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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Resource Bancshares Mortgage Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 57-0962375
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7909 Parklane Road, Columbia, South Carolina 29223
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(Address of principal executive offices) (Zip code)
Omnibus Stock Award Plan
Formula Stock Option Plan
Non-Qualified Stock Option Plan
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(Full title of the plans)
Edward J. Sebastian
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, South Carolina 29223
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(Name and address of agent for service)
Telephone number, including area code, of agent for service: (803) 741-3000
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered(1) share price fee
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<S> <C> <C> <C> <C> <C>
Common stock, par
value $.01 per share 857,199 shares(2) $12.52(3) $10,732,131.48 $3,252.16
Common stock, par
value $.01 per share 699,185 shares(4) $13.94(5) $ 9,746,638.90 $2,953.53
Total 1,556,384 shares $20,478,770.38 $6,205.69
</TABLE>
(1) Together with an indeterminable number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant
to such plans as the result of any future stock split, stock dividend or
similar adjustment of the registrant's outstanding common stock.
(2) Represents 537,040 shares reserved for issuance under previously awarded
option grants at prices ranging from $13.86 to $15.47 per share under the
Omnibus Stock Award Plan, 107,000 shares reserved for issuance under
previously awarded option grants at prices ranging from $12.38 to $14.87
per share under the Formula Stock Option Plan and 213,159 shares reserved
for issuance under previously awarded option grants at prices ranging
from $7.19 to $11.17 per share under the Non-Qualified Stock Option Plan.
(3) Represents the average per-share exercise price of options previously
awarded under the Omnibus Stock Award Plan, the Formula Stock Option Plan
and the Non-Qualified Stock Option Plan.
(4) Represents 485,160 shares reserved for issuance pursuant to future grants
under the Omnibus Stock Award Plan, 211,525 shares reserved for issuance
pursuant to future grants under the Formula Stock Option Plan and 2,500
shares reserved for issuance under a previously awarded grant under the
Omnibus Stock Award Plan at an exercise price that has yet to be fixed.
(5) Estimated pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, solely for the purpose of calculating the registration fee based
on the average of the high and low prices of Resource Bancshares Mortgage
Group, Inc. common stock as reported on the Nasdaq National Market System
on April 23, 1997.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The registrant hereby incorporates by reference in this registration
statement the following documents:
(a) The registrant's annual report on Form 10-K for the year ended December
31, 1996.
(b) The registrant's current report on Form 8-K dated April 21, 1997.
(c) The description of the registrant's common stock, par value $.01 per
share, set forth in the registrant's registration statement on Form 8-A dated
May 18, 1993.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered hereby have been sold or which deregisters all securities
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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the common stock of the registrant offered hereby will be
passed on for the registrant by McNair Law Firm, P.A., Columbia, South Carolina.
John W. Currie, a director and the secretary of the registrant and of Resource
Bancshares Corporation, a South Carolina corporation ("RBC"), which owns
approximately 38% of the registrant's common stock, is a member of that firm.
Mr. Currie and other members of that firm are stockholders of the registrant
and/or RBC.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Subsection (a) of Section 145 of the General Corporation Law of the State
of Delaware empowers a corporation to indemnify any person who was or is a party
or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
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Subsection (b) of Section 145 empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
Subsection (c) of Section 145 provides that to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in
subsections (a) and (b) of Section 145, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
Other subsections of Section 145: (i) provide that indemnification provided
for by Section 145 shall not be deemed exclusive of any other rights to which
the indemnified party may be entitled; (ii) provide that indemnification
provided for by Section 145 shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of such person's heirs,
executors and administrators; and (iii) empower the corporation to purchase and
maintain insurance on behalf of a director, officer, employee or agent of the
corporation, or any person who is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liabilities under Section 145. Paragraph (c) of
Article Seventh of the registrant's Restated Certificate of Incorporation
contains a parallel provision.
Section 102(b)(7) of the General Corporation Law of the State of Delaware
provides that a certificate of incorporation may contain a provision eliminating
or limiting the personal liability of a director to a corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (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) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from
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which the director derived an improper personal benefit. Paragraph (a) of
Article Seventh of the registrant's Restated Certificate of Incorporation
eliminates the personal liability of the registrant's directors for monetary
damages for breach of fiduciary duty except to the extent that such elimination
of liability is not permitted under Delaware corporate law.
Paragraph (b) of Article Seventh of the registrant's Restated Certificate
of Incorporation provides for indemnification of its directors, officers,
employees and other agents.
