S-3

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As filed with the Securities and Exchange Commission on April 22, 2002

Registration No.            

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

COMPUCREDIT CORPORATION
(Exact name of registrant as specified in its charter)

6141
(Primary Standard Industrial Classification Code Number)

GEORGIA
(State or other jurisdiction of incorporation or organization) 58-2336689
(I.R.S. Employer Identification No.)

245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia 30346
(770) 206-6200
(Address including zip code, and telephone number, including area code, of registrant's principal executive offices)

Rohit H. Kirpalani
General Counsel
245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia 30346
(770) 206-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

W. Brinkley Dickerson, Jr.
Troutman Sanders LLP
600 Peachtree Street, N.E.—Suite 5200
Atlanta, Georgia 30308-2216

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this Registration Statement, as determined by the selling shareholders.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.    / /

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.    /x/

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    / /

If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.    / /

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Aggregate Price Per Share(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Series A Preferred Stock	30,000 shares	$1,024.35	$30,730,500	$2,827.21
Common Stock(2)	5,375,000 shares(2)	(3)	(3)	(3)

(1)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(i) under the Securities Act of 1933, as amended.

(2)

Such number represents the number of shares of common stock that are potentially issuable upon conversion of the Series A Preferred Stock. Pursuant to Rule 416 under the Securities Act, we are also registering such indeterminate number of shares of common stock as may be issued from time to time upon conversion of the Series A Preferred Stock as a result of the antidilution protections of the Series A Preferred Stock.

(3)

No additional consideration will be received for the common stock, and, therefore, no registration fee is required pursuant to Rule 457(i).

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

Subject to completion, dated April 22, 2002

        30,000 SHARES OF SERIES A PREFERRED STOCK AND
UP TO 5,375,000 SHARES OF COMMON STOCK ISSUABLE UPON THE CONVERSION
OF THE SERIES A PREFERRED STOCK OF
COMPUCREDIT CORPORATION

        This prospectus relates to 30,000 shares of Series A Preferred Stock, no par value per share, and up to 5,375,000 shares of common stock, no par value per share, which are potentially issuable upon the conversion of the Series A Preferred Stock. The Series A Preferred Stock is held by the selling shareholders listed in this prospectus. The Series A Preferred Stock was originally issued by us to each of the selling shareholders in connection with a Securities Purchase Agreement dated December 17, 2001. Under the terms of a Shareholders Agreement, dated December 17, 2001, we agreed to file a registration statement, of which this prospectus is part, with the SEC to enable the selling shareholders to sell their shares of Series A Preferred Stock or common stock (in the case of the conversion of the Series A Preferred Stock). Under the registration statement of which this prospectus is a part, the selling shareholders may sell or distribute up to an aggregate of 30,000 shares of Series A Preferred Stock, or up to 5,375,000 shares of common stock which are potentially issuable upon the conversion of the Series A Preferred Stock, in one or more transactions. The process by which the selling shareholders will sell or distribute their Series A Preferred Stock or common stock, as the case may be, is described in this prospectus under the heading "Plan of Distribution."

        The selling shareholders may sell any or all of their Series A Preferred Stock or common stock, as the case may be, directly to purchasers or through agents, underwriters, or dealers on any stock exchange, market or trading facility on which the shares are traded or in private transactions. We will not receive any proceeds from the sale of these shares. These sales may be at fixed or negotiated prices which will be determined at the time of sale. If required, the name of any agents, underwriters or dealers and any other required information will be set forth in a supplement to this prospectus. We will bear the expenses and fees incurred in registering the shares offered by this prospectus. The selling shareholders will pay any brokerage commissions or discounts attributable to the sale of their shares.

        Our common stock trades on the Nasdaq National Market under the symbol "CCRT." The last reported sale price for our common stock on the Nasdaq National Market on April 19, 2002 was $7.95 per share. The Series A Preferred Stock is not traded on any national exchange or in any other public market and we do not intend to register the Series A Preferred Stock for sale on any national exchange or in any other public market.

        Our principal executive offices are located at 245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia 30346, and our telephone number at that address is (770) 206-6200.

