As filed with the Securities and Exchange Commission on August 17, 1998
Registration No. 333______________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Form S-8
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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THE WMF GROUP, LTD.
(Exact name of registrant as specified in its charter)
Delaware 54-1647759
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) 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)
The WMF Group, Ltd
1998 Employee Stock Purchase Plan
(Full title of the plan)
Michael D. Ketcham
Chief Financial Officer
The WMF Group, Ltd.
1593 Spring Hill Road, Suite 400
Vienna, Virginia 22182
(703) 610-1400
(Name and address, including zip code, and telephone number,
including area code, of agent for service)
---------------------------
With a copy to:
Richard W. Cass, Esquire
R. Scott Kilgore, Esquire
Wilmer, Cutler & Pickering
2445 M Street, NW
Washington, D.C. 20037-1420
(202) 663-6000
---------------------------
<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
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1998 Employee Stock Common Stock, par 400,000 $24.9375(1) $9,975,000 $2,943
Purchase Plan value $0.01 per share,
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<FN>
(1) In accordance with Rule 457(h) and Rule 457(c) the aggregate offering price and the amount of the registration fee are
computed on the basis of the average of the high and low prices reported in the Nasdaq Stock Market on August 11, 1998.
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</FN>
</TABLE>
<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.
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 Form 10-K filed with the Securities and Exchange
Commission on March 31, 1998.
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Exchange Act since December 31, 1997.
(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
<PAGE>
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
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.
<PAGE>
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.
(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.
<PAGE>
(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
reflating 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.
[The remainder of this page is intentionally left blank.]
<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 August
17, 1998.
THE WMF GROUP, LTD.
/s/ Shekar Narasimhan
Shekar Narasimhan
Director, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below under the heading "Signature" 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.
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/ J. Roderick Heller III Chairman of the Board June 16, 1998
J. Roderick Heller III
/s/ Shekar Narasimhan Director, President and June 16, 1998
Shekar Narasimhan Chief Executive Officer
/s/ Mohammed A. Al-Tuwaijri Director June 16, 1998
Mohammed A. Al-Tuwaijri
<PAGE>
Signature Title Date
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/s/ Michael R. Eisenson Director June 16, 1998
Michael R. Eisenson
/s/ Tim R. Palmer Director June 16, 1998
Tim R. Palmer
/s/ John D. Reilly Director June 16, 1998
John D. Reilly
/s/ Herbert S. Winokur, Jr. Director June 16, 1998
Herbert S. Winokur, Jr.
Executive Vice President, June 12, 1998
/s/ Michael D. Ketcham Chief Financial Officer
Michael D. Ketcham and Treasurer
(Principal Financial Officer)
/s/ Mathew J. Whelan, III Group Vice President and June 12, 1998
Mathew J. Whelan, III Controller
(Principal Accounting Officer)
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
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4 1998 Employee Stock Purchase Plan (a)
5 Opinion of Wilmer, Cutler & Pickering, as to the legality of the
securities being registered.
23.1 Consent of Arthur Andersen LLP, independent certified public
accountant
23.2 Consent of KPMG Peat Marwick LLP, independent certified public
accountant
24 Power of attorney (included on signature pages of this
Registration Statement)
- -----------
(a) Incorporated herein by reference to the Schedule 14A previously filed by the
Registrant on April 30, 1998.
WILMER, CUTLER & PICKERING
2445 M Street, N.W.
Washington, D.C. 20037-1420
August 17, 1998
The WMF Group, Ltd.
1593 Spring Hill Road, Suite
Vienna, VA 22182
Re: The WMF Group, Ltd. Registration Statement of 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 the shares of
Common Stock of the Company, par value $0.01 per share (the "Shares"), to be
issued pursuant to the Company's 1998 Employee Stock Purchase Plan (the "ESPP").
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 have been
lawfully and duly authorized; and (b) such Shares will be validly issued, fully
paid and nonassessable upon payment of the purchase price required by the ESPP
in the case of Shares issued thereunder.
We are members of the bar of the District of Columbia and
Maryland 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 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.
<PAGE>
The WMF Group, Ltd.
August 17, 1998
Page 2
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 August 17, 1998, 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
Richard W. Cass, a partner
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 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 S-8.
ARTHUR ANDERSEN LLP
Washington, D.C.
August 14, 1998
Exhibit 23.2
The Board of Directors
The WMF Group Ltd. and subsidiaries
CONSENT TO INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of The WMF Group, Ltd. of our report dated March 13, 1998, relating to
the consolidated balance sheet of WMF Holdings Ltd.and subsidiaries as of
December 31, 1997, and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the years ended December 31,
1997 and 1995, which report appears in the December 31, 1997 annual report on
Form 10-K of The WMF Group, Ltd.
KPMG Peat Marwick LLP
Washington, D.C.
August 14, 1998
