AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 21, 2005
REGISTRATION NO. 333-______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
----------------------------------
MUNICIPAL MORTGAGE & EQUITY, LLC
(Exact Name of Registrant as Specified in Its Charter)
------------------------------------------------------
DELAWARE 52-1449733
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
------------------------------ ----------------------
621 EAST PRATT STREET, SUITE 300 21202
BALTIMORE, MARYLAND (Zip code)
(Address of Principal Executive Offices)
MUNICIPAL MORTGAGE & EQUITY, LLC
2004 NON-EMPLOYEE DIRECTORS' SHARE PLAN
(Full Title of the Plan)
and
MUNICIPAL MORTGAGE & EQUITY, LLC
2004 SHARE INCENTIVE PLAN
(Full Title of the Plan)
------------------------
MICHAEL L. FALCONE
MUNICIPAL MORTGAGE & EQUITY, LLC
621 EAST PRATT STREET, SUITE 300
BALTIMORE, MARYLAND 21202
(443) 263-2900
(Name and Address and Telephone Number,
Including Area Code, of Agent For Service)
------------------------
With a copy to:
ROBERT E. KING, JR., ESQ.
CLIFFORD CHANCE US LLP
31 WEST 52ND STREET
NEW YORK, NEW YORK 10019
(212) 878-8000
------------------------
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to be Amount To Be Offering Price Aggregate Offering Amount of
Registered Registered(1) Per Share(2) Price(2) Registration Fee
--------------------------------------- ------------- ---------------- ------------------ ----------------
Common Shares 1,400,000 $ 26.67 $ 37,338,000 $ 4,394.69
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), the number of shares being registered shall be adjusted
to include any additional shares which may become issuable as a result of
stock splits, stock dividends, or similar transactions in accordance with
anti-dilution provisions of the plans.
(2) Estimated solely for the purpose of determining the registration fee in
accordance with Rule 457(c), on the basis of the average of the high and
the low prices of the Registrant's Common Shares reported in the
consolidated reporting system on the New York Stock Exchange Composite
Tape on January 19, 2005.
================================================================================
EXPLANATORY NOTE
The registrant has filed this registration statement on Form S-8 to
register 1,400,000 shares of its common stock pursuant to the Municipal Mortgage
& Equity, LLC 2004 Non-Employee Directors' Share Plan and the 2004 Share
Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to employees as specified by Rule 428(b)(1) of the
Securities Act. Such documents need not be filed with the Securities and
Exchange Commission (or the SEC) either as part of this registration statement
or as prospectuses or prospectus supplements pursuant to Rule 424 of the
Securities Act. These documents and the documents incorporated by reference in
this registration statement pursuant to Item 3 of Part II of this registration
statement, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
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
by Municipal Mortgage & Equity, LLC (the "Company") are incorporated as of their
respective dates in this Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 2003, (the "2003 10-K").
(b) The Company's amended Quarterly Report on Form 10-Q for the quarter
ended March 31, 2004 as filed on September 24, 2004.
(c) The Company's amended Quarterly Report on Form 10-Q for the quarter
ended June 30, 2004 as filed on September 24, 2004.
(d) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004 as filed on November 9, 2004.
(e) The Company's Current Reports on Form 8-K filed on March 4, 2004,
September 24, 2004, October 20, 2004, October 25, 2004, November 17, 2004 and
December 13, 2004 (as amended on Form 8-K/A filed on January 3, 2005).
(e) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the 2003 10-K.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
According to Article 8 of the Company's Amended and Restated Certificate
of Formation and Operating Agreement (the "Operating Agreement"), all directors
and officers of the Company are entitled to indemnification from the Company for
any loss, damage or claim (including any reasonable attorneys' fees incurred by
such person in connection therewith) due to any act or omission made by him or
her, except in the case of fraudulent or illegal conduct of such person;
provided, that any indemnity shall be paid out of, and to the extent of, the
assets of the Company only (or any insurance proceeds available therefor), and
no shareholder shall have any personal liability on account thereof. The
termination of any action, suit or proceeding by judgment, order, settlement or
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the director or officer acted fraudulently or
illegally.
