-----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, HTfT/Z007CXtrFh5N6HiN0GsHzg7C2J4l0E1YD2gRZSTGQ9kZT8Cc968pcivrFHm 0bl0J5S424ApO64gJfGPKw== 0000950144-98-013847.txt : 19981216 0000950144-98-013847.hdr.sgml : 19981216 ACCESSION NUMBER: 0000950144-98-013847 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19981215 EFFECTIVENESS DATE: 19981215 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: 333-68909 FILM NUMBER: 98769508 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 GROUP S-8 1 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. - -------------------------------------------------------------------------------- (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) Resource Bancshares Mortgage Group, Inc. Stock Investment Plan - -------------------------------------------------------------------------------- (Full title of the plan) 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 - ------------------------------------------------------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------------------------------------------- Common Stock, par value $.01 275,076 $14.38 $3,955,592.88 $1,099.65 ===============================================================================================================================
(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. 2 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 2 3 (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 3 4 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. 4 5 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 ------------------------------------------ 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 - --------- ----- ---- /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 - ---------------------------- John W. Currie /s/ John C. Baker Director December 9, 1998 - ---------------------------- John C. Baker /s/ Stuart M. Cable Director December 9, 1998 - ---------------------------- Stuart M. Cable /s/ Boyd M. Guttery Director December 9, 1998 - ---------------------------- Boyd M. Guttery /s/ Robin C. Kelton Director December 9, 1998 - ---------------------------- Robin C. Kelton /s/ John O. Wolcott Director December 9, 1998 - ---------------------------- John O. Wolcott 5 6 EXHIBIT INDEX Exhibit Sequential Number Description of Document Page No. - ------ ----------------------- -------- *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) - ---------- * Incorporated by reference, all other Exhibits are filed herewith. 6 EX-4.1C 2 2ND AMENDMENT TO RBMG STOCK INVESTMENT PLAN 1 EXHIBIT 4.1(c) STATE OF SOUTH CAROLINA ) ) SECOND AMENDMENT COUNTY OF RICHLAND ) THIS AMENDMENT, dated as of November 30, 1998, by RESOURCE BANCSHARES MORTGAGE GROUP, INC. (the "Company"). W I T N E S S E T H: WHEREAS, the Company maintains the Resource Bancshares Mortgage Group, Inc. Stock Investment Plan, effective as of January 1, 1995, as amended by the First Amendment made as of the 24th day of March, 1995 (the "Plan") for the benefit of its eligible employees; and WHEREAS, in Section 15 of the Plan, the Company reserved the right by action of its Board of Directors to amend the Plan; and WHEREAS, the Company now desires to amend the Plan in several respects including to authorize an additional 300,000 shares of Common Stock to be acquired under the Plan, to authorize the acquisition of treasury and original issue stock by the Plan and to clarify the use of cash dividends and the purchase periods under the Plan; NOW, THEREFORE, in consideration of the premises, the Plan is amended as follows: 1. Effective on and after the date hereof, Section 2(d) of the Plan shall be deleted and the following inserted in its place: "(d) Committee means the Board." 2. Effective on and after the date hereof, Section 2(i) shall be deleted and the following inserted in its place: "(i) Intentionally Deleted." 3. Effective on and after the date hereof, Section 2(m) of the Plan shall be deleted and the following inserted in its place: "(m) Fair Market Value means with respect to shares of Common Stock purchased in open market purchases, the price at which the Custodian purchases 1 2 such Common Stock and with respect to shares of Common Stock purchased from the Company's treasury stock or newly issued shares of Common Stock purchased from the Company, the average of the high and low reported sales prices of the Common Stock for the trading day most immediately preceding the date on which the shares are purchased for which sales prices are available from the principal trading market for the Common Stock." 4. Effective on and after the date hereof, Section 2(q) of the Plan shall be deleted and the following inserted in its place: "(q) "Purchase Date" means the date that shares of Common Stock are purchased pursuant to Section 10 (a "Payroll Purchase Date") or Section 11(b) (a "Dividend Purchase Date)." 5. Effective January 1, 1997, Section 2(r) of the Plan shall be deleted and the following inserted in its place: "(r) "Purchase Period" means any of the Company's bimonthly payroll periods." 