<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 15, 1998
REGISTRATION STATEMENT NO. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 57-0962375
- --------------------------------------------------------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7909 Parklane Road, Columbia, South Carolina 29223
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Resource Bancshares Mortgage Group, Inc. Stock Investment Plan
- --------------------------------------------------------------------------------
(Full title of the plan)
Edward J. Sebastian
Resource Bancshares Mortgage Group, Inc.
7909 Parklane Road
Columbia, South Carolina 29223
- --------------------------------------------------------------------------------
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (803) 741-3000
<TABLE>
<CAPTION>
===============================================================================================================================
Calculation of Registration Fee
- -------------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
to be Registered(1) Registered(1)(2) Offering Price(3) Offering Price(3) Registration Fee(3)
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 275,076 $14.38 $3,955,592.88 $1,099.65
===============================================================================================================================
</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 the Resource Bancshares Mortgage Group, Inc. Stock
Investment Plan, as amended by the First Amendment and the Second
Amendment (the "Plan"), as the result of any future stock split, stock
dividend or similar adjustment of the outstanding common stock, par
value $.01 per share (the "Common Stock"), of Resource Bancshares
Mortgage Group, Inc. (the "Registrant").
(2) The number of shares being registered represents the total number of
shares that have been reserved for issuance pursuant to the Plan but
that have not been issued heretofore.
(3) Estimated pursuant to Rule 457(h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee based on the
average of the high and low prices for the Common Stock as reported on
The Nasdaq National Market on December 8, 1998.
<PAGE> 2
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
Pursuant to General Instruction E of Form S-8, the contents of
Registration Statement No. 33-87536 are incorporated herein by reference. In
addition, the following information is included herein and supercedes the
contents of Registration Statement No. 33-87536.
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:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997;
2. The Registrant's Quarterly Reports on Forms 10-Q for the
quarters ended March 31, 1998, June 30, 1998 and September 30,
1998;
3. The Registrant's current reports on Form 8-K dated January 15,
1998 and February 9, 1998; and
4. The description of the Registrant's Common Stock contained in
the Registrant's Form 8-A declared effective on May 26, 1993.
All documents subsequently filed by the Registrant or the Plan pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 prior
to the 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 the Registration
Statement and to be a part thereof from the date of filing of such documents.
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 of the Registrant, is a member of that
firm. In addition, Mr. Currie and other members of that firm are stockholders of
the Registrant.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of Delaware provides
that a corporation may indemnify directors and officers as well as other
employees and individuals against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation - a "derivative action"), if they acted in good faith
and in a manner they 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 their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses
2
<PAGE> 3
(including attorneys' fees) actually and reasonably incurred in connection with
defense or settlement of such action or suit, and the statute requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The statute provides
that it is not exclusive of other indemnification that may be granted by a
corporation's bylaws, disinterested director vote, stockholder vote, agreement
or otherwise.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (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) for
payments of unlawful dividends or unlawful stock repurchases or redemptions or
(iv) for any transaction from which the director derived an improper personal
benefit.
Article SEVENTH of the Registrant's Certificate of Incorporation
provides for indemnification of its directors, officers, employees and other
agents. Article SEVENTH of the Registrant's Certificate of Incorporation also
provides that a director of the Registrant shall not be personally liable to the
Registrant or its stockholders for monetary damages for beach of a fiduciary
duty as a director except to the extent such exemption from liability or
limitation thereof is not permitted by the Delaware General Corporation Law.
In addition, the Registrant has entered into Indemnity Agreements with
each of its directors and certain other persons who are officers, employees or
agents of the Registrant or who are serving at the request of the Registrant as
a director, officer, employee or agent of another entity. Generally, the
agreements provide for the indemnification of such persons against expenses
(including attorneys' fees), losses, damages, liabilities, judgments, fines and
amounts paid in settlement actually and reasonably incurred because of any claim
or claims made against them by reason of the fact that they are or were serving
in such capacities.