Investing in the Series A Preferred Stock and/or common stock involves risks and uncertainties. Please see "Risk Factors" beginning on page 3 of this prospectus and the risk factors contained in the reports incorporated by reference in this prospectus for a discussion of risks associated with owning our stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 22, 2002

SUMMARY	3
RISK FACTORS	3
RATIO OF COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS TO EARNINGS	9
USE OF PROCEEDS	9
SELLING SHAREHOLDERS	10
DESCRIPTION OF PREFERRED AND COMMON STOCK	11
PLAN OF DISTRIBUTION	13
EXPERTS	15
LEGAL MATTERS	15
WHERE YOU CAN FIND MORE INFORMATION	15
INCORPORATION BY REFERENCE	16

2

SUMMARY

        CompuCredit is a credit card company that uses analytical techniques, including computer modeling, to market general-purpose credit cards and related fee-based products and services. Through our Aspire brand and others, we currently serve more than 2.0 million customers nationwide. Our credit cards are issued by Columbus Bank and Trust Company under an agreement with us.

        On December 17, 2001, we completed a private placement of 30,000 shares of Series A Preferred Stock. All of the Series A Preferred Stock was purchased by the selling shareholders.

        This prospectus provides you with a general description of CompuCredit and our preferred and common stock. You should read this prospectus and any applicable prospectus supplement provided to you, together with the additional information described under the heading "Where You Can Find More Information."

        The registration statement that contains this prospectus (including the exhibits to the registration statement) contains additional information about our company and the shares offered under this prospectus. The registration statement can be read at the SEC web site or at the SEC offices mentioned under the heading "Where You Can Find More Information."

        You should rely only on the information contained in this prospectus and any applicable prospectus supplement that may be provided to you. We have not authorized any other person to provide you with different information. If anyone provides you with different information, you should not rely on it. We are not making, and the selling shareholders are not permitted to make, an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any applicable prospectus supplement is accurate only as of the date on its front cover. Our business, financial condition, results of operations and prospects may have changed since that date. Additionally, you should be aware of and carefully consider the risks associated with owning our preferred or common stock. Certain of these risks are described in this prospectus under the heading "Risk Factors."

RISK FACTORS

        An investment in our preferred or common stock involves a high degree of risk. You should carefully consider the risks described below and the other information contained in this prospectus and in our other filings incorporated by reference before deciding to invest in our stock. The risks described below and in our other filings incorporated by reference are not the only ones facing our company. Additional risks not presently known to us, or which we currently consider immaterial may also adversely affect us. If any of the following risks actually occur, our business, financial condition and operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and you could lose part or all of your investment.

Set forth below are factors that we believe may affect our performance or cause actual results to differ materially from forward-looking statements that we have made or may make in the future. The risks and uncertainties described below are not the only risks we face. These risks are the ones we consider to be the most significant at this time. We might be wrong. There may be risks that you in particular view differently than we do, and there are other risks and uncertainties that are not presently known to us or that we currently consider less significant, but that may in fact impair our business operations. If any of the following risks actually occur, our business, results of operations and financial condition could be seriously harmed and the trading price of our common stock could decline.

Our financial performance is significantly dependent upon the collectibility of the credit card receivables that we originate or purchase.

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        Collectibility is a function of many factors, including the validity of the selection criteria that we use in issuing credit cards, the maturity (seasoning) of the relationships with our customers, and general economic conditions, and it is extremely difficult to predict. Lower collectibility adversely impacts our performance. To the extent that we have over estimated collectibility, in all likelihood we have over estimated our performance. Some of these concerns are discussed more fully below.

We may not successfully evaluate the creditworthiness of our customers and may not price our credit products so as to remain profitable. Our target market generally has a higher risk of nonpayment, higher frequencies of delinquencies and higher credit losses than consumers who are served by more traditional providers of consumer credit. Some of the consumers included in our target market are consumers who are dependent upon finance companies, consumers with only retail store credit cards and/or lacking general purpose credit cards, consumers who are establishing or expanding their credit and consumers who may have had a delinquency, a default or, in some instances, a bankruptcy in their credit histories, but have, in our view, demonstrated recovery. We price our credit products taking into account the risk level of our target customers. However, greater than expected nonpayment and delinquency rates would harm our profitability.

