-----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, A22nEX7/fXVxN009iXd9l8V/rVa2wJ0RkwTZ0C6LQFKkpoyq2OfcHnBSckPhNA4w vDmthAB6wpe/uHytLBbdeQ== 0001048750-01-500016.txt : 20010628 0001048750-01-500016.hdr.sgml : 20010627 ACCESSION NUMBER: 0001048750-01-500016 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010626 EFFECTIVENESS DATE: 20010626 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: 333-63906 FILM NUMBER: 1668132 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 s82001.txt FBR STOCK PURCHASE AND LOAN 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 Purchase and Loan 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 Offering Price Per Aggregate Offering Amount of to be Registered Registered Share Price Registration Fee - ----------------------- --------------------- -------------------- --------------------- -------------------- - ----------------------- --------------------- -------------------- --------------------- -------------------- Class A Common Stock, par value $.01 per 2,000,000 $5.76 (1) $11,520,000 (1) $2,880 share - ----------------------- --------------------- -------------------- --------------------- --------------------
(1) 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 June 19, 2001, which was $5.76. 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 2,000,000 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 Purchase and Loan Plan (the "Plan"). PART I INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS Item 1. Plan Information. Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8. Item 2. Registrant Information and Employee Plan Annual Information. Not filed as part of this Registration Statement pursuant to Note to Part 1 of Form S-8. 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, 2000, filed on April 2, 2001; (2) The Registrant's Current Report on Form 8-K filed April 27, 2001; (3) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, filed on May 15, 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. Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a Virginia corporation to indemnify any director or officer for reasonable expenses incurred in any legal proceeding in advance of final disposition of the proceeding, if the director or officer furnishes the corporation a written statement of his good faith belief that he has met the standard of conduct prescribed by the Code, and a determination is made by the board of directors that the facts then known would not preclude indemnification. In a proceeding by or in the right of the corporation, no indemnification may be made in respect of any matter as to which an officer or director is adjudged to be liable to the corporation, except that a court may order indemnification to the extent of the director's or officer's reasonable expenses if it determines that, considering all the relevant circumstances, the director is entitled to indemnification even though he or she was adjudged liable to the corporation. In any other proceeding, no indemnification shall be made if the director or officer is adjudged liable on the basis that personal benefit was improperly received by him. Corporations are given the power to make any other or further indemnity, including advance of expenses, to any director or officer that may be authorized by the articles of incorporation or by any bylaw made by the shareholders, or any resolution adopted, before or after the event, by the shareholders, except an indemnity against willful misconduct or a knowing violation of the criminal law. Unless limited by its articles of incorporation, indemnification of a director or officer is mandatory when he or she entirely prevails in the defense of any proceeding to which he or she is a party because he or she is or was a director or officer. The Articles of Incorporation of the undersigned Registrant contain provisions indemnifying the directors and officers of the Registrant to the full extent permitted by Virginia law. In addition, the Articles of Incorporation of the Registrant eliminate the personal liability of the Registrant's directors and officers to the Registrant or its shareholders for monetary damages to the full extent permitted by Virginia law. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See Exhibit Index following signatures. Item 9. Undertakings. (1) The undersigned Registrant hereby undertakes: (a) 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, as amended (the "Securities Act"); (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (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)(a)(i) and (1)(a)(ii) of this section 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 Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement. (b) 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. (c) 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. (2) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (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. (3) Insofar as indemnification for liabilities arising under the Securities Act 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 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. 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 25th day of June, 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 Director, Chairman and June 25, 2001 /s/ Emanuel J. Friedman Co-Chief Executive Officer - ----------------------- Emanuel J. Friedman (Principal Executive Officer) Director, Vice Chairman and June 25, 2001 /s/ Eric F. Billings Co-Chief Executive Officer - -------------------- Eric F. Billings (Principal Executive Officer) Director, President and June 25, 2001 /s/ W. Russell Ramsey Co-Chief Executive Officer - --------------------- W. Russell Ramsey (Principal Executive Officer) Director June 25, 2001 /s/ Mark R. Warner - ------------------ Mark R. Warner Director June 25, 2001 /s/ Daniel J. Altobello - ----------------------- Daniel J. Altobello Chief Financial Officer and Treasurer June 25, 2001 /s/ Kurt R. Harrington (Principal Financial Officer and - ---------------------- Principal Accounting Officer) Kurt R. Harrington EXHIBIT INDEX Exhibit Description Number 5 Opinion of William J. Ginivan, Esq. 23.1 Consent of Arthur Andersen LLP 23.2 Consent of William J. Ginivan, Esq. (filed as part of Exhibit 5) 24 Power of Attorney (included on signature page) EX-5 2 ex5final.txt OPINION OF WILLIAM J. GINIVAN, ESQ. EXHIBIT 5 June 25, 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: I 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 2,000,000 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 Purchase and Loan Plan (the "Plan"). I have examined copies, certified or otherwise identified to our satisfaction, of the Plan and such corporate records and other documents as I 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 I have considered relevant and necessary as a basis for this opinion. Based on the foregoing and to the extent the shares are to be issued by the Company pursuant to the Plan, I advise you that in my opinion all necessary corporate proceedings by the Company to authorize such issuance has 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 duly authorized, validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ William J. Ginivan, Esq. William J. Ginivan, Esq. Senior Vice President and Chief Legal Officer Friedman, Billings, Ramsey Group, Inc. EX-23 3 ex23final.txt CONSENT OF ARTHUR ANDERSEN 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 30, 2001 included in Friedman, Billings, Ramsey Group, Inc.'s Form 10-K for the year ended December 31, 2000 and to all references to our Firm included in this Form S-8 Registration Statement. /s/ Arthur Andersen LLP Vienna, Virginia June 25, 2001 -----END PRIVACY-ENHANCED MESSAGE-----