AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
VIRGINIA 32-0045263
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
1001 NINETEENTH STREET NORTH
ARLINGTON, VA 22209
(Address of Principal Executive Offices) (Zip Code)
FBR STOCK AND ANNUAL INCENTIVE PLAN
FBR ASSET INVESTMENT CORPORATION STOCK INCENTIVE PLAN
NON-EMPLOYEE DIRECTOR STOCK COMPENSATION PLAN
(Full titles of the plans)
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WILLIAM J. GINIVAN, ESQ.
SENIOR VICE PRESIDENT AND CHIEF LEGAL OFFICER
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
1001 NINETEENTH STREET NORTH
ARLINGTON, VA 22209
(Name and Address of Agent for Service)
(703) 312-9500
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE REGISTRATION FEE
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Class A Common Stock, 12,627,555 (2) (3) $133,336,074(3) $10,787
par value $0.01 per share
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(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement shall be deemed to cover
an indeterminable number of additional shares that may become issuable
pursuant to the anti-dilution provisions of the plans listed above.
(2) The shares of New FBR Class A common stock being registered hereby
include (a) 10,565,709 shares to be offered under the FBR Stock and
Annual Incentive Plan ("Annual Incentive Plan") (b) 1,861,846 shares to
be offered under the FBR Asset Investment Corporation Stock Incentive
Plan ("Stock Incentive Plan") and (c) 200,000 shares to be offered
under the Non-Employee Director Stock Compensation Plan ("Director
Stock Compensation Plan" and, together with the Annual Incentive Plan
and the Stock Incentive Plan, the "Plans"). In addition, pursuant to
Rule 416(c) under the Securities Act, this Registration Statement also
covers an indeterminate amount of interests to be offered or sold
pursuant to the Plans described herein.
(3) Estimated pursuant to Rules 457(c) and 457(h)(1) under the Securities
Act solely for the purpose of computing the registration fee and based
upon (a)(i) in the case of the shares of New FBR Class A common stock
based upon the Annual Incentive Plan, the weighted average of the
option exercise price of $10.69 with respect to 7,231,311 shares of FBR
Group Class A common stock outstanding as of March 31, 2003, (ii) in
the case of the shares of New FBR Class A common stock based upon the
Stock Incentive Plan, the weighted average of the option exercise price
of $20.00 with respect to 66,095 shares of FBR Asset common stock
outstanding as of March 31, 2003, that became options to purchase a
total of 241,246 shares of New FBR Class A common stock upon
consummation of the Merger pursuant to the Merger Agreement, and (iii)
in the case of shares of New FBR Class A common stock based upon the
Director Stock Compensation Plan, the weighted average of the option
exercise price of $13.82 with respect to 96,000 shares of FBR Group
Class A common stock outstanding as of March 31, 2003, and (b) in the
case of shares of New FBR Class A common stock for which options have
not yet been granted or prices of shares to be issued, the average of
the high and low prices of New FBR Class A common stock on the New
York Stock Exchange on April 8, 2003.