The lack of seasoning of our credit card portfolio makes it difficult to predict the performance of our business. A portfolio of older accounts generally behaves more predictably than a newly originated portfolio. As of December 31, 2001, 94% of our total portfolio was comprised of originated receivables and most of these originated receivables were less than two years old. In general, as the average age of an originated credit card receivables portfolio increases, delinquency and charge off rates can be expected to increase and then stabilize. Any increases in delinquencies and charge offs beyond our expectations will decrease the value of our retained interests in securitization transactions resulting in a decrease in our net income. This also may reduce the funds available for our future growth and may hinder our ability to complete other securitizations in the future. As recently as the fourth quarter of 2000 and throughout 2001 a greater than expected charge off ratio adversely impacted our business and stock price.

An economic slowdown could increase credit losses and/or decrease our growth. Because our business is directly related to consumer spending, any period of economic slowdown or recession could make it more difficult for us to add or retain accounts or account balances. In addition, during periods of economic slowdown or recession, we expect to experience an increase in rates of delinquencies and the frequency and severity of credit losses. Our actual rates of delinquencies and frequency and severity of credit losses may be higher under adverse economic conditions than those experienced in the consumer finance industry generally because of our focus on the underserved market. Moreover, because we have experienced only limited adverse general economic conditions since we began originating accounts, we may not accurately anticipate the effect of an economic slowdown or a recession.

Because a significant portion of our reported income is based on our management's estimates of the performance of securitized receivables, differences between actual and expected performance of the receivables may cause fluctuations in net income. Income from the sale of receivables in securitization transactions and income from retained interests in credit card receivables securitized have constituted, and are likely to continue to constitute, a significant portion of our income. Portions of this income are based primarily on management's estimates of cash flows we expect to receive from the interests that we retain when we securitize receivables. Differences between actual and expected performance of the receivables may cause fluctuations in our net income. The expected cash flows are based on management's estimates of interest rates, default rates, payment rates, new purchases, costs of funds paid to investors in the securitizations, servicing costs, discount rates and required amortization payments. These estimates are based on a variety of factors, many of which are not within our control. As a result, these estimates will differ from actual performance.

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Increases in expected losses and delinquencies may prevent us from continuing to securitize receivables in the future on similar terms. Greater than expected delinquencies and losses could also impact our ability to complete other securitization transactions on acceptable terms or at all, thereby decreasing our liquidity and forcing us to either decrease or stop our growth or rely on alternative, and potentially more expensive funding sources to the extent available.

Increases in expected losses and delinquencies may cause us to incur losses on our retained interests. If the actual amounts of delinquencies and losses that occur in our securitized receivables are greater than our expectations, the value of our retained interests in the securitization transactions will be decreased. Since we derive a portion of our income from these retained interests, higher than expected rates of delinquency and loss could cause our net income to be lower than expected. In addition, under the terms of our securitizations agreements, certain levels of loss and delinquency could result in us being required to repay our securitizations investors earlier than expected, reducing funds available to us for future growth.

Seasonal consumer spending may result in fluctuations in our net income. Our quarterly income may substantially fluctuate as a result of seasonal consumer spending. In particular, our customers may charge more and carry higher balances during the year-end holiday season and before the beginning of the school year, resulting in corresponding increases in managed loans and receivables securitized during those periods.

Increases in interest rates may increase our cost of funds and may reduce the payment performance of our customers. Increases in interest rates may increase our cost of funds, which could significantly affect our results of operations and financial condition. Our credit card accounts have variable interest rates. Significant increases in these variable interest rates may reduce the payment performance of our customers.

Due to the lack of historical experience with internet customers, we may not be able to successfully target these customers or evaluate their creditworthiness. There is less historical experience with respect to the credit risk and performance of credit card customers acquired over the internet. As part of our growth strategy, we may expand our origination of credit card accounts over the internet; however, we may not be able to successfully target and evaluate the creditworthiness of these potential customers. Therefore, we may encounter difficulties managing the expected delinquencies and losses and appropriately pricing our products.

We are substantially dependent upon securitizations and other borrowed funds in order to fund the credit card receivables that we originate or purchase.