The registrant also maintains liability insurance for its directors and
officers which provides for coverage against loss from claims made against
directors and officers in their capacity as such, including liabilities under
the Securities Act of 1933, as amended.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
See Exhibit Index.
ITEM 9. UNDERTAKINGS
(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:
(A) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(B) 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; and
(C) 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)(A) and (a)(1)(B) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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
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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 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.
(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 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 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 City of Columbia, State of South Carolina, on April 21, 1997.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: /s/ Edward J. Sebastian
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Edward J. Sebastian, Chairman
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Edward J. Sebastian and David W. Johnson,
Jr., and each of them acting individually, as his attorneys-in-fact, each with
full power of substitution, for him in any and all capacities, to sign any and
all amendments to this registration statement and to file the same, with
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming our
signatures as they may be signed by our said attorney to any and all amendments
to said registration statement.
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
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/s/ Edward J. Sebastian Director, Chairman April 21, 1997
- ------------------------------ and Chief Executive
Edward J. Sebastian Officer (principal
executive officer)
/s/ Steven F. Herbert Senior Executive Vice April 21, 1997
- ------------------------------ President and Chief
Steven F. Herbert Financial Officer
(principal financial
and accounting officer)
/s/ John C. Baker Director April 21, 1997
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John C. Baker
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Director
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Stuart M. Cable
/s/ John W. Currie Director and April 21, 1997
- ------------------------------ Secretary
John W. Currie
Director
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Boyd M. Guttery
/s/ David W. Johnson Jr. Director and April 21, 1997
- ------------------------------ Vice Chairman
David W. Johnson, Jr.
/s/ John O. Wolcott Director April 21, 1997
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John O. Wolcott
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EXHIBIT INDEX
Exhibit
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4.1 Restated Certificate of Incorporation of the registrant,
incorporated by reference to Exhibit 3.3 of the registrant's
Registration No. 33-53980
4.2 Amended and Restated Bylaws of the registrant, incorporated
by reference to Exhibit 3.4 of the registrant's Registration
No. 33-53980
4.3 Form of Certificate evidencing shares of the registrant's
common stock, par value $.01 per share, incorporated by
reference to Exhibit 3.3 of the registrant's Registration
No. 33-53980
4.4 Omnibus Stock Award Plan (incorporated by reference to Exhibit 10.37 of
the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995)
4.5 Formula Stock Option Plan (incorporated by reference to Exhibit 10.36
of the registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995)
4.6 Non-Qualified Stock Option Plan (incorporated by reference to Exhibit
10.33 of the registrant's Annual Report on Form 10-K for the year ended
December 31, 1996)
5 Opinion of McNair Law Firm, P.A. regarding legality
23.1 Consent of Price Waterhouse LLP
23.2 Consent of McNair Law Firm, P.A. (included in Exhibit 5)
24 Power of Attorney
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EXHIBIT 5
OPINION OF MCNAIR LAW FIRM, P.A. REGARDING LEGALITY
April 21, 1997
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, SC 29223
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Resource Bancshares Mortgage Group, Inc. (the
"Company") in the preparation of a registration statement on Form S-8 (the
"Registration Statement") filed by the Company with the Securities and Exchange
Commission covering a total of 1,556,384 shares of $.01 par value common stock
(the "Common Stock") which may be issued pursuant to the terms of the Company's
Omnibus Stock Award Plan, Formula Stock Option Plan and Non-Qualified Stock
Option Plan (collectively, the "Plans").
In so acting, we have examined and relied upon such records, documents and
other instruments as in our judgment are necessary or appropriate in order to
express the opinion hereinafter set forth and have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies.
Based on the foregoing, we are of the opinion that the Common Stock, when
issued and delivered against payment in full in accordance with the terms of the
Plans will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the reference to our firm in the Registration
Statement under the heading "Interests of Named Experts and Counsel" and to the
use of this opinion as an exhibit to the Registration Statement. By giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required under Section 7 of the Securities Act of 1933, as
amended, or the general rules and regulations promulgated thereunder.
Very truly yours,
McNAIR LAW FIRM, P.A.
By: /s/ John W. Currie
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A Member of the Firm
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EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1997, which appears on
page 56 of the 1996 Annual Report to Shareholders of Resource Bancshares
Mortgage Group, Inc., which is incorporated by reference in Resource Bancshares
Mortgage Group, Inc.'s Annual Report on Form 10-K for the year ended December
31, 1996.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Columbia, South Carolina
April 18, 1997