The Registrant also provides liability insurance for its directors and
officers which provides coverage against loss from claims made against such
persons in their capacities as such including liabilities under the Securities
Act of 1933, as amended.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
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 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date
3
<PAGE> 4
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; or
(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)(i) and (1)(ii) 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 with or furnished to the Securities and Exchange
Commission 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.
(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.
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 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.
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.
4
<PAGE> 5
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 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 December
9, 1998.
RESOURCE BANCSHARES MORTGAGE GROUP, INC.
By: /s/ Edward J. Sebastian
------------------------------------------
Edward J. Sebastian, Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS 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 attorney-in-fact, each
with the 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
- --------- ----- ----
/s/ Edward J. Sebastian Chairman of the Board December 9, 1998
- --------------------------- and Chief Executive Officer
Edward J. Sebastian (principal executive officer)
/s/ Steven F. Herbert Senior Executive Vice December 9, 1998
- --------------------------- President and Chief
Steven F. Herbert Financial Officer (principal
financial and accounting officer)
/s/ David W. Johnson, Jr. Vice Chairman, Director and December 9, 1998
- --------------------------- Managing Director
David W. Johnson, Jr.
/s/ John W. Currie Director December 9, 1998
- ----------------------------
John W. Currie
/s/ John C. Baker Director December 9, 1998
- ----------------------------
John C. Baker
/s/ Stuart M. Cable Director December 9, 1998
- ----------------------------
Stuart M. Cable
/s/ Boyd M. Guttery Director December 9, 1998
- ----------------------------
Boyd M. Guttery
/s/ Robin C. Kelton Director December 9, 1998
- ----------------------------
Robin C. Kelton
/s/ John O. Wolcott Director December 9, 1998
- ----------------------------
John O. Wolcott
5
<PAGE> 6
EXHIBIT INDEX
Exhibit Sequential
Number Description of Document Page No.
- ------ ----------------------- --------
*4.1(a) Resource Bancshares Mortgage Group, Inc.
Stock Investment Plan incorporated by reference
to Exhibit 4.1 of the Registrant's Registration
Statement on Form S-8 (File No. 33-87536)
*4.1(b) First Amendment to the Resource
Bancshares Mortgage Group, Inc.
Stock Investment Plan incorporated by
reference to Exhibit 10.27 of the
Registrant's Annual Report on Form 10-K
For the year ended December 31, 1994
4.1(c) Second Amendment to the Resource
Bancshares Mortgage Group, Inc. Stock
Investment Plan.................................................7
*4.2(a) Restated Certificate of Incorporation of
the Registrant incorporated by reference to
Exhibit 3.3 of the Registrant's Registration
Statement on Form S-1 (File No. 33-53980)
*4.2(b) Certificate of Amendment of the Certificate of
Incorporation of the Registrant incorporated by
Reference to Exhibit 3.2 of the Registrant's Annual
Report on Form 10-K for the year ended
December 31, 1997
*4.2(c) Certificate of Designation of the Preferred Stock
of the Registrant incorporated by reference to
Exhibit 4.1 of the Registrant's Form 8-A filed on
February 8, 1998
*4.3 Amended and Restated Bylaws of the Registrant,
incorporated by reference to Exhibit 3.4 of the
Registrant's Registration Statement on Form S-1
(File No. 33-53980)
5 Opinion of McNair Law Firm, P.A................................14
23(a) Consent of McNair Law Firm, P.A. (included in Exhibit 5)
23(b) Consent of Independent Accountants.............................15
24 Power of Attorney (included as part of the signature page)
- ----------
* Incorporated by reference, all other Exhibits are filed herewith.