        All of our securitization facilities are of finite duration (and ultimately will need to be extended or replaced) and contain conditions that must be fulfilled in order for funding to be available. In the event that advance rates for securitizations are reduced, investors in securitizations require a greater rate of return, we fail to meet the requirements for continued funding, or securitizations otherwise become unavailable to us, we may not be able to maintain or grow our base of credit card receivables or it may be more expensive for us to do so. In addition, because of advance rate limitations, we maintain retained interests in our securitizations that must be funded through profitable operations, equity raised from third parties, or funds borrowed elsewhere. The cost and availability of equity and borrowed funds is dependent upon our financial performance, the performance of our industry generally, and general economic and market conditions, and recently has been both expensive and difficult to obtain. Some of these concerns are discussed more fully below.

We may be unable to meet our future capital and liquidity needs or may be forced to rely on more expensive funding sources to sustain our growth. We will require additional capital in the future, and we may not be able to sell debt or equity securities, securitize our receivables or borrow additional funds on a timely basis or on terms that are acceptable to us. To the extent that we continue to grow our

5

receivables, our cash requirements are likely to exceed the amount of cash we generate from operations. We have financed substantially all of our originated and purchased receivables through securitizations. Because the terms of our securitizations are negotiated with each investor, the terms of our future securitizations may not be as favorable to us as the terms of our existing securitizations. If additional or future securitization transactions are not available on terms we consider acceptable or if existing securitization facilities are not renewed on terms as favorable as we have now, we may have to rely on other more expensive funding sources, we may not be able to grow or we may have to reduce our managed loans outstanding. As recently as the fourth quarter of 2001, disruptions in the credit markets adversely affected the ability of companies like us to raise money from these sources. Furthermore, our ability to securitize our assets depends on the continued favorable legal, regulatory, accounting and tax environment for these transactions.

The timing and size of securitizations may cause fluctuations in quarterly income. Substantial fluctuations in the timing or the volume of receivables securitized will cause fluctuations in our quarterly income. Factors that affect the timing or volume of securitizations include the growth in our receivables, market conditions and the approval by all parties of the terms of the securitization.

We may be required to pay to investors in our securitizations an amount equal to the amount of securitized receivables if representations and warranties made to us by sellers of the receivables are inaccurate. The representations and warranties made to us by sellers of receivables we purchased may be inaccurate. We rely on these representations and warranties when we securitize these purchased receivables. Our securitization transactions involve us making representations and warranties to investors and, generally speaking, if there is a breach of our representations and warranties, then under the terms of the applicable investment agreement, we could be required to pay the investors a sum equal to the amount of the securitized receivables. Thus, our reliance on a representation or warranty of a receivables seller, which proves to be false and causes a breach of one of our representations or warranties, could subject us to a potentially costly liability.

Our financial performance is, in part, a function of the aggregate amount of credit card receivables that are outstanding.

        This aggregate amount is a function of many factors including purchase rates, payment rates, interest rates, seasonality, general economic conditions, competition from other credit card issuers and other sources of consumer financing, access to funding as noted above, and the success of our marketing efforts. To the extent that we have over estimated the size or growth of our credit card receivables, in all likelihood we have over estimated our future performance.

Intense competition for credit card customers may cause us to lose accounts or account balances to competitors. We may lose entire accounts, or may lose account balances, to competing card issuers that offer lower interest rates and fees or other more attractive terms or features. We believe that customers choose credit card issuers largely on the basis of interest rates, fees, credit limits and other product features. For this reason, customer loyalty is often limited. Our future growth depends largely upon the success of our marketing programs and strategies. Our credit card business competes with national, regional and local bank card issuers and with other general purpose credit card issuers, including American Express®, Discover® and issuers of Visa® and MasterCard® credit cards. Some of these competitors may already use or may begin using many of the programs and strategies that we have used to attract new accounts. In addition, many of our competitors are substantially larger than we are and have greater financial resources. Further, the Gramm-Leach-Bliley Act of 1999, which permits the affiliation of commercial banks, insurance companies and securities firms, may increase the level of competition in the financial services market, including the credit card business.