EXPLANATORY NOTE
Pursuant to an Agreement and Plan of Merger (the "Merger
Agreement") dated as of November 14, 2002, by and among Friedman, Billings,
Ramsey Group, Inc. ("FBR Group"), FBR Asset Investment Corporation ("FBR Asset")
and Forest Merger Corporation ("New FBR," renamed "Friedman, Billings, Ramsey
Group, Inc. following completion of the Merger), on March 31, 2003, FBR Asset
was merged with and into New FBR and, following completion of that merger, FBR
Group was merged with and into New FBR (together, the "Merger"). Pursuant to
the Merger Agreement, New FBR assumed the obligations of FBR Group and FBR Asset
under the Plans.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Not filed as part of this Registration Statement pursuant to
Note to Part I 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 I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange
Commission (the "SEC") pursuant to the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), by FBR Group, FBR Asset and New FBR are hereby
incorporated in this Registration Statement by reference:
(1) FBR Group's Annual Report on Form 10-K for the year ended
December 31, 2002, as filed with the SEC on March 28, 2003;
(2) FBR Asset's Annual Report on Form 10-K for the year ended
December 31, 2001, as filed with the SEC on March 29, 2002, and
as amended by Form 10-K/A filed with the SEC on June 27, 2002
(except with respect to audited financial statement
information, which is incorporated by reference to FBR Group's
Annual Report on Form 10-K for the year ended December 31,
2002);
(3) FBR Asset's Quarterly Reports on Form 10-Q for the periods
ended March 31, 2002, June 30, 2002 and September 30, 2002;
(4) FBR Group's Current Reports on Form 8-K as filed with the SEC
on January 30, 2003 and March 28, 2003;
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(5) FBR Asset's Current Reports on Form 8-K as filed with the SEC
on February 6, 2002, February 12, 2002, March 20, 2002, March
22, 2002, April 5, 2002, April 10, 2002, two on April 24, 2002,
May 3, 2002, June 28, 2002, July 25, 2002, August 12, 2002,
October 23, 2002, November 15, 2002, November 18, 2002,
December 6, 2002, January 29, 2003 and March 28, 2003; and
(6) The description of New FBR common stock contained in the
prospectus included in the Registration Statement of New FBR on
Form S-4 (Registration No. 333-10173), as that description may
be updated from time to time.
All documents filed by New FBR with the SEC pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the filing
of this Registration Statement and 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 then
remaining unsold, shall be deemed to be incorporated in this Registration
Statement by reference and to be a part hereof from the date of filing of such
documents.
Any statement contained in this Registration Statement, in an
amendment hereto or in a document 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
amendment to this Registration Statement or in any document that also is
incorporated by reference herein modifies or supersedes such 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.
EXPERTS
The financial statements incorporated into this registration
statement by reference to the Annual Report on Form 10-K of FBR Group for the
year ended December 31, 2002, have been so incorporated in reliance on the
reports of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
The consolidated financial statements of FBR Asset Investment
Corporation and subsidiaries as of December 31, 2002 and 2001, and for each of
the years in the three-year period ended December 31, 2002 have been
incorporated by reference herein in reliance upon the report of KPMG LLP,
independent accountants, incorporated by reference herein, and upon authority of
said firm as experts in accounting and auditing.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
Item 5. Interests of Named Experts and Counsel
The legality of New FBR's shares to be issued in connection
with Plans is being passed upon for New FBR by William J. Ginivan, Senior Vice
President and Chief Legal Counsel, Friedman, Billings, Ramsey Group, Inc. As of
April 11, 2003, Mr. Ginvan beneficially owns
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93,518 shares of New FBR Class A common stock and held unvested options to
purchase an additional 38,000 shares of New FBR Class A common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Virginia Stock Corporation Act permits a Virginia
corporation to include in its articles of incorporation a provision limiting the
liability of its directors and officers to the corporation and its shareholders
for money damages except for liability resulting from willful misconduct or a
knowing violation of the criminal law or any federal or state securities law.
The articles of incorporation of the Registrant contain such a provision.
The articles of incorporation of the Registrant authorize it
to obligate itself to indemnify (and to pay or reimburse reasonable expenses in
advance of final disposition of a proceeding involving) (a) any current or
former director or officer or (b) any individual who, while a director of the
Registrant and at the request of the Registrant, serves or has served another
corporation, partnership, joint venture, trust, employee benefit plan or any
other enterprise as a director, officer, partner, member or trustee of such
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise from and against any claim or liability to which such person may
become subject or which such person may incur by reason of his status as a
present or former director or officer of the Registrant. The Virginia Stock
Corporation Act requires a corporation (unless its articles of incorporation
provide otherwise, which the Registrant's articles of incorporation do not) to
indemnify a director or officer who has been successful, on the merits or
otherwise, in the defense of any proceeding to which he is made a party by
reason of his service in that capacity.
