-----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, IYHWU6/Bjhuw/kkFKGMZiBzHhJTaz7LtaKfKrOVnuR1bZ3B1EIL6cMmcOCbapg6c X143kwGnRV7SsBdYeGFHRw== 0000950144-98-000357.txt : 19980116 0000950144-98-000357.hdr.sgml : 19980116 ACCESSION NUMBER: 0000950144-98-000357 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980115 EFFECTIVENESS DATE: 19980115 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: RESOURCE BANCSHARES MORTGAGE GROUP INC CENTRAL INDEX KEY: 0000893817 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 570962375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-44289 FILM NUMBER: 98507345 BUSINESS ADDRESS: STREET 1: 7909 PARKLANE ROAD SUITE 150 CITY: COLUMBIA STATE: SC ZIP: 29223 BUSINESS PHONE: 8037413000 MAIL ADDRESS: STREET 1: 7909 PARKLANE RD SUITE 150 STREET 2: 7909 PARKLANE RD SUITE 150 CITY: COLUMBI STATE: SC ZIP: 29223 S-8 1 RESOURCE BANCSHARES MORTGAGE S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 14, 1998 Registration No. 333-______________ SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Resource Bancshares Mortgage Group, Inc. ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 57-0962375 ------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 7909 Parklane Road, Columbia, South Carolina 29223 ---------------------------------------------------------------- (Address of principal executive offices) (Zip code) Amended and Restated Resource Bancshares Mortgage Group, Inc. Omnibus Stock Award Plan Resource Bancshares Mortgage Group, Inc. Formula Stock Option Plan ------------------------------------------------------------------ (Full titles of the plans) Edward J. Sebastian Resource Bancshares Mortgage Group, Inc. 7909 Parklane Road Columbia, South Carolina 29223 ------------------------------------------------------------------ (Name and address of agent for service) Telephone number, including area code, of agent for service: (803) 741-3000
- --------------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering price per aggregate offering registration to be registered registered(1) share price fee - --------------------------------------------------------------------------------------------------------------------- Common stock, par value $.01 per share 520,249 shares(2) $17.00(3) $8,844,233.00 $2,609.05
(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 plans as the result of any future stock split, stock dividend or similar adjustment of the registrant's outstanding common stock. (2) The number of shares being registered represents the total number of shares that have been reserved for issuance pursuant to the Amended and Restated Resource Bancshares, Inc. Omnibus Stock Award Plan and the Resource Bancshares Mortgage Group, Inc. Formula Stock Option Plan but that have not been registered heretofore. (3) 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 Stock Market on January 12, 1998. 2 INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT Pursuant to General Instruction E of Form S-8, the contents of Registration Statement No. 333-25885 are incorporated herein by reference. In addition, the following information is included herein and supersedes the contents of Registration Statement No. 333-25885: 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 quarterly reports on Form 10-Q for the quarters ended March 31, 1997, June 30, 1997 and September 30, 1997. (c) The registrant's current report on Form 8-K dated April 18, 1997, filed with the Securities and Exchange Commission on April 21, 1997. (d) 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 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 and the secretary of the registrant, is a member of that firm. Mr. Currie and other members of that firm are stockholders of the registrant. 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 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. 