We may be unable to sustain and manage our growth. We may experience fluctuations in net income or sustain net losses if we are not able to sustain or effectively manage our growth. Growth is a product of a combination of factors, many of which are not in our control. Factors include:

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•

growth in both existing and new account balances;



•

the degree to which we lose accounts and account balances to competing credit card issuers;



•

levels of delinquencies and credit losses;



•

the availability of funding, including securitizations, on favorable terms;



•

our ability to attract new customers through originations or portfolio purchases;



•

the level of costs of soliciting new customers;



•

the level of response to our solicitations;



•

our ability to employ and train new personnel;



•

our ability to maintain adequate management systems, collection procedures, internal controls and automated systems; and



•

general economic and other factors beyond our control.

Many of our expenses are fixed and are not easily reduced or easily increased, if needed.

        In the event that we overestimate the size or growth of our business, we may have excessive expenses that adversely impact our future performance. In the event that we underestimate the size or growth, we may not be able to service the credit card receivables that we originate or purchase as effectively as we otherwise would.

We operate in a heavily regulated industry.

        Changes in bankruptcy, privacy or other consumer protection laws may adversely affect our ability to collect credit card account balances or otherwise adversely affect our business or expose us to litigation. Similarly, regulatory changes could adversely affect our ability to market credit cards and other products and services to our customers. The accounting rules that govern our business are exceedingly complex, difficult to apply, and in a state of flux. As a result, how we value our credit card receivables and otherwise account for our business (including whether we consolidate our securitizations) is subject to change depending upon the interpretation of, and changes in, those rules. Some of these issues are discussed more fully below.

Consumer protection laws may make collection of credit card account balances more difficult or may expose us to the risk of litigation. Any failure to comply with legal requirements by Columbus Bank and Trust, as the issuer of our credit cards, or by us or Columbus Bank and Trust, as the servicer of our credit card accounts, could significantly impair our ability or the ability of Columbus Bank and Trust to collect the full amount of the credit card account balances. Further, any such failure to comply with the law could expose us or Columbus Bank and Trust to the risk of litigation under state and federal consumer protection statutes, rules and regulations. Our operations and the operations of Columbus Bank and Trust are regulated by federal, state and local government authorities and are subject to various laws, rules and regulations, as well as judicial and administrative decisions imposing requirements and restrictions on our business. Due to the consumer-oriented nature of the credit industry, there is a risk that we or other industry participants may be named as defendants in litigation involving alleged violations of federal and state laws and regulations, including consumer protection laws. The institution of any litigation of this nature or any judgment against us or any other industry participant in any litigation of this nature could adversely affect our business and financial condition in a variety of ways.

Changes in law may increase our credit losses and administrative expenses, restrict the amount of interest and other charges imposed on the credit card accounts or limit our ability to make changes to existing accounts. Numerous legislative and regulatory proposals are advanced each year which, if adopted,

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could harm our profitability or limit the manner in which we conduct our activities. Changes in federal and state bankruptcy and debtor relief laws may increase our credit losses and administrative expenses. More restrictive laws, rules and regulations may be adopted in the future which could make compliance more difficult or expensive, further restrict the amount of interest and other charges imposed on credit card accounts we originated or marketed, limit our ability to make changes to the terms on existing accounts or otherwise significantly harm our business.

Negative publicity may impair acceptance of our products. Critics of the credit card industry have in the past focused on marketing practices that they claim encourage consumers to borrow more money than they should, as well as on pricing practices that they claim are either confusing or result in prices that are too high. Increased criticism of the industry or criticism of us in the future could hurt customer acceptance of our products or lead to changes in the law or regulatory environment, either of which would significantly harm our business.

Internet security breaches could damage our reputation and business. Internet security breaches could damage our reputation and business. As part of our growth strategy, we may expand our origination of credit card accounts over the internet. The secure transmission of confidential information over the internet is essential to maintaining consumer confidence in our products and services offered online. Advances in computer capabilities, new discoveries or other developments could result in a compromise or breach of the technology used by us to protect customer application and transaction data transmitted over the internet. Security breaches could damage our reputation and expose us to a risk of loss or litigation. Moreover, consumers generally are concerned with security and privacy on the internet, and any publicized security problems could inhibit the growth of the internet as a means of conducting commercial transactions. Our ability to solicit new account holders over the internet would be severely impeded if consumers become unwilling to transmit confidential information online.

We routinely explore various opportunities to grow our business, including the purchase of credit card receivable portfolios and other businesses.

