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As filed with the Securities and Exchange Commission on December 24, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
VIRGINIA 541837743
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
1001 19TH STREET N. 22209
ARLINGTON, VIRGINIA (Zip Code)
(Address of Principal Executive Offices)
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
ROBERT S. SMITH, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
1001 19TH STREET N.
ARLINGTON, VIRGINIA 22209
(Name and Address of Agent for Service)
(703) 312-9744
(Telephone Number, Including Area Code, of Agent for Service)
---------------
Copies of all communications, including all communications sent to agent for
service, should be sent to:
Howard Adler
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, NW, Suite 900
Washington, DC 20036
(202) 955-8500
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CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM OFFERING PRICE AGGREGATE OFFERING PRICE REGISTRATION
PER SHARE FEE
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<S> <C> <C> <C>
Class A Common Stock, par
value $.01 per share...... 1,000,000(1) N/A $5,593,750 (2) $1,556
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(1) Pursuant to Rule 416(a), this Registration Statement also registers such
number of additional securities that may be offered pursuant to the terms of
the Friedman, Billings, Ramsey Group, Inc. 1997 Employee Stock Purchase Plan
which provides for a change in the amount or type of securities being
offered or issued to prevent dilution as a result of stock splits, stock
dividends or similar transactions.
(2) Calculated pursuant to Rule 457(h)(1) and Rule 457(c) based upon the average
of the high and low prices of the Common Stock on the New York Stock
Exchange on December 22, 1998, which was $5.59375.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by Friedman, Billings,
Ramsey Group, Inc., a Virginia corporation (the "Registrant"), relating to
1,000,000 shares of the Company's Class A Common Stock, par value $.01 per share
(the "Common Stock"), which may be offered and sold pursuant to the Friedman,
Billings, Ramsey Group, Inc. 1997 Employee Stock Purchase Plan (the "Plan").
PART I
INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Not filed as part of this Registration Statement pursuant to Note to
Part 1 of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents of the Registrant heretofore filed with the
Securities and Exchange Commission (the "Commission") are hereby incorporated in
this Registration Statement by reference:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed on March 30, 1998;
(2) The Registrant's Quarterly Report on Form 10-Q for the period ended
March 31, 1998, filed on May 15, 1998;
(3) The Registrant's Quarterly Report on Form 10-Q for the period ended
June 30, 1998, filed on August 13, 1998 as amended by filing August 14,
1998;
(4) The Registrant's Quarterly Report on Form 10-Q for the period ended
September 30, 1998, filed on November 16, 1998
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(5) The description of the Registrant's Common Stock set forth under the
caption "DESCRIPTION OF CAPITAL STOCK - Common Stock" as set forth in the
Registration Statement filed on Form S-1 (SEC file no. 333-39107) as filed
with the Securities and Exchange Commission on October 30, 1997, as amended
by Amendment No. 1 thereto filed with the Commission on December 8, 1997,
as further amended by Amendment No. 2 thereto filed with the Commission on
December 19, 1997, and by any other amendment to such Registration
Statement filed with the Commission, prior to such Registration Statement's
being declared effective;
(6) All reports and other documents filed by the Registrant since the end of
the fiscal year covered by the Registrant's document referred to in
paragraph (1) above pursuant to Sections 13(a) and (c), 14 and 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all
securities offered hereunder have been sold or which deregisters all such
securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the
date of filing of such reports and documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
earlier statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 10 of Chapter 9 of Title 13.1 of the Code of Virginia permits a
Virginia corporation to indemnify any director or officer for reasonable
expenses incurred in any legal proceeding in advance of final disposition of the
proceeding, if the director or officer furnishes the corporation a written
statement of his good faith belief that he has met the standard of conduct
prescribed by the Code, and a determination is made by the board of directors
that such standard has been met. In a proceeding by or in the right of the
corporation, no indemnification shall be made in respect of any matter as to
which an officer or director is adjudged to be liable to the corporation, unless
the court in which the proceeding took place determines that, despite
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such liability, such person is reasonably entitled to indemnification in view of
all the relevant circumstances. In any other proceeding, no indemnification
shall be made if the director or officer is adjudged liable to the corporation
on the basis that personal benefit was improperly received by him. Corporations
are given the power to make any other or further indemnity, including advance of
expenses, to any director or officer that may be authorized by the articles of
incorporation or any bylaw made by the shareholder, or any resolution adopted,
before or after the event, by the shareholders, except an indemnity against
willful misconduct or a knowing violation of the criminal law. Unless limited by
its articles of incorporation, indemnification of a director or officer is
mandatory when he or she entirely prevails in the defense of any proceeding to
which he or she is a party because he or she is or was a director or officer.