1 3 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, as amended, 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 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, as amended, 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, as amended, 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 2 4 their capacity as such, including liabilities under the Securities Act of 1933, as amended. Section 6.04(a) of an agreement of merger (the "Merger Agreement") dated as of April 18, 1997 among the registrant, Resource Bancshares Corporation, a South Carolina corporation, and RBC Merger Sub, Inc., a South Carolina corporation, provides that for six years after the effective time of the merger (the "Effective Time"), the registrant may not amend, repeal, or otherwise modify the indemnification provisions of its Certificate of Incorporation or Bylaws in any manner that would adversely affect the rights thereunder of individuals who at or at any time prior to the Effective Time were directors, officers, employees, fiduciaries or agents of the registrant. The Effective Time occurred on December 31, 1997. In addition, Section 6.04(d) of the Merger Agreement requires the registrant to indemnify each of its current and former directors and officers determined as of the Effective Time (each, an "Indemnified Party") in connection with claims arising out of or pertaining to matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, to the fullest extent that the registrant would have been permitted under Delaware law and its charter documents as in effect on the date of the Merger Agreement to indemnify such Indemnified Parties. Section 6.04(d) also provides for the registrant to advance expenses as incurred to the fullest extent permitted under applicable law, so long as the Indemnified Party to whom expenses are advanced provides an undertaking to repay such advances if it is ultimately determined pursuant to a final, nonappealable judgment by a court of competent jurisdiction that the Indemnified Party is not entitled to indemnification. To the extent that Section 6.04(d) of the Merger Agreement does not serve to indemnify any Indemnified Party, Section 6.04(e) of the Merger Agreement requires the registrant, for six years after the date of the Merger Agreement, to indemnify each Indemnified Party in connection with the transactions contemplated by the Merger Agreement; provided that the registrant is not required to indemnify any Indemnified Party pursuant to Section 6.04(e) if it is determined that the Indemnified Party acted in bad faith and not in a manner that the Indemnified Party believed to be in or not opposed to the best interests of the registrant. 3 5 ITEM 8. EXHIBITS. Exhibit No. ----------- 4.1 Restated Certificate of Incorporation of the registrant (incorporated by reference to Exhibit 3.3 of the registrant's Registration Statement No. 33-53980) 4.2 Certificate of Amendment of Certificate of Incorporation of the registrant (filed herewith) 4.3 Amended and Restated Bylaws of the registrant (incorporated by reference to Exhibit 3.4 of the registrant's Registration Statement No. 33-53980) 4.4 Form of certificate evidencing shares of the registrant's common stock, par value $.01 per share (incorporated by reference to Exhibit 4.1 of the registrant's Registration Statement No. 33-53980) 4.5 Amended and Restated Resource Bancshares Mortgage Group, Inc. Omnibus Stock Award Plan (incorporated by reference to Exhibit 99.1 of the registrant's Registration Statement No. 333-29245) 4.6 Resource Bancshares Mortgage Group, Inc. Formula Stock Option Plan (incorporated by reference to Exhibit 10.36 of the registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 1995) 4.7 First Amendment to Resource Bancshares Mortgage Group, Inc. Formula Stock Option Plan (incorporated by reference to Exhibit 99.8 of the registrant's Registration Statement No. 333-29245) 5 Opinion of McNair Law Firm, P.A., regarding the legality of the securities registered hereunder (filed herewith) 23.1 Consent of Price Waterhouse LLP (filed herewith) 23.2 Consent of McNair Law Firm, P.A. (included in Exhibit 5) 24 Power of Attorney (included in "SIGNATURES" section hereof) 4 6 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 January 14, 1998. RESOURCE BANCSHARES MORTGAGE GROUP, INC. By: /s/ Edward J. Sebastian ------------------------------ 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 - --------- ----- ---- /s/ Edward J. Sebastian Director, Chairman January 14, 1998 - -------------------------- and Chief Executive Edward J. Sebastian Officer (principal executive officer) /s/ Steven F. Herbert Senior Executive Vice January 14, 1998 - -------------------------- President and Chief Steven F. Herbert Financial Officer (principal financial and accounting officer) /s/ John C. Baker Director January 14, 1998 - -------------------------- John C. Baker /s/ Stuart M. Cable Director January 14, 1998 - -------------------------- Stuart M. Cable /s/ John W. Currie Director and January 14, 1998 - -------------------------- Secretary John W. Currie 5 7 /s/ Boyd M. Guttery Director January 14, 1998 - -------------------------- Boyd M. Guttery /s/ David