        There are a number of risks attendant to any acquisition, including the possibility that we will overvalue the assets to be purchased, that we will not be able to successfully integrate the acquired business or assets, and that we will not be able to produce the expected level of profitability from the acquired business or assets. As a result, the impact of any acquisition on our future performance may not be as favorable as expected and actually may be adverse.

        Our portfolio purchases may cause fluctuations in reported managed loan data, which may reduce the usefulness of historical managed loan data in evaluating our business. Our reported managed loan data may fluctuate substantially from quarter to quarter as a result of recent and future portfolio acquisitions. As of December 31, 2001, portfolio acquisitions account for 6% of our total portfolio and may account for a significant portion of our credit card receivables in the future.

        Credit card receivables included in purchased portfolios may have been originated using credit criteria different from our criteria. As a result, some of these receivables have a different credit quality than receivables we originated. Receivables included in any particular purchased portfolio may have significantly different delinquency rates and charge off rates than the receivables previously originated and purchased by us. These receivables may also earn different interest rates and fees as compared to other similar receivables in our receivables portfolio. These variables could cause our reported managed loan data to fluctuate substantially in future periods making the evaluation of our business more difficult.

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Other Risks.

        We also face a number of other uncertainties. These incude:

Unless we obtain a bank charter, we cannot issue credit cards other than through an agreement with a bank. Because we do not have a bank charter, we currently cannot issue credit cards other than through an agreement with a bank. We issue our credit cards under an agreement with Columbus Bank and Trust. Unless we obtain a bank charter, we will continue to rely upon Columbus Bank and Trust to issue credit cards to our customers. If our agreement with Columbus Bank and Trust were terminated or otherwise disrupted, there is a risk that we would not be able to enter into an agreement with an alternate provider on terms that we consider favorable or in a timely manner without disruption of our business.

Because we outsource our account processing functions, any disruption or termination of that outsourcing relationship could harm our business. We outsource certain account processing functions for the accounts pursuant to an agreement with Columbus Bank and Trust and its affiliate, Total Systems. If this agreement were terminated or otherwise disrupted, there is a risk that we would not be able to enter into a similar agreement with an alternate provider on terms that we consider favorable or in a timely manner without disruption of our business.

If we obtain a bank charter, any changes in applicable state or federal laws could adversely affect our business. In the future, we may apply for a bank charter. If we obtain a bank charter, we will be subject to the various state and federal regulations generally applicable to similar institutions, including restrictions on the ability of the banking subsidiary to pay dividends to us. We are unable to predict the effect of any future changes of applicable state and federal laws or regulations, but such changes could adversely affect the bank's business and operations.

We expressly disclaim any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

RATIO OF COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS TO EARNINGS

	Fiscal Year Ended December 31,
	2001	2000	1999	1998	1997
Ratio of earnings to fixed charges and preference security dividends	5.9X	1,194.8X	102.8X	11.0X	(0.4)X (1)

(1)

Earnings in 1997 did not cover fixed charges and preferred stock dividends by $1.3 million.

        For purposes of computing the ratio of fixed charges, earnings consist of income (loss) before provision for income taxes plus fixed charges. Fixed charges consist of interest charges and that portion of rental expense we believe to be representative of interest.

USE OF PROCEEDS

        The selling shareholders will receive all of the proceeds from the sale of Series A Preferred Stock or common stock, as the case may be, offered by this prospectus. We will not receive any of the proceeds from the sale of the shares of Series A Preferred Stock or common stock by the selling shareholders but we have agreed to bear certain expenses associated with registering such shares under federal and state securities laws. We are registering the shares for sale to provide the selling shareholders with freely tradeable securities, but the registration of such shares does not necessarily mean that any of such shares will be offered or sold by the selling shareholders.

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SELLING SHAREHOLDERS

        On December 17, 2001, we completed a private placement of 30,000 shares of Series A Preferred Stock. All of the Series A Preferred Stock was purchased by the selling shareholders. Prior to the transaction, J.P. Morgan Corsair II Capital Partners, L.P. and J.P. Morgan Capital, L.P., each a selling shareholder, owned 770,000 and 230,000 shares of our common stock, respectively.