6
<PAGE> 1
EXHIBIT 4.1(c)
STATE OF SOUTH CAROLINA )
) SECOND AMENDMENT
COUNTY OF RICHLAND )
THIS AMENDMENT, dated as of November 30, 1998, by RESOURCE
BANCSHARES MORTGAGE GROUP, INC. (the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Resource Bancshares Mortgage
Group, Inc. Stock Investment Plan, effective as of January 1, 1995, as amended
by the First Amendment made as of the 24th day of March, 1995 (the "Plan") for
the benefit of its eligible employees; and
WHEREAS, in Section 15 of the Plan, the Company reserved the
right by action of its Board of Directors to amend the Plan; and
WHEREAS, the Company now desires to amend the Plan in several
respects including to authorize an additional 300,000 shares of Common Stock to
be acquired under the Plan, to authorize the acquisition of treasury and
original issue stock by the Plan and to clarify the use of cash dividends and
the purchase periods under the Plan;
NOW, THEREFORE, in consideration of the premises, the Plan is
amended as follows:
1. Effective on and after the date hereof, Section 2(d) of the
Plan shall be deleted and the following inserted in its place:
"(d) Committee means the Board."
2. Effective on and after the date hereof, Section 2(i) shall be
deleted and the following inserted in its place:
"(i) Intentionally Deleted."
3. Effective on and after the date hereof, Section 2(m) of the
Plan shall be deleted and the following inserted in its place:
"(m) Fair Market Value means with respect to
shares of Common Stock purchased in open market purchases, the
price at which the Custodian purchases
1
<PAGE> 2
such Common Stock and with respect to shares of Common Stock
purchased from the Company's treasury stock or newly issued
shares of Common Stock purchased from the Company, the average of
the high and low reported sales prices of the Common Stock for
the trading day most immediately preceding the date on which the
shares are purchased for which sales prices are available from
the principal trading market for the Common Stock."
4. Effective on and after the date hereof, Section 2(q) of the
Plan shall be deleted and the following inserted in its place:
"(q) "Purchase Date" means the date that shares of
Common Stock are purchased pursuant to Section 10 (a "Payroll
Purchase Date") or Section 11(b) (a "Dividend Purchase Date)."
5. Effective January 1, 1997, Section 2(r) of the Plan shall be
deleted and the following inserted in its place:
"(r) "Purchase Period" means any of the Company's
bimonthly payroll periods."
6. Effective May 15, 1998, Section 3 of the Plan shall be deleted
and the following inserted in its place:
"3. SCOPE OF THE PLAN. The maximum number of
shares of Common Stock which may be purchased under the Plan
shall be 425,529 (the original 100,000 shares as adjusted for
changes in capitalization pursuant to Section 14 plus an
additional 300,000 shares) as such number may be adjusted after
May 15, 1998 pursuant to Section 14. Subject to the provisions in
Section 16, the Plan will continue in effect until the maximum
number of shares of Common Stock (described in the preceding
sentence) have been purchased by Participants pursuant to the
Plan. Except as otherwise provided in the Plan, all purchases of
Common Stock pursuant to the Plan shall be subject to the same
terms, conditions, rights and privileges. The shares of Common
Stock acquired by the Custodian pursuant to the Plan shall be
acquired by the Custodian in open market purchases, purchases of
treasury stock from the Company or purchases of original issue
Common Stock from the Company as directed from time to time by
the Chairman of the Board or Vice Chairman of the Company."
7. Effective on and after the date hereof, the second sentence of
Section 4(b) of the Plan shall be deleted and the following inserted in its
place:
2
<PAGE> 3
"An Eligible Employee may elect to participate in
the Plan and to have any amount of Compensation withheld (from a
minimum of $10 per month to a maximum of $1,500 per month) by
signing an appropriate election form."