W. Johnson, Jr. Director and January 14, 1998 - -------------------------- Vice Chairman David W. Johnson, Jr. Director - -------------------------- Robin C. Kelton /s/ John O. Wolcott Director January 14, 1998 - -------------------------- John O. Wolcott 6 EX-4.2 2 CERTIFICATE OF AMENDMENT/CERTIFICATE INCORPORATION 1 EXHIBIT 4.2 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF THE REGISTRANT -------------------------------------------------------------------------- CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF RESOURCE BANCSHARES MORTGAGE GROUP, INC. ---------------------------------------- RESOURCE BANCSHARES MORTGAGE GROUP, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation") hereby certifies: FIRST: That the Board of Directors of the Corporation duly adopted the following resolution proposing and declaring advisable an amendment to the Certificate of Incorporation of the Corporation increasing the number of authorized shares of Common Stock, par value $.01 per share, of the Company from Twenty-Five Million (25,000,000) to Fifty Million (50,000,000): "RESOLVED, that the Company amend its Certificate of Incorporation by deleting in its entirety the first paragraph of the Fourth Article of the Certificate of Incorporation and substituting in lieu thereof the following: FOURTH: (a) The total number of shares of all classes of stock which the Corporation shall have authority to issue is 55,000,000 shares, consisting of 50,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000 shares of Preferred Stock, par value $.01 per share." SECOND: That the amendments have been adopted by an affirmative vote of a majority of the stockholders of the Corporation in accordance with the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware. 2 IN WITNESS WHEREOF, the Corporation has caused its duly authorized officers to execute this Certificate as of this 31st day of December, 1997. RESOURCE BANCSHARES MORTGAGE GROUP, INC. By: /s/ Edward J. Sebastian ------------------------------ Name: Edward J. Sebastian ------------------------------ Title: Chairman and Chief ------------------------------ Executive Officer Attest: /s/ John W. Currie -------------------------- Name: John W. Currie -------------------------- Title: Secretary -------------------------- -2- EX-5 3 OPINION OF MCNAIR LAW FIRM RE: LEGALITY 1 EXHIBIT 5 OPINION OF MCNAIR LAW FIRM, P.A. REGARDING LEGALITY --------------------------------------------------- January 14, 1998 Resource Bancshares Mortgage Group, Inc. 7909 Parklane Road Columbia, SC 29223 Re: Registration Statement on Form S-8 Gentlemen: We have acted as counsel to Resource Bancshares Mortgage Group, Inc. (the "Company") in the preparation of a registration statement on Form S-8 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission covering a total of 520,249 shares of $.01 par value common stock (the "Common Stock") which may be issued pursuant to the terms of the Company's Amended and Restated Omnibus Stock Award Plan and Formula Stock Option Plan (collectively, the "Plans"). In so acting, we have examined and relied upon such records, documents and other instruments as in our judgment are necessary or appropriate in order to express the opinion hereinafter set forth and have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. Based on the foregoing, we are of the opinion that the Common Stock, when issued and delivered against payment in full in accordance with the terms of the Plans, will be duly and validly issued, fully paid and nonassessable. We hereby consent to the reference to our firm in the Registration Statement under the heading "Interests of Named Experts and Counsel" and to the use of this opinion as an exhibit to the Registration Statement. By giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the general rules and regulations promulgated thereunder. Very truly yours, McNAIR LAW FIRM, P.A. By: /s/ John W. Currie ----------------------------- A Member of the Firm EX-23.1 4 CONSENT OF PRICE WATERHOUSE 1 EXHIBIT 23.1 CONSENT OF PRICE WATERHOUSE LLP ------------------------------- CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated February 3, 1997, which appears on page 56 of the 1996 Annual Report to Shareholders of Resource Bancshares Mortgage Group, Inc., which is incorporated by reference in Resource Bancshares Mortgage Group, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1996. /s/ Price Waterhouse LLP PRICE WATERHOUSE LLP Columbia, South Carolina January 12, 1998 -----END PRIVACY-ENHANCED MESSAGE-----