        The following table sets forth information with respect to the selling shareholders as of April 22, 2002. This table assumes that the selling shareholders offer for sale all of those shares of Series A Preferred Stock as indicated or all of the common stock into which the Series A Preferred Stock is convertible. The shares offered by this prospectus may be offered from time to time by the selling shareholders named below, or any of their pledgees, donees, transferees or other successors in interest. The amounts set forth below are based upon information provided to us by the selling shareholders, or on our records, and are accurate to the best of our knowledge. It is possible, however, that the selling shareholders may acquire or dispose of additional shares of Series A Preferred Stock or common stock from time to time after the date of this prospectus.

Name	No. of Shares of Common Stock Beneficially Owned Prior to Transaction	No. of Shares of Series A Preferred Stock	No. of Underlying Shares of Common Stock	Percentage of Common Stock Owned After Transaction
J.P. Morgan Corsair II Capital Partners, L.P.	770,000	19,250	2,157,610	7.3%(1)
J.P. Morgan Capital, L.P.	230,000	5,750	644,481	7.3%(1)
Paladin Capital Partners Fund, L.P(2)	0	4,808	538,571	1.0
Winding Creek, L.P.	0	192	21,549	*

*

Indicates less than 1%.

(1)

J.P. Morgan Corsair II Capital Partners, L.P. ("Corsair") is the beneficial owner of 3,802,091 shares of common stock. Corsair directly owns 770,000 shares of common stock and 19,250 shares of Series A Preferred Stock, which are currently convertible into 2,157,610 shares of common stock. Under a co-investment agreement ("Agreement"), J.P. Morgan Capital, L.P. ("Morgan Capital") co-invests side-by-side 23% of every investment made by Corsair. The Agreement provides that Morgan Capital has the same economic rights and obligations as a limited partner in Corsair. Thus Corsair also has voting and investment power over investments made by Morgan Capital pursuant to the Agreement. Morgan Capital directly owns 230,000 shares of common stock and 5,750 shares of Series A Preferred Stock which are currently convertible into 644,481 shares of common stock. Thus, Corsair has voting and investment power over 3,802,091 shares of common stock and is the beneficial owner thereof.

Morgan Capital is the beneficial owner of 3,802,091 shares of common stock. Pursuant to Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, Corsair and Morgan Capital are members of a group and the group is a beneficial owner of shares owned by each group member. Thus Morgan Capital, as a member of the group, is a beneficial owner of 3,802,091 shares of common stock of CompuCredit.

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(2)

Paladin is an affiliate of an entity controlled by Mr. Frank J. Hanna, Jr., who is the father of our Chairman and Chief Executive Officer, David G. Hanna, and one of our directors, Frank J. Hanna, III. Although Mr. Frank J. Hanna, Jr. was aware of the investment in CompuCredit, he was not assigned any responsibilities to negotiate the details of the investment and recused himself from the vote of the General Partner's Investment Committee approving Paladin's investment in CompuCredit.

DESCRIPTION OF PREFERRED AND COMMON STOCK

        The following description of material terms of the shares does not purport to be complete and is subject to, and is qualified in its entirety by reference to our articles of incorporation, as amended to date, and our bylaws, as amended to date.

        CompuCredit has three classes of voting securities outstanding: common stock, Series A Preferred Stock and Series B Preferred Stock. Our common stock trades on the Nasdaq National Market. Neither class of preferred stock is traded on any national exchange or in any other public market, and we do not intend to register either class for sale on any national exchange or in any public market.

        Our authorized capital stock consists of 150,000,000 shares of common stock, no par value per share and 10,000,000 shares of preferred stock, no par value per share. As of April 22, 2002, there were 46,559,165 shares of common stock outstanding, approximately 1,580,000 outstanding options to purchase shares of common stock, 30,000 shares of Series A Preferred Stock and 10,000 shares of Series B Preferred Stock outstanding. The following summary of certain provisions of our capital stock describes certain material provisions of our articles of incorporation and bylaws relating to our preferred and common stock and certain provisions of the Georgia Business Corporation Code. However, there may be other provisions of the articles of incorporation and bylaws or of the Georgia Business Corporation Code relating to the rights of shareholders that potential investors may consider important. This summary is not intended to be complete and is qualified in its entirety by reference to the provisions of the Georgia Business Corporation Code and judicial decisions interpreting and applying those statutes and to our articles of incorporation and bylaws.

