As Filed with the Securities and Exchange Commission on December 5, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
THE WMF GROUP, LTD.
(Exact name of issuer as specified in its charter)
Delaware 54-1647759
(State of Incorporation) (IRS Employer Identification Number)
1593 Spring Hill Road, Suite 400, Vienna, Virginia 22182
(Address of Principal Executive Offices)
(703) 610-1400
(Registrant's telephone number, including area code)
Employee Stock Purchase Plan
Key Employee Incentive Plan
Key Employee Deferred Compensation Plan
(Full title of the Plan)
----------------------------
Shekar Narasimhan
Director and President
The WMF Group, Ltd.
1593 Spring Hill Road, Suite 400
Vienna, Virginia 22182
(703) 610-1400
(Name, address and telephone number of agent for service)
----------------------------
Copy to:
Richard W. Cass, Esquire
Wilmer, Cutler & Pickering 2445 M
Street, N.W.
Washington, DC 20037
(202) 663-6000
----------------------------
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<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C> <C>
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Name of Plan Registered Registered Per Share Price Fee
- ----------------------------- ------------------------- ----------------- ------------------ -------------- -------------
Employee Stock Purchase Common Stock, par value 400,000 5.60(1) $2,240,000 $661
Plan(1) $0.01 per share,
Key Employee Incentive Common Stock, par value 2,120,602 5.60(1) $11,875,372 $3,504
Plan(2) $0.01 per share
Key Employee Deferred Common Stock, par value (2) (2) $1,000,000 $295
Compensation Plan(2) $0.01 per share
- ----------------------------- ------------------------- ----------------- ------------------ -------------- -------------
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h), based on the book value as of September 30, 1997.
(2) The registration fee has been calculated in accordance with Rule 457(h) with
respect to the interests registered hereby on the basis of the aggregate of
$1,000,000.
</FN>
</TABLE>
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of Form
S-8 and the statement of availability of registrant information and any other
information required by Item 2 of Form S-8 will be sent or given to participants
as specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424 under the
Securities Act. The WMF Group, Ltd. (the "Registrant" or the "Company") shall
maintain a file of such documents in accordance with the provisions of Rule 428.
Upon request, the Registrant shall furnish the Commission or its staff a copy or
copies of all of the documents included in such file.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference the documents listed in (a)
through (c) below. In addition, all documents subsequently filed by the Company
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act") (prior to 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 this Registration Statement and to be a part hereof
from the date of filing of such documents.
(a) The Company's Information Statement/Prospectus on Form 424(b)(3) filed
with the Securities and Exchange Commission on November 5, 1997.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1996.
(c) The description of the Company's Common Stock which is incorporated by
reference in the Registration Statement on Form 10 filed by the Company under
the Exchange Act on November 19, 1997, including any amendment or report filed
for the purpose of updating such description.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "DGCL") empowers
the Company to indemnify, subject to the standards set forth therein, any person
in connection with any action, suit or proceeding brought before or threatened
by reason of the fact that the person was a director, officer, employee or agent
of such company, or is or was serving as such with respect to another entity at
the request of such company. The DGCL also provides that the Company may
purchase insurance on behalf of any such director, officer, employee or agent.
Reference is made to Section 102(b)(7) of the DGCL, which enables a
corporation in its original certificate of incorporation or an amendment thereto
to eliminate or limit the personal liability of a director for violations of the
director's fiduciary duty, except (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions not
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<PAGE>
in good faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the DGCL (providing for liability of
directors for the unlawful payment of dividends or unlawful stock purchases or
redemptions) or (iv) for any transaction from which a director derived an
improper personal benefit.
Article Seventh of the Company's Restated Certificate of Incorporation and
Article VI, Section 1 of the Company's By-laws, each of which has been filed as
an exhibit to the Information Statement/Prospectus and each of which is
incorporated herein by reference, provide in effect for the indemnification by
the Company of each director and officer of the Company to the fullest extent
permitted by applicable law.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The Exhibit Index attached to this registration statement is incorporated
herein by reference.
Item 9. Undertakings
The undersigned Registrant hereby undertakes the following:
(a) 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 1993;
(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;
(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 (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed 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.
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<PAGE>
(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.
(b) 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 section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
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.
(c) 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 of 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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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 County of Fairfax, Commonwealth of Virginia, on December
5, 1997.
THE WMF GROUP, LTD.
/s/ Shekar Narasimhan
----------------------
Shekar Narasimhan
Director and President
The registrant and each person whose signature appears below
constitutes and appoints Shekar Narasimhan or Michael D. Ketcham, and any agent
for service named in this registration statement and each of them, his, her or
its true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him, her or it and in his, her, or its
name, place and stead, in any and all capacities, to sign and file (i) any and
all amendments (including post-effective amendments) to this registration
statement, with all exhibits thereto, and other documents in connection
therewith, and (ii) a registration statement, and any and all amendments
thereto, relating to the offering covered hereby filed pursuant to Rule 462(b)
under the Securities Act of 1933, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and
purposes as he, she, or it might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.
