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)
FBR Stock and Annual Incentive Plan
(Full Title of the Plan)
William J. Ginivan, Esq.
Senior Vice President and Chief Legal Officer
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)
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share Price Registration Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock,
par value $.01 per 5,000,000 (1) $8.6875 (2) $43,437,500 (2) $11,467.50
share
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(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 FBR Stock and Annual Incentive 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 February 1, 2000, which was $8.6875.
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<PAGE>
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 5,000,000 shares of the Registrant's Class A Common Stock, par value
$.01 per share (the "Common Stock"), which may be offered and sold pursuant to
the FBR Stock and Annual Incentive 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, 1998, filed on March 30, 1999;
(2) The Registrant's Current Report on Form 8-K filed April 15,
1999;
(3) The Registrant's Current Report on Form 8-K filed April 29,
1999;
(4) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1999, filed on May 17, 1999;
(5) The Registrant's Current Report on Form 8-K filed July 22, 1999;
(6) The Registrant's Current Report on Form 8-K filed August 12,
1999;
(7) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1999, filed on August 16, 1999;
(8) The Registrant's Current Report on Form 8-K filed October 21,
1999;
(9) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1999, filed on November 15, 1999;
(10) The Registrant's Current Report on Form 8-K filed January 18,
2000;
(11) The Registrant's Current Report on Form 8-K filed January 31,
2000;
(12) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on
December 19, 1997, including any amendments to such Registration
Statement hereafter filed; and
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<PAGE>
(13) 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 the facts then known would not preclude indemnification. In a proceeding by
or in the right of the corporation, no indemnification may be made in respect of
any matter as to which an officer or director is adjudged to be liable to the
corporation, except that a court may order indemnification to the extent of the
director's or officer's reasonable expenses if it determines that, considering
all the relevant circumstances, the director is entitled to indemnification even
though he or she was adjudged liable to the corporation. In any other
proceeding, no indemnification shall be made if the director or officer is
adjudged liable 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 by any bylaw made by the shareholders, 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.
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<PAGE>
Item 8. Exhibits.
See Exhibit Index following signatures.
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
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 end 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) of this section do
not apply if 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 Commission 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 (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.
(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 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.
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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 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 7th day of February, 2000.
Friedman, Billings, Ramsey Group, Inc.
By: /s/ Emanuel J. Friedman
------------------------------------
Emanuel J. Friedman
Chairman and Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of 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 to file all such amendments,
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Emanuel J. Friedman Director, Chairman and February 7, 2000
- ------------------------------- Co-Chief Executive Officer
Emanuel J. Friedman (Principal Executive Officer)
/s/ Eric F. Billings Director, Vice Chairman and February 7, 2000
- ------------------------------- Co-Chief Executive Officer
Eric F. Billings (Principal Executive Officer)
/s/ W. Russell Ramsey Director, President and February 7, 2000
- ------------------------------- Co-Chief Executive Officer
W. Russell Ramsey (Principal Executive Officer)
/s/ Wallace L. Timmeny Director February 7, 2000
- -------------------------------
Wallace L. Timmeny
/s/ Mark R. Warner Director February 7, 2000
- -------------------------------
Mark R. Warner
/s/ Kurt R. Harrington Chief Financial Officer and Treasurer February 7, 2000
- ------------------------------- (Principal Financial Officer and
Kurt R. Harrington Principal Accounting Officer)
</TABLE>
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
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)
EXHIBIT 5
February 7, 2000
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 5,000,000
shares of the Company's Class A Common Stock, par value $.01 per share (the
"Shares") to be offered and sold pursuant to the FBR Stock and Annual Incentive
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 and to the extent the shares are to be issued by
the Company pursuant to the Plan, we advise you that in our opinion all
necessary corporate proceedings by the Company to authorize such issuance has
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
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 Registration Statement of our reports dated January
26, 1999 included in Friedman, Billings, Ramsey Group, Inc.'s Form 10-K for the
year ended December 31, 1998 and to all references to our Firm included in this
Form S-8 Registration Statement.
/s/ Arthur Andersen LLP
Vienna, Virginia
February 7, 2000