Common Stock

        Each outstanding share of common stock entitles the holder to one vote on all matters submitted to the CompuCredit shareholders, other than the election of the director to be elected by the holders of the Series A Preferred Stock (the "Series A Director") and votes relating to Material Corporate Transactions (as defined below) unless they otherwise are entitled to vote on such matters. The holders of common stock, except as discussed below, vote as a single class with the holders of the Series A Preferred Stock and the Series B Preferred Stock, with the Series A Preferred Stock voting on an as-converted basis, as described below. Shares of common stock do not have cumulative voting rights. This means that the holders of a majority of the votes represented by the common stock and the preferred stock (voting as-converted) can elect all of the directors then standing for election with the exception of the Series A Director. Holders of common stock are entitled to receive ratably any dividends declared by the board of directors out of funds legally available therefor, subject to preferential dividend rights of any outstanding preferred stock. Upon the liquidation, dissolution or winding up of CompuCredit, the holders of common stock are entitled to receive ratably the net assets of CompuCredit available after the payment of all its debts and other liabilities, subject to the prior rights of the outstanding preferred stock. Holders of common stock have no preemptive, subscription, redemption or conversion rights and are not entitled to the benefit of any sinking fund. The outstanding shares of common stock are, and the shares of common stock offered by this prospectus will be, validly issued, fully paid and nonassessable upon payment for the shares.

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Preferred Stock

        In general, the preferred stock has the conversion and voting rights described below and ranks senior to the common stock (with respect to dividend, liquidation, dissolution and winding-up rights). For each class, dividends are cumulative, payable in arrears quarterly, accrue at 10% per annum (the rate will increase if the shares are still outstanding after five years) and are payable in cash or at our option, by an increase in the accreted value of the preferred stock. We can require conversion at any time after three years if the share price of the common stock for the immediately preceding 20 trading days is 200% of the initial conversion price ($9.14 per share, subject to anti-dilution adjustment). We can redeem the Series A Preferred Stock for cash after 5 years, or upon a change of control, provided all accrued dividends are paid; the Series B Preferred Stock does not have a redemption feature. The holders of both classes are entitled to traditional weighted average anti-dilution rights (i.e. for stock splits, the issuance or sale of equity securities, etc.). The terms of the Series B Preferred Stock are substantially similar to, although slightly less favorable to the holders than, the Series A Preferred Stock (mainly with respect to the lack of a redemption feature).

        We entered into a Shareholders Agreement with the holders of the Series A Preferred Stock, Series B Preferred Stock and certain holders of common stock whereby (in addition to the provisions described above) (i) the holders of the Series A Preferred Stock are entitled to participate in a sale or transfer of securities of CompuCredit by Frank J. Hanna, III, David G. Hanna (being the holders of the Series B Preferred Stock), and certain other common stock holders in which such sale or transfer, in the aggregate, equals 25% or more of the outstanding shares of common stock, on a fully diluted basis and (ii) the holders of the preferred stock are entitled to demand registration rights which are in addition to this registration statement, such that their converted shares of common stock may be registered by CompuCredit on a registration statement filed with the SEC.

Series A Preferred Stock

        In general, each outstanding share of Series A Preferred Stock entitles the holder to that number of votes equal to the number of shares of common stock into which the holder's shares of Series A Preferred Stock could be converted at the time of the vote, subject (solely for purposes of determining the number of votes) to a floor on the conversion price of $9.01 per share. The number of shares into which each share of Series A Preferred Stock is convertible is obtained by dividing the accreted value of each share (which includes all accrued dividends) by the conversion price. As of the close of business on April 22, 2002, the accreted value of each share of Series A Preferred Stock was $1,024.35 and the conversion price was $9.14, entitling the holder of each share to approximately 112.07 votes.

        The holders of the Series A Preferred Stock are entitled to elect one Series A Director to serve on the Board of Directors so long as either (i) J.P. Morgan Corsair II Capital Partners and J.P. Morgan Capital hold 20% of the shares of Series A Preferred Stock originally issued to them in December 2001 