6. Effective May 15, 1998, Section 3 of the Plan shall be deleted and the following inserted in its place: "3. SCOPE OF THE PLAN. The maximum number of shares of Common Stock which may be purchased under the Plan shall be 425,529 (the original 100,000 shares as adjusted for changes in capitalization pursuant to Section 14 plus an additional 300,000 shares) as such number may be adjusted after May 15, 1998 pursuant to Section 14. Subject to the provisions in Section 16, the Plan will continue in effect until the maximum number of shares of Common Stock (described in the preceding sentence) have been purchased by Participants pursuant to the Plan. Except as otherwise provided in the Plan, all purchases of Common Stock pursuant to the Plan shall be subject to the same terms, conditions, rights and privileges. The shares of Common Stock acquired by the Custodian pursuant to the Plan shall be acquired by the Custodian in open market purchases, purchases of treasury stock from the Company or purchases of original issue Common Stock from the Company as directed from time to time by the Chairman of the Board or Vice Chairman of the Company." 7. Effective on and after the date hereof, the second sentence of Section 4(b) of the Plan shall be deleted and the following inserted in its place: 2 3 "An Eligible Employee may elect to participate in the Plan and to have any amount of Compensation withheld (from a minimum of $10 per month to a maximum of $1,500 per month) by signing an appropriate election form." 8. Effective on and after the date hereof, Section 6 of the Plan shall be deleted and the following inserted in its place: "5. GRANT OF OPTIONS. Subject to the provisions of the Plan, as of each Payroll Purchase Date, the Participant shall be deemed to have been granted an option to purchase as many shares (including fractional shares) as the Participant will be able to purchase at the price specified in Section 6 with the payroll deductions credited to his Payroll Deduction Account during the preceding Purchase Period. Notwithstanding the preceding sentence, no Participant may obtain a right to purchase shares of Common Stock under the Plan if such right would permit the Participant to purchase stock under the Plan and under any other employee stock purchase plan (if any) of the Company and the Affiliates at a rate which exceeds $25,000 in Fair Market Value (determined as of each Purchase Date) of the Common Stock and other stock during any calendar year. If the purchases by all Participants would otherwise cause the aggregate number of shares of Common Stock to be sold under the Plan to exceed the number specified in Section 3, each Participant shall be allocated a ratable portion (determined by the ratio of the Participant's payroll deduction to the total payroll deductions during the applicable Purchase Period or the Participant's cash dividends allocable or allocated with respect to a Dividend Purchase Date to the total cash dividends allocable or allocated with respect to such Dividend Purchase Date, as the case may be) of the maximum number of shares of Common Stock which may be sold." 9. Effective on and after the date hereof, Section 6 of the Plan shall be amended by inserting the word "Payroll" before the words "Purchase Date" on the first line thereof. 10. Effective on and after the date hereof, Section 9 of the Plan shall be amended by inserting the word "Payroll" before the words "Purchase Date" on the fourth line thereof. 11. Effective January 1, 1997, Section 10(a) of the Plan shall be deleted and the following inserted in its place: "10. PURCHASE OF SHARES. (a) On or before the fifth working day after the end of a Purchase Period, the Company and its Affiliates will remit to the Custodian an amount equal to (i) the Participants' aggregate payroll deductions during such Purchase Period divided by (ii) .85. The Custodian then will apply the funds to the purchase of shares of Common Stock. Stock purchases from the remittance will be completed by the Custodian 3 4 within thirty days following the remittance. Shares will be held in the name of the Custodian, or its nominee, for the account of the Plan." 12. Effective on and after the date hereof, the third sentence of Section 10(b) of the Plan shall be deleted and the following inserted in its place: "The Custodian's records shall be confidential and will not be disclosed to any person or entity except the Company and except that a Participant shall be entitled to receive information with respect to the Stock Purchase Account established for such Participant." 13. Effective on and after the date hereof, the parenthetical in the last sentence of Section 10(c) of the Plan shall be deleted and the following inserted in its place: "(determined by multiplying the number of fractional shares by the average of the high and low reported sales prices of the Common Stock for the trading day most immediately preceding the date on which the Custodian receives the Participant's request for distribution for which sales prices are available from the principal trading market for the Common Stock)." 14. Effective on and after the date hereof, Section 11(a) of the Plan shall be amended by adding the words "or 11(b)" to the end thereof. 15. Effective on and after the date hereof, Section 11(b) of the Plan shall be deleted and the following inserted in its place: "(b) Subject to the provisions of the Plan, as of each Dividend Purchase Date the Participant shall be deemed to have been granted an option to purchase as many shares (including fractional shares) as the Participant will be able to purchase at a price equal to 85% of the Fair Market Value of such shares as of the Dividend Purchase Date with the cash dividends allocable or allocated (within 30 days prior to the Dividend Purchase Date) to the Common Stock credited to the Participant's Stock Purchase Account. As of each Dividend Purchase Date, the Participant shall be deemed to exercise his option to purchase shares (including fractional shares) with cash dividends allocable or allocated (within 30 days prior to the Dividend Purchase Date) to the Common Stock credited