The indemnification provided in the Operating Agreement is not deemed to
be exclusive of any other rights to which those indemnified may be entitled
under any agreement, vote of shareholders or directors, or otherwise, and shall
inure to the benefit of the heirs, executors and administrators of such a
person. Any repeal or modification of the indemnification provisions contained
in the Company's Operating Agreement will not adversely affect any right or
protection of a director or officer of the Company existing at the time of such
repeal or modification.
2
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Amended and Restated Certificate of Formation and Operating
Agreement of the Company dated as of August 12, 2002 (filed as an
Exhibit to the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2002 and incorporated herein by reference)
4.2 Amended and Restated By-Laws of the Company (filed as an Exhibit to
the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2003 and incorporated herein by reference)
4.3 Specimen copy of Common Share (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (File No. 33-99088) filed
November 7, 1995, and incorporated herein by reference)
5.1 Opinion of Clifford Chance US LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Clifford Chance US LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages hereto)
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(i) 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 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 a 20% 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 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 Section 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
(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 (and, where applicable, each filing of the employee benefit plan's
annual report pursuant to Section 15(d) or 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 herein, 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 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
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.
4
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 Baltimore, State of Maryland on this 21st day of
January, 2005.
MUNICIPAL MORTGAGE & EQUITY, LLC
By: /s/ Michael L. Falcone
------------------------
Name: Michael L. Falcone
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Municipal Mortgage & Equity, LLC hereby severally constitute
Michael L. Falcone and William S. Harrison and each of them singly, our true and
lawful attorneys with full power to them, and each of them singly, to sign for
us and in our names in the capacities indicated below, the Registration
Statement filed herewith and any and all amendments to said Registration
Statement (including without limitation any amendments filed pursuant to Section
462(b) of the Securities Act of 1933), and generally to do all such things in
our names and in our capacities as officers and directors to enable Municipal
Mortgage & Equity, LLC to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signature as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Michael L. Falcone President, Chief Executive January 21, 2005
------------------------------ Officer (Principal Executive
MICHAEL L. FALCONE Officer) and Director
/s/ Mark K. Joseph Chairman of the Board of January 21, 2005
------------------------------ Directors
MARK K. JOSEPH
/s/ William S. Harrison Executive Vice President and January 21, 2005
------------------------------ Chief Financial Officer
WILLIAM S. HARRISON
/s/ Charles C. Baum Director January 21, 2005
------------------------------
CHARLES C. BAUM
/s/ Richard O. Berndt Director January 21, 2005
------------------------------
RICHARD O. BERNDT
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert S. Hillman Director January 21, 2005
------------------------------
ROBERT S. HILLMAN
/s/ Douglas A. McGregor Director January 21, 2005
------------------------------
DOUGLAS A. MCGREGOR
/s/ Carl W. Stearn Director January 21, 2005
------------------------------
CARL W. STEARN
/s/ Eddie C. Brown Director January 21, 2005
------------------------------
EDDIE C. BROWN
/s/ Fred N. Pratt,Jr Director January 21, 2005
-------------------
FRED N. PRATT, JR.
/s/ Arthur S. Mehlman Director January 21, 2005
------------------------------
ARTHUR S. MEHLMAN
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
4.1 Amended and Restated Certificate of Formation and Operating Agreement of
the Company dated as of August 12, 2002 (filed as an Exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2002 and incorporated herein by reference)
4.2 Amended and Restated By-Laws of the Company (filed as an Exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended December
31, 2003 and incorporated herein by reference)
4.3 Specimen copy of Common Share (filed as Exhibit 4.1 to the Company's
Registration Statement on Form S-4 (File No. 33-99088) filed November 7,
1995, and incorporated herein by reference)
5.1 Opinion of Clifford Chance US LLP
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Clifford Chance US LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on the signature pages hereto)