The Virginia Stock Corporation Act permits a corporation to
indemnify its present and former directors and officers, among others, against
judgments, penalties, fines, settlements and reasonable expenses actually
incurred by them in connection with any proceeding to which they may be made a
party by reason of their service in those or other capacities, when conducting
themselves in good faith, unless it is established that (a) in their official
capacities, they did not believe they acted in the best interests of the
corporation, (b) in their non-official capacities, they acted against the best
interests of the corporation or (c) in the case of any criminal proceeding, the
director or officer had reasonable cause to believe that the act or omission was
unlawful. However, under the Virginia Stock Corporation Act, a Virginia
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that the
director or officer was judged liable to the corporation or that the director or
officer received improper benefit. In addition, the Virginia Stock Corporation
Act permits a corporation to advance reasonable expenses to a director or
officer upon the corporation's receipt of (a) a written affirmation by the
director or officer of his good faith belief that he has met the standard of
conduct necessary for indemnification by the corporation and (b) a written
undertaking by or on his behalf to repay the amount paid or reimbursed by the
corporation if it shall ultimately be determined that the standard of conduct
was not met, unless the individuals making advances know that the information
in (a) or (b) is false.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. EXHIBITS.
Exhibit
Number Document Description
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5.1 Opinion of William J. Ginivan, Senior Vice President and
Chief Legal Officer of Friedman, Billings, Ramsey Group,
Inc., as to the legality of the securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of FBR Group.
23.2 Consent of KPMG LLP with respect to the financial
statements of FBR Asset.
23.3 Consent of William J. Ginivan (contained in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).
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:
(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 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 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 clauses (i) and (ii) do
not apply if the information required to be included in a post-effective
amendment by those clauses is contained in periodic reports filed with
or furnished to the Securities and
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Exchange Commission by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act 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; and
(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 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 City of Arlington, Commonwealth of Virginia, on the 11th
day of April, 2003.
FRIEDMAN, BILLINGS, RAMSEY GROUP, INC.
By: /s/ Emanuel J. Friedman
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Name: Emanuel J. Friedman
Title: Chairman and Co-Chief
Executive Officer
We, the undersigned officers and directors of Friedman,
Billings, Ramsey Group, Inc., hereby severally and individually constitute and
appoint Kurt R. Harrington and William J. Ginivan, and each of them, the true
and lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and all
amendments to this Registration Statement on Form S-8 and all instruments
necessary or advisable in connection therewith and to file the same with the
Securities and Exchange Commission, each of said attorneys and agents to have
the power to act with or without the others and to have full power and authority
to do and perform in the name and on behalf of each of the undersigned every act
whatsoever necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person, and
we hereby ratify and confirm our signatures as they may be signed by our said
attorneys and agents or each of them to any and all such amendments and
instruments.
* * * * *
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed below by the following persons in the
capacities as of April 11, 2003.
Signature Title
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Chairman, Co-Chief Executive Officer and
/s/ Emanuel J. Friedman Director (Principal Executive Officer)
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Emanuel J. Friedman
Vice Chairman, Co-Chief Executive Officer and
/s/ Eric F. Billings Director (Principal Executive Officer)
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Eric F. Billings
/s/ W. Russell Ramsey Director
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W. Russell Ramsey
/s/ Daniel J. Altobello Director
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Daniel J. Altobello
Director
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Peter A. Gallagher
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Signature Title
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Director
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Stephen D. Harlan
/s/ Russell C. Lindner Director
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Russell C. Lindner
Director
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Wallace L. Timmeny
/s/ John T. Wall Director
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John T. Wall
Chief Financial Officer and Treasurer
/s/ Kurt R. Harrington (Principal Accounting Officer)
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Kurt R. Harrington
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EXHIBIT INDEX
Exhibit
Number Document Description
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5.1 Opinion of William J. Ginivan, Senior Vice President and
Chief Legal Officer of Friedman, Billings, Ramsey Group,
Inc., as to the legality of the securities being
registered.
23.1 Consent of PricewaterhouseCoopers LLP with respect to the
financial statements of FBR Group.
23.2 Consent of KPMG LLP with respect to the financial
statements of FBR Asset.
23.3 Consent of William J. Ginivan (contained in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page of this
Registration Statement).