Signature Title Date
--------- ----- ----
/s/ J. Roderick Heller, III
- --------------------------- Chairman of the Board December 5, 1997
J. Roderick Heller, III
/s/ Shekar Narasimhan
- --------------------------- Director and President December 5, 1997
Shekar Narasimhan
/s/ Mohammed A. Al-Tuwaijri
- --------------------------- Director December 5, 1997
Mohammed A. Al-Tuwaijri
/s/ Tim R. Palmer
- --------------------------- Director December 5, 1997
Tim R. Palmer
/s/ John D. Reilly
- --------------------------- Director December 5, 1997
John D. Reilly
/s/ Ann Torre Grant
- --------------------------- Director December 5, 1997
Ann Torre Grant
/s/ Michael D. Ketcham Senior Vice President December 5, 1997
- --------------------------- and Treasurer
Michael D. Ketcham (principal financial
officer)
/s/ Mathew J. Whelan, III
- --------------------------- Controller December 5, 1997
Mathew J. Whelan, III (principal accounting
officer)
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<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
EXHIBITS
to
FORM S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933, AS AMENDED
THE WMF GROUP, LTD.
(Exact name of registrant as specified in its charter)
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<PAGE>
Exhibit Index
Number Description
4.1 Amended and Restated Certificate of Incorporation of the Registrant (1)
4.2 Bylaws of the Registrant (1)
4.3 Amended Certificate of Incorporation of the Registrant (2)
4.4 Specimen certificate representing the Common Stock of Registrant (3)
4.5 Employee Stock Purchase Plan of The WMF Group, Ltd. (2)
4.6 Key Employee Incentive Plan of The WMF Group, Ltd. (2)
4.7 Key Employee Deferred Compensation Plan of The WMF Group, Ltd. (2)
5 Opinion of Wilmer, Cutler & Pickering.
23.1 Consent of Arthur Andersen LLP
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included as part of the signature page to this
Registration Statement).
------------------
(1) Incorporated herein by reference from the Registrant's
Registration Statement on Form 10 filed with the Securities and
Exchange Commission on May 27, 1997.
(2) Incorporated herein by reference from the Registrant's
Registration Statement on Form S-1 filed with the Securities and
Exchange Commission on October 30, 1997.
(3) Incorporated herein by reference from the Registrant's
Registration Statement filed on Form S-3 filed with the Securities
and Exchange Commission on October 8, 1997.
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WILMER, CUTLER & PICKERING
2445 M Street, N.W.
Washington, D.C. 20037-1420
December 5, 1997
The WMF Group, Ltd.
1593 Spring Hill Road
Vienna, Virginia 22182
Re: The WMF Group, Ltd. Registration Statement on Form S-8
Dear Ladies and Gentlemen:
We have acted as counsel to The WMF Group, Ltd., a Delaware
corporation (the "Company"), in connection with a registration statement on Form
S-8 (the "Registration Statement") to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement relates to the registration of (i) the shares of Common
Stock of the Company, par value $0.01 per share (the "Shares"), to be issued
pursuant to the Company's Employee Stock Purchase Plan (the "ESPP") and upon
exercise of options issued pursuant to the Company's Key Employee Incentive Plan
(the "KEIP") and (ii) interests (the "Interests") in and Shares issuable
pursuant to the Company's Deferred Compensation Plan (the "DCP"). For the
purposes of this opinion, we have examined and relied upon such documents,
records, certificates and other instruments as we have deemed necessary.
Based solely upon the foregoing, and upon our examination of
such questions of law and statutes as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that (a) the Shares and the
Interests have been lawfully and duly authorized; and (b) such Shares and
Interests will be validly issued, fully paid and nonassessable (i) upon payment
of the purchase price required by the ESPP in the case of Shares issued
thereunder, (ii) upon payment of the exercise price established pursuant to the
KEIP in the case of Shares issued upon exercise of options granted thereunder
and (iii) upon grant pursuant to the terms of the DCP in the case of Interests
and Shares issued pursuant to the DCP.
We are members of the bar of the District of Columbia and do
not hold ourselves out as being experts in the law of any other state. This
opinion is limited to the laws of the United States and the General Corporation
Law of Delaware. Although we do not hold ourselves out as being experts in the
laws of Delaware, we have made an investigation of such laws to the extent
necessary
<PAGE>
The WMF Group, Ltd.
December 5, 1997
Page 2
to render our opinion. Our opinion is rendered only with respect to the laws and
the rules, regulations and orders thereunder that are currently in effect.
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion. This opinion has been
prepared for your use in connection with the filing of the Registration
Statement on December 5, 1997, and should not be quoted in whole or in part or
otherwise be referred to, nor otherwise be filed with or furnished to any
governmental agency or other person or entity, without our express prior written
consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Sincerely,
WILMER, CUTLER & PICKERING
By: /s/ Richard W. Cass, a partner
Richard W. Cass, a partner
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 28, 1997
(except with respect to the matters discussed in Note 15, as to which the date
is April 21, 1997, May 5, 1997, May 9, 1997 and October 3, 1997) in The WMF
Group, Ltd.'s Information Statement/Prospectus dated November 3, 1997 and to all
references to our Firm included in or made a part of this registration
statement.
ARTHUR ANDERSEN LLP
Washington, D.C.
December 5, 1997
The Board of Directors
The WMF Group Ltd.
We consent to the incorporation by reference in the registration statement on
Form S-8 of The WMF Group, Ltd. of our report dated March 27, 1996, with respect
to the consolidated balance sheet of WMF Holdings Ltd. (a wholly owned
subsidiary of Commonwealth Overseas Trading Company Limited) as of December 31,
1995, and the related consolidated statements of operations, changes in
stockholder's equity and cash flows for the years ended December 31, 1995 and
1994, which report appears in the Form S-1 of The WMF Group, Ltd. dated October
30, 1997.
KPMG PEAT MARWICK LLP
Washington, D.C.
December 5, 1997
