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) 469-1040
(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 Securities Amount to be Registered Offering Price Per Share Aggregate Offering Price Amount of Registration
to be Registered Fee
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Class A Common Stock,
par value $.01 per 9,900,000 (1) $6.375 (2) $63,112,500(2) $15,778.13
share
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(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 16, 2001, which was $6.375.
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 an additional 9,900,000 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"). The
contents of the Registration Statement on Form S-8 filed by the Registrant on
February 7,2000, file number 333-96295 (registering the offer and sale of
5,000,000 shares of Common Stock pursuant to the Plan), are incorporated by
reference.
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, 1999, filed on March 29, 2000;
(2) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000, June 30, 2000 and September 30, 2000;
(3) The Registrant's Current Reports on Form 8-K filed January 18, 2000,
January 31, 2000, April 20, 2000, August 3, 2000, October 27, 2000,
November 2, 2000, January 30, 2001, February 6, 2001 and February 13,
2001;
(4) 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
(5) 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.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
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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 15th day of February, 2001.
Friedman, Billings, Ramsey Group, Inc.
By: /s/ Emanuel J. Friedman
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Emanuel J. Friedman
Chairman and Co-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.
Signature Title Date
--------- ----- ----
/s/ Emanuel J. Friedman Director, Chairman and February 15, 2001
---------------------------- Co-Chief Executive Officer
Emanuel J. Friedman (Principal Executive Officer)
/s/ Eric F. Billings Director, Vice Chairman and February 15, 2001
---------------------------- Co-Chief Executive Officer
Eric F. Billings (Principal Executive Officer)
/s/ W. Russell Ramsey Director, President and February 15, 2001
---------------------------- Co-Chief Executive Officer
W. Russell Ramsey (Principal Executive Officer)
/s/ Wallace L. Timmeny Director February 15, 2001
----------------------------
Wallace L. Timmeny
/s/ Mark R. Warner Director February 15, 2001
----------------------------
Mark R. Warner
/s/ Daniel J. Altobello Director February 15, 2001
----------------------------
Daniel J. Altobello
/s/ Kurt R. Harrington Chief Financial Officer and Treasurer February 15, 2001
---------------------------- (Principal Financial Officer and
Kurt R. Harrington Principal Accounting Officer)
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EXHIBIT INDEX
Exhibit Number Description
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5 Opinion of McGuireWoods LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of McGuireWoods LLP (filed as part of Exhibit
5)
24 Power of Attorney (included on signature page)
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