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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
_________________________
NCRIC Group, Inc.
(Exact name of Registrant as specified in its charter)
District of Columbia
(State or other jurisdiction of incorporation or organization)
52-2134774
(I.R.S. employer identification no.)
1115 30th Street, NW
Washington, DC 20007
(Address of principal executive offices)
NCRIC Group, Inc. Stock Option Plan
(Full title of the plan)
R. Ray Pate, Jr.
NCRIC Group, Inc.
1115 30th Street, NW
Washington, DC 20007
202-969-1866
(Name, address and telephone number of agent for service)
The Commission is requested to send copies of all communications to:
James B. Halpern
Arent Fox Kintner Plotkin & Kahn, PLLC
1050 Connecticut Avenue, N.W.
Washington, D.C. 20036-5339
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Amount Maximum Maximum Amount of
Title of Each Class of to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered Per Unit Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 74,000 shares $7.00 $518,000 $137
par value
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
* Information required by Part I to be contained in the Section 10(a) prospectus
is omitted from this Registration Statement in accordance with Rule 428 under
the Securities Act of 1933 and the Note to Part I of Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, previously filed by the Registrant with the Commission,
are incorporated by reference in this Registration Statement:
1. The Prospectus filed with the Commission by the Registrant (File No.
333-69537), pursuant to Rule 424(b), dated May 10, 1999.
2. The Registrant's Quarterly Reports on Form 10-QSB for the quarters ended
March 31, 1999, June 30, 1999, and September 30, 1999.
3. The description of the Registrant's shares of common stock in the
Registrant's Registration Statement on Form 8-A (File No. 0-25505).
All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or
15(d) of the Exchange Act, subsequent to the date of filing of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all shares 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 the filing of
such 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 subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such 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.
Section 9.1 of the Registrant's articles of incorporation provides that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted under the Registrant's bylaws and the laws of the District of
Columbia. Article VII of the Registrant's bylaws provides that the Registrant
shall indemnify its directors and officers to the fullest extent permitted by
law, as now in effect and as the law may be amended in the future.
Section 29-304(16) of the D.C. Code authorizes indemnification of directors and
officers against expenses actually and necessarily incurred in connection with
the defense of an action, except in relation to matters as to which an officer
or director is adjudged to be liable for negligence or misconduct in the
performance of duty. This indemnification is not exclusive of other rights under
any bylaw, agreement, vote of stockholders, or otherwise.
The Registrant maintains directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See Exhibit Index.
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Item 9. Undertakings.
(a) The 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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this 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 this Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such information
in this 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 with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in this Registration
Statement.
(2) 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.
(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, 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 this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and that offering of such securities at the time shall be
deemed to be the initial bona fide offering thereof.
(c) 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities 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 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 District of Columbia, on this 27th day of December,1999.
NCRIC Group, Inc.
By /s/ R. Ray Pate, Jr.
-------------------------------------------
R. Ray Pate, Jr.
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints R. Ray Pate,
Jr. and Rebecca B. Crunk his or her true and lawful attorney-in-fact and agent,
each acting alone, with full power of substitution and resubstitution, for him
or her and in his or her name, place and stead, in any and all capacities, to
sign any or all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents, each acting alone, full power and authority to do
and perform each and every act and thing appropriate or necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent, acting alone, or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities indicated and on the
date indicated.
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Signature Title Date
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<S> <C> <C>
/s/ Nelson P. Trujillo Chair of the Board December 27, 1999
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Nelson P. Trujillo, M.D.
/s/ R. Ray Pate, Jr. President, Chief Executive December 27, 1999
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R. Ray Pate, Jr. Officer and Director
/s/ Rebecca B. Crunk Chief Financial Officer December 27, 1999
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Rebecca B. Crunk (Principal Financial and
Accounting Officer)
/s/ Vincent C. Burke, III Director December 27, 1999
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Vincent C. Burke, III
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Signature Title Date
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<S> <C> <C>
/s/ Pamela W. Coleman, M.D. Director December 27, 1999
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Pamela W. Coleman, M.D..
/s/ Charles H. Epps, Jr., M.D. Director December 27, 1999
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Charles H. Epps, Jr., M.D.
/s/ Leonard M. Glassman Director December 27, 1999
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Leonard M. Glassman, M.D.
/s/ J. Paul McNamara Director December 27, 1999
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J. Paul McNamara
_______________________________ Director December , 1999
Leonard Parver, M.D.
/s/ Raymond Scalettar, M.D. Director December 27, 1999
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Raymond Scalettar, M.D.
/s/ David M. Seitzman Director December 27, 1999
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David M. Seitzman, M.D.
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EXHIBIT INDEX
Exhibit Number Description of Document
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5 Opinion of Arent Fox Kintner Plotkin & Kahn, PLLC.
23(a) Consent of Arent Fox Kintner Plotkin & Kahn, PLLC, included in
Exhibit 5.
23(b) Consent of Deloitte & Touche LLP.
24 Power of Attorney, included in signature pages.
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[LETTERHEAD OF ARENT FOX APPEARS HERE]
EXHIBIT 5
December 27, 1999
NCRIC Group, Inc.
1115 30th Street, NW
Washington, DC 20007
Ladies and Gentlemen:
We have acted as counsel for NCRIC Group, Inc. in connection with the
registration by NCRIC Group, Inc. under the Securities Act of 1933, as amended,
of 74,000 shares of its common stock, par value $.01 per share.
On the basis of such investigation as we have deemed necessary, we are of the
opinion that such shares, when issued and paid for as contemplated in the
Section 10(a) prospectus covering such shares, and assuming that previously
unissued shares will not be issued for less than their par value, will be
legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to such
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended.
Very truly yours,
ARENT FOX KINTNER PLOTKIN & KAHN, PLLC
By /s/ James B. Halpern
--------------------
James B. Halpern
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Exhibit 23(b)
Deloitte & Touche
- ---------------------------- ------------------------------------------------
[LOGO OF DELOITTE & TOUCHE] Deloitte & Touche LLP
1750 Tysons Boulevard
McLean, Virginia 22102-4219
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
NCRIC Group, Inc. on Form S-8 of our reports for NCRIC Group, Inc. and
Subsidiaries dated February 4, 1999 and for the Management Services of
Healthcare Consulting, Inc., HCI Ventures, LLC, and Employee Benefit Services,
Inc. dated January 12, 1999, respectively, appearing in the Prospectus of NCRIC
Group, Inc. (File No. 333-69537) dated May 10, 1999.
/s/ Deloitte & Touche LLP
Washington, D.C.
December 23, 1999