The Articles of Incorporation of the undersigned Registrant contain
provisions indemnifying the directors and officers of the Registrant to the full
extent permitted by Virginia law. In addition, the Articles of Incorporation of
the Registrant eliminate the personal liability of the Registrant's directors
and officers to the Registrant or its shareholders for monetary damages to the
full extent permitted by Virginia law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of the Registrant with the Commission, each of the following
exhibits is filed herewith:
5 Opinion of McGuire, Woods, Battle & Boothe, LLP
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of McGuire, Woods, Battle & Boothe, LLP (filed as part
of Exhibit 5).
24 Power of Attorney (included on signature page)
ITEM 9. UNDERTAKINGS.
(1) The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the
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registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and
of the estimated maximum offering range may be reflected in the
form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) 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 Exchange Act that are
incorporated by reference in this registration statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(2) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by
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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.
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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
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Arlington, Virginia, on this ___ day of December, 1998.
Friedman, Billings, Ramsey Group, Inc.
By: /s/ Emanuel J. Friedman
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Emanuel J. Friedman
Chairman and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Emanuel J. Friedman and Robert S. Smith
his true and lawful attorney-in-fact and agent, with full power of substitution,
for him in his name, and in any and all capacities, to sign all amendments
(including post-effective amendments) to the Registration Statement to which
this power of attorney is attached and all subsequently filed registration
statements including any amendments thereto, for the same offerings that are to
be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, and to file all such amendments, registration statements and all exhibits
to them and other documents to be filed in connection with them, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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/s/ Emanuel J. Friedman Director, Chairman and Chief Executive Officer December , 1998
- ----------------------------------------------- (Principal Executive Officer)
Emanuel J. Friedman
/s/ Eric F. Billings Director, Vice Chairman and December , 1998
- ----------------------------------------------- Chief Operating Officer
Eric F. Billings
/s/ W. Russell Ramsey Director, President and Secretary December , 1998
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W. Russell Ramsey
/s/ Wallace L. Timmeny Director December , 1998
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Wallace L. Timmeny
/s/ Mark R. Warner Director December , 1998
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Mark R. Warner
/s/ Eric Y. Generous Executive Vice President and December , 1998
- ----------------------------------------------- Chief Financial Officer
Eric Y. Generous (Principal Financial Officer)
/s/ Kurt R. Harrington Treasurer and Chief Accounting Officer December , 1998
- ----------------------------------------------- (Principal Accounting Officer)
Kurt R. Harrington
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EXHIBIT INDEX
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Exhibit Sequentially
Number Description Numbered Page
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5 Opinion of Robert S. Smith, Esq.
23.1 Consent of Arthur Andersen, LLP.
23.2 Consent of Robert S. Smith, Esq. (filed as part of Exhibit 5).
24 Power of Attorney (included on signature page)
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Exhibit 5
[LETTERHEAD OF MCGUIRE, WOODS, BATTLE & BOOTHE LLP]
December 23, 1998
The Board of Directors
Friedman, Billings, Ramsey Group, Inc.
1001 19th Street N.
Arlington, VA 22209
RE: Registration Statement on Form S-8
Dear Sirs:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), on behalf of
Friedman, Billings, Ramsey Group, Inc. (the "Company"), relating to 1,000,000
shares of the Company's Class A Common Stock, par value $.01 per share (the
"Shares"), to be issued pursuant to the Company's 1997 Employee Stock Purchase
Plan (the "Plan").
We have examined copies, certified or otherwise identified to our
satisfaction, of the Plan and such corporate records and other documents as we
have considered necessary or appropriate for the purposes of this opinion and
have made such inquiries of officers and representatives of the Company as to
factual matters as we have considered relevant and necessary as a basis for this
opinion. Based on the foregoing, we advise you that in our opinion all
necessary corporate proceedings by the Company to authorize the issuance of the
Shares pursuant to the Plan have been duly taken and that the Shares being
registered pursuant to the Registration Statement, when issued and paid for in
accordance with the terms of the Plan, will be duly authorized, validly issued,
fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. This consent is not to be construed as an admission that
we are persons whose consent is to be filed with the Registration Statement
under the provisions of the Securities Act.
Very truly yours,
/s/ McGuire, Woods, Battle & Boothe LLP
McGuire, Woods, Battle & Boothe LLP
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EXHIBIT 23.1
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,
1998 included in Friedman, Billings, Ramsey Group Inc.'s Form 10-K for the
year ended December 31, 1997 and to all references to our Firm included in this
registration statement filed on Form S-8.
/s/ Arthur Andersen, LLP
Washington, D.C.
December 22, 1998
