-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BbmHJ8krZb5AJdr5ytHY1tSy1xcJk0mamcP+9ofQCtVX7DpYt5g5AeHsBuEEseov kItksdiEEKVbl31FSNFqQQ== 0000916641-01-000211.txt : 20010224 0000916641-01-000211.hdr.sgml : 20010224 ACCESSION NUMBER: 0000916641-01-000211 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010220 EFFECTIVENESS DATE: 20010220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FRIEDMAN BILLINGS RAMSEY GROUP INC CENTRAL INDEX KEY: 0001048750 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 541837743 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-55936 FILM NUMBER: 1550664 BUSINESS ADDRESS: STREET 1: 1001 19TH STREET N CITY: ARLINGTON STATE: VA ZIP: 22209 BUSINESS PHONE: 7033129500 MAIL ADDRESS: STREET 1: 1001 NINETEENTH ST N CITY: ARLINGTON STATE: VA ZIP: 22209 S-8 1 0001.txt FBR STOCK AND ANNUAL INCENTIVE PLAN SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ________________ FORM S-8 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 Friedman, Billings, Ramsey Group, Inc. (Exact Name of Registrant as Specified in its Charter) Virginia 541837743 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification Number) 1001 19th Street N. 22209 Arlington, Virginia (Zip Code) (Address of Principal Executive Offices) FBR Stock and Annual Incentive Plan (Full Title of the Plan) William J. Ginivan, Esq. Senior Vice President and Chief Legal Officer Friedman, Billings, Ramsey Group, Inc. 1001 19th Street N. Arlington, Virginia 22209 (Name and Address of Agent for Service) (703) 469-1040 (Telephone Number, Including Area Code, of Agent for Service)
- ------------------------------------------------------------------------------------------------------------------------------ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------------------ Proposed Maximum Proposed Maximum Title of Securities Amount to be Registered Offering Price Per Share Aggregate Offering Price Amount of Registration to be Registered Fee - ------------------------------------------------------------------------------------------------------------------------------ Class A Common Stock, par value $.01 per 9,900,000 (1) $6.375 (2) $63,112,500(2) $15,778.13 share - ------------------------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a), this Registration Statement also registers such number of additional securities that may be offered pursuant to the terms of the FBR Stock and Annual Incentive Plan which provides for a change in the amount or type of securities being offered or issued to prevent dilution as a result of stock splits, stock dividends or similar transactions. (2) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based upon the average of the high and low prices of the Common Stock on the New York Stock Exchange on February 16, 2001, which was $6.375. EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed by Friedman, Billings, Ramsey Group, Inc., a Virginia corporation (the "Registrant"), relating to an additional 9,900,000 shares of the Registrant's Class A Common Stock, par value $.01 per share (the "Common Stock"), which may be offered and sold pursuant to the FBR Stock and Annual Incentive Plan (the "Plan"). The contents of the Registration Statement on Form S-8 filed by the Registrant on February 7,2000, file number 333-96295 (registering the offer and sale of 5,000,000 shares of Common Stock pursuant to the Plan), are incorporated by reference. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents of the Registrant heretofore filed with the Securities and Exchange Commission (the "Commission") are hereby incorporated in this Registration Statement by reference: (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1999, filed on March 29, 2000; (2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 2000, June 30, 2000 and September 30, 2000; (3) The Registrant's Current Reports on Form 8-K filed January 18, 2000, January 31, 2000, April 20, 2000, August 3, 2000, October 27, 2000, November 2, 2000, January 30, 2001, February 6, 2001 and February 13, 2001; (4) The description of the Common Stock contained in the Registrant's Registration Statement on Form 8-A filed on December 19, 1997, including any amendments to such Registration Statement hereafter filed; and (5) All reports and other documents filed by the Registrant since the end of the fiscal year covered by the Registrant's document referred to in paragraph (1) above pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to the filing of a post-effective amendment which indicates that all securities offered hereunder have been sold or which deregisters all such 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 reports and documents. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such earlier statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. 2 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 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 Arlington, Virginia, on this 15th day of February, 2001. Friedman, Billings, Ramsey Group, Inc. By: /s/ Emanuel J. Friedman ----------------------- Emanuel J. Friedman Chairman and Co-Chief Executive Officer KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Emanuel J. Friedman and Robert S. Smith his true and lawful attorney-in-fact and agent, with full power of substitution, for him in his name, and in any and all capacities, to sign all amendments (including post-effective amendments) to the Registration Statement to which this power of attorney is attached, and to file all such amendments, and all exhibits to them and other documents to be filed in connection with them, with the Securities and Exchange Commission. 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 --------- ----- ---- /s/ Emanuel J. Friedman Director, Chairman and February 15, 2001 - ---------------------------- Co-Chief Executive Officer Emanuel J. Friedman (Principal Executive Officer) /s/ Eric F. Billings Director, Vice Chairman and February 15, 2001 - ---------------------------- Co-Chief Executive Officer Eric F. Billings (Principal Executive Officer) /s/ W. Russell Ramsey Director, President and February 15, 2001 - ---------------------------- Co-Chief Executive Officer W. Russell Ramsey (Principal Executive Officer) /s/ Wallace L. Timmeny Director February 15, 2001 - ---------------------------- Wallace L. Timmeny /s/ Mark R. Warner Director February 15, 2001 - ---------------------------- Mark R. Warner /s/ Daniel J. Altobello Director February 15, 2001 - ---------------------------- Daniel J. Altobello /s/ Kurt R. Harrington Chief Financial Officer and Treasurer February 15, 2001 - ---------------------------- (Principal Financial Officer and Kurt R. Harrington Principal Accounting Officer)
3 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 5 Opinion of McGuireWoods LLP 23.1 Consent of Arthur Andersen LLP 23.2 Consent of McGuireWoods LLP (filed as part of Exhibit 5) 24 Power of Attorney (included on signature page) 4 EX-5 2 0002.txt OPINION OF MCGUIREWOODS LLP EXHIBIT 5 February 15, 2001 The Board of Directors Friedman, Billings, Ramsey Group, Inc. 1001 19th Street N. Arlington, VA 22209 RE: Registration Statement on Form S-8 Dear Sirs: We refer to the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"), on behalf of Friedman, Billings, Ramsey Group, Inc. (the "Company"), relating to 9,900,000 shares of the Company's Class A Common Stock, par value $.01 per share (the "Shares"), to be offered and sold pursuant to the FBR Stock and Annual Incentive Plan (the "Plan"). We have examined copies, certified or otherwise identified to our satisfaction, of the Plan and such corporate records and other documents as we have considered necessary or appropriate for the purposes of this opinion and have made such inquiries of officers and representatives of the Company as to factual matters as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we advise you that in our opinion all necessary corporate proceedings by the Company to authorize such issuance have been duly taken and that the Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the terms of the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. This consent is not to be construed as an admission that we are persons whose consent is to be filed with the Registration Statement under the provisions of the Securities Act. Very truly yours, /s/ McGuireWoods LLP -------------------- EX-23.1 3 0003.txt CONSENT OF ARTHUR ANDERSON LLP EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement of our report dated January 26, 2000 included in Friedman, Billings, Ramsey Group, Inc.'s Form 10-K for the year ended December 31, 1999 and to all references to our Firm included in this Form S-8 Registration Statement. /s/ Arthur Andersen L.L.P. -------------------------- Vienna, Virginia February 16, 2001 -----END PRIVACY-ENHANCED MESSAGE-----