to the Participant's Stock Purchase Account. Notwithstanding the previous two sentences, the deemed grant of the option and deemed exercise of the option shall not apply to Participants who are not Eligible Employees as of the Dividend Purchase Date (hereinafter referred to as "Former Participants"). On each dividend payment date, the Company shall remit to the Custodian, in addition to the cash dividends being paid, an amount equal to the product of (i) the aggregate cash dividends being paid on such date with respect to shares held by the 4 5 Custodian or its nominee allocated or allocable to Participants (excluding Former Participants) pursuant to the Plan and (ii) 15 / 85. Such amount and all cash dividends paid by the Company with respect to such shares on such date shall be used by the Custodian to purchase shares of Common Stock pursuant to the exercise of the options pursuant to this Section. The Custodian will make such purchases within thirty days of the date such funds are paid. The provisions of the Plan (including the limits on rights to purchase stock under the Plan) shall apply to the options granted pursuant to this Section. The Company will bear all charges of the Custodian and all other costs in connection with purchases under this Section as provided in Section 6 of the Plan. Cash dividends with respect to shares credited to a Former Participant's Stock Purchase Account will automatically be reinvested by the Custodian to purchase additional shares of Common Stock at Fair Market Value without the benefit of the discount provided by the Plan." 16. Effective as of May 15, 1998, Section 17 of the Plan shall be deleted and the following inserted in its place: "17. GOVERNMENTAL REGULATIONS. All rights granted or to be granted to Eligible Employees under this Plan are expressly subject to all applicable laws and regulations and to the approval of all governmental authorities required in connection with the authorization, issuance, sale or transfer of the shares of Common Stock under the Plan, including, without limitation, there being an effective registration statement of the Company under the Securities Act of 1933, as amended, covering the shares of Common Stock purchasable on the Purchase Date applicable to such shares, and if such a registration statement shall not then be effective, the Purchase Date may be delayed until the first business day after the effective date of such registration statement." 17. This Amendment is conditioned upon obtaining the appropriate approval by the stockholders of the Company and shall be submitted for approval by the stockholders of the Company prior to May 15, 1999. If the Amendment is not so approved prior to such date, the Company shall be deemed to have adopted pursuant hereto, effective May 15, 1998, a nonqualified stock option plan which will have the same provisions as the Plan except (1) the name of the plan will be the "Resource Bancshares Mortgage Group, Inc. Nonqualified Stock Investment Plan"; (2) the maximum number of shares which may be purchased under the plan shall be 300,000 as such number may be adjusted after May 15, 1998 pursuant to Section 14; (3) the provisions of the above contained Second Amendment set forth in paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 hereof shall be included in the Resource Bancshares Mortgage Group, Inc. Nonqualified Stock Investment Plan, except that the first sentence of the amendment to Section 3 effected by paragraph 6 hereof shall not be included in such Plan and the amendments to be effective on and after the date hereof shall not be included in such Plan until November 30, 1998; and (4) Section 18(a) of the Plan shall not be included in the Resource Bancshares Mortgage Group, Inc. Nonqualified Stock Investment Plan. 5 6 18. The Company reserves the right by action of the Board of Directors to amend at any time any of the terms and provisions of this Amendment. Except as expressly or by necessary implication amended hereby, the Plan still continues in full force and effect. IN WITNESS WHEREOF, the Company has caused this Amendment to be executed by its duly authorized officers as of the day and year first above written. RESOURCE BANCSHARES MORTGAGE GROUP, INC. By: -------------------------------- -------------------------------- [CORPORATE SEAL] ATTEST: - -------------------------------- John W. Currie, Secretary 6 EX-5 3 OPINION OF MCNAIR LAW FIRM 1 EXHIBIT 5 December 10, 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") to be filed by the Company with the Securities and Exchange Commission covering a total of 275,076 shares (the "Shares") of the Company's common stock, par value $.01 per share, which may be issued pursuant to the terms of the Company's Stock Investment Plan, as amended by the First Amendment and the Second Amendment (the "Plan"). 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 Shares, when issued and delivered against payment in full in accordance with the terms of the Plan, 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.B 4 CONSENT OF INDEPENDENT ACCOUNTANT 1 EXHIBIT 23(b) CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement of Resource Bancshares Mortgage Group, Inc. on Form S-8 of our report dated January 26, 1998, appearing in and incorporated by reference in the 1997 Annual Report on Form 10-K of Resource Bancshares Mortgage Group, Inc. for the year ended December 31, 1997, and to any reference to us in the Prospectus. /s/ PricewaterhouseCoopers LLP PRICEWATERHOUSECOOPERS LLP Columbia, South Carolina December 7, 1998 -----END PRIVACY-ENHANCED MESSAGE-----