrant's current reports on Form 8-K dated January 15,
1998 and February 9, 1998; and
4. The description of the Registrant's Common Stock contained in
the Registrant's Form 8-A declared effective on May 26, 1993.
All documents subsequently filed by the Registrant or the Plan 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 which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be a part thereof 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. John W. Currie, a director 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 is applicable in the case of derivative actions, except that
indemnification only extends to expenses
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(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 Certificate of Incorporation
provides for indemnification of its directors, officers, employees and other
agents. 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 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
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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 or Form S-8, 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 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 December
9, 1998.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: /s/ Edward J. Sebastian
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Edward J. Sebastian, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS 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 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 dates indicated:
Signature Title Date
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/s/ Edward J. Sebastian Chairman of the Board December 9, 1998
- --------------------------- and Chief Executive Officer
Edward J. Sebastian (principal executive officer)
/s/ Steven F. Herbert Senior Executive Vice December 9, 1998
- --------------------------- President and Chief
Steven F. Herbert Financial Officer (principal
financial and accounting officer)
/s/ David W. Johnson, Jr. Vice Chairman, Director and December 9, 1998
- --------------------------- Managing Director
David W. Johnson, Jr.
/s/ John W. Currie Director December 9, 1998
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John W. Currie
/s/ John C. Baker Director December 9, 1998
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John C. Baker
/s/ Stuart M. Cable Director December 9, 1998
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Stuart M. Cable
/s/ Boyd M. Guttery Director December 9, 1998
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Boyd M. Guttery
/s/ Robin C. Kelton Director December 9, 1998
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Robin C. Kelton
/s/ John O. Wolcott Director December 9, 1998
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John O. Wolcott
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EXHIBIT INDEX
Exhibit Sequential
Number Description of Document Page No.
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*4.1(a) Resource Bancshares Mortgage Group, Inc.
Stock Investment Plan incorporated by reference
to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-8 (File No. 33-87536)
*4.1(b) First Amendment to the Resource
Bancshares Mortgage Group, Inc.
Stock Investment Plan incorporated by
reference to Exhibit 10.27 of the
Registrant's Annual Report on Form 10-K
For the year ended December 31, 1994
4.1(c) Second Amendment to the Resource
Bancshares Mortgage Group, Inc. Stock
Investment Plan.................................................7
*4.2(a) Restated Certificate of Incorporation of
the Registrant incorporated by reference to
Exhibit 3.3 of the Registrant's Registration
Statement on Form S-1 (File No. 33-53980)
*4.2(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
*4.2(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
*4.3 Amended and Restated Bylaws of the Registrant,
incorporated by reference to Exhibit 3.4 of the
Registrant's Registration Statement on Form S-1
(File No. 33-53980)
5 Opinion of McNair Law Firm, P.A................................14
23(a) Consent of McNair Law Firm, P.A. (included in Exhibit 5)
23(b) Consent of Independent Accountants.............................15
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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