FBCM Fbr Capital Markets Corp. (MM)

As filed with the Securities and Exchange Commission on June 23, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

FBR & Co.

(Exact name of registrant as specified in its charter)

FBR Capital Markets Corporation

2007 Employee Stock Purchase Plan

(Full title of the plan)

William J. Ginivan

Executive Vice President and General Counsel

FBR & Co.

1001 Nineteenth Street North

Arlington, Virginia 22209

(703) 469-1040

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Calculation of Registration Fee

REGISTRATION OF ADDITIONAL SECURITIES

INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

A Registration Statement on Form S-8 (SEC file no. 333-143909) was filed with the Securities and Exchange Commission (the “ Commission ”) on June 20, 2007 covering the registration of 1,000,000 shares of common stock, par value $0.001 per share, of FBR & Co., a Virginia corporation (the “ Registrant ”), to be offered pursuant to the Registrant’s 2007 Employee Stock Purchase Plan, as amended (the “ Plan ”). Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed to register an additional 1,000,000 shares of common stock under the Plan and hereby incorporates by reference the contents of the prior Registration Statement except for Items 3 and 8, which are being updated by this Registration Statement.

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 and information previously filed with the Commission:

(1) the Registrant’s annual report on Form 10-K for the fiscal year ended December 31, 2010, filed with the Commission on March 15, 2011, as amended by Amendment No. 1 to the annual report on Form 10-K/A, filed with the Commission on May 2, 2011;

(2) the Registrant’s quarterly report on Form 10-Q for the quarter ended March 31, 2011, filed with the Commission on May 9, 2011;

(3) the Registrant’s current reports on Form 8-K, filed with the Commission on February 25, 2011, March 29, 2011, April 29, 2011, May 2, 2011, June 3, 2011 and June 23, 2011;

(4) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), since December 31, 2010; and

(5) The description of the Registrant’s common stock, $0.001 par value per share, contained in the Registrant’s Registration Statement on Form 8-A filed on June 5, 2007 under the Exchange Act, including any amendments or reports filed for the purpose of updating such description.

All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “ Incorporated Documents ”). Any statement contained in an Incorporated Document 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 Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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, state of Virginia, on June 23, 2011.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

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