8. Effective on and after the date hereof, Section 6 of the Plan
shall be deleted and the following inserted in its place:
"5. GRANT OF OPTIONS. Subject to the provisions of
the Plan, as of each Payroll Purchase Date, the Participant shall
be deemed to have been granted an option to purchase as many
shares (including fractional shares) as the Participant will be
able to purchase at the price specified in Section 6 with the
payroll deductions credited to his Payroll Deduction Account
during the preceding Purchase Period. Notwithstanding the
preceding sentence, no Participant may obtain a right to purchase
shares of Common Stock under the Plan if such right would permit
the Participant to purchase stock under the Plan and under any
other employee stock purchase plan (if any) of the Company and
the Affiliates at a rate which exceeds $25,000 in Fair Market
Value (determined as of each Purchase Date) of the Common Stock
and other stock during any calendar year. If the purchases by all
Participants would otherwise cause the aggregate number of shares
of Common Stock to be sold under the Plan to exceed the number
specified in Section 3, each Participant shall be allocated a
ratable portion (determined by the ratio of the Participant's
payroll deduction to the total payroll deductions during the
applicable Purchase Period or the Participant's cash dividends
allocable or allocated with respect to a Dividend Purchase Date
to the total cash dividends allocable or allocated with respect
to such Dividend Purchase Date, as the case may be) of the
maximum number of shares of Common Stock which may be sold."
9. Effective on and after the date hereof, Section 6 of the Plan
shall be amended by inserting the word "Payroll" before the words "Purchase
Date" on the first line thereof.
10. Effective on and after the date hereof, Section 9 of the Plan
shall be amended by inserting the word "Payroll" before the words "Purchase
Date" on the fourth line thereof.
11. Effective January 1, 1997, Section 10(a) of the Plan shall be
deleted and the following inserted in its place:
"10. PURCHASE OF SHARES. (a) On or before the
fifth working day after the end of a Purchase Period, the Company
and its Affiliates will remit to the Custodian an amount equal to
(i) the Participants' aggregate payroll deductions during such
Purchase Period divided by (ii) .85. The Custodian then will
apply the funds to the purchase of shares of Common Stock. Stock
purchases from the remittance will be completed by the Custodian
3
<PAGE> 4
within thirty days following the remittance. Shares will be held
in the name of the Custodian, or its nominee, for the account of
the Plan."
12. Effective on and after the date hereof, the third sentence of
Section 10(b) of the Plan shall be deleted and the following inserted in its
place:
"The Custodian's records shall be confidential and
will not be disclosed to any person or entity except the Company
and except that a Participant shall be entitled to receive
information with respect to the Stock Purchase Account
established for such Participant."
13. Effective on and after the date hereof, the parenthetical in
the last sentence of Section 10(c) of the Plan shall be deleted and the
following inserted in its place:
"(determined by multiplying the number of
fractional shares by the average of the high and low reported
sales prices of the Common Stock for the trading day most
immediately preceding the date on which the Custodian receives
the Participant's request for distribution for which sales prices
are available from the principal trading market for the Common
Stock)."
14. Effective on and after the date hereof, Section 11(a) of the
Plan shall be amended by adding the words "or 11(b)" to the end thereof.
15. Effective on and after the date hereof, Section 11(b) of the
Plan shall be deleted and the following inserted in its place:
"(b) Subject to the provisions of the Plan, as of
each Dividend Purchase Date the Participant shall be deemed to
have been granted an option to purchase as many shares (including
fractional shares) as the Participant will be able to purchase at
a price equal to 85% of the Fair Market Value of such shares as
of the Dividend Purchase Date with the cash dividends allocable
or allocated (within 30 days prior to the Dividend Purchase Date)
to the Common Stock credited to the Participant's Stock Purchase
Account. As of each Dividend Purchase Date, the Participant shall
be deemed to exercise his option to purchase shares (including
fractional shares) with cash dividends allocable or allocated
(within 30 days prior to the Dividend Purchase Date) to the
Common Stock credited to the Participant's Stock Purchase
Account. Notwithstanding the previous two sentences, the deemed
grant of the option and deemed exercise of the option shall not
apply to Participants who are not Eligible Employees as of the
Dividend Purchase Date (hereinafter referred to as "Former
Participants"). On each dividend payment date, the Company shall
remit to the Custodian, in addition to the cash dividends being
paid, an amount equal to the product of (i) the aggregate cash
dividends being paid on such date with respect to shares held by
the
4
<PAGE> 5
Custodian or its nominee allocated or allocable to Participants
(excluding Former Participants) pursuant to the Plan and (ii) 15
/ 85. Such amount and all cash dividends paid by the Company with
respect to such shares on such date shall be used by the
Custodian to purchase shares of Common Stock pursuant to the
exercise of the options pursuant to this Section. The Custodian
will make such purchases within thirty days of the date such
funds are paid. The provisions of the Plan (including the limits
on rights to purchase stock under the Plan) shall apply to the
options granted pursuant to this Section. The Company will bear
all charges of the Custodian and all other costs in connection
with purchases under this Section as provided in Section 6 of the
Plan. Cash dividends with respect to shares credited to a Former
Participant's Stock Purchase Account will automatically be
reinvested by the Custodian to purchase additional shares of
Common Stock at Fair Market Value without the benefit of the
discount provided by the Plan."
16. Effective as of May 15, 1998, Section 17 of the Plan shall be
deleted and the following inserted in its place:
"17. GOVERNMENTAL REGULATIONS. All rights granted
or to be granted to Eligible Employees under this Plan are
expressly subject to all applicable laws and regulations and to
the approval of all governmental authorities required in
connection with the authorization, issuance, sale or transfer of
the shares of Common Stock under the Plan, including, without
limitation, there being an effective registration statement of
the Company under the Securities Act of 1933, as amended,
covering the shares of Common Stock purchasable on the Purchase
Date applicable to such shares, and if such a registration
statement shall not then be effective, the Purchase Date may be
delayed until the first business day after the effective date of
such registration statement."
17. This Amendment is conditioned upon obtaining the appropriate
approval by the stockholders of the Company and shall be submitted for approval
by the stockholders of the Company prior to May 15, 1999. If the Amendment is
not so approved prior to such date, the Company shall be deemed to have adopted
pursuant hereto, effective May 15, 1998, a nonqualified stock option plan which
will have the same provisions as the Plan except (1) the name of the plan will
be the "Resource Bancshares Mortgage Group, Inc. Nonqualified Stock Investment
Plan"; (2) the maximum number of shares which may be purchased under the plan
shall be 300,000 as such number may be adjusted after May 15, 1998 pursuant to
Section 14; (3) the provisions of the above contained Second Amendment set forth
in paragraphs 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15 and 16 hereof
shall be included in the Resource Bancshares Mortgage Group, Inc. Nonqualified
Stock Investment Plan, except that the first sentence of the amendment to
Section 3 effected by paragraph 6 hereof shall not be included in such Plan and
the amendments to be effective on and after the date hereof shall not be
included in such Plan until November 30, 1998; and (4) Section 18(a) of the Plan
shall not be included in the Resource Bancshares Mortgage Group, Inc.
Nonqualified Stock Investment Plan.
5
<PAGE> 6
18. The Company reserves the right by action of the Board of
Directors to amend at any time any of the terms and provisions of this
Amendment. Except as expressly or by necessary implication amended hereby, the
Plan still continues in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed by its duly authorized officers as of the day and year first above
written.
RESOURCE BANCSHARES
MORTGAGE GROUP, INC.
By:
--------------------------------
--------------------------------
[CORPORATE SEAL]
ATTEST:
- --------------------------------
John W. Currie, Secretary
6
<PAGE> 1
EXHIBIT 5
December 10, 1998
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") to be filed by the Company with the Securities and
Exchange Commission covering a total of 275,076 shares (the "Shares") of the
Company's common stock, par value $.01 per share, which may be issued pursuant
to the terms of the Company's Stock Investment Plan, as amended by the First
Amendment and the Second Amendment (the "Plan").
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 Shares, when
issued and delivered against payment in full in accordance with the terms of the
Plan, 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
------------------------
A Member of the Firm
<PAGE> 1
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement of Resource Bancshares Mortgage Group, Inc. on Form S-8
of our report dated January 26, 1998, appearing in and incorporated by reference
in the 1997 Annual Report on Form 10-K of Resource Bancshares Mortgage Group,
Inc. for the year ended December 31, 1997, and to any reference to us in the
Prospectus.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
Columbia, South Carolina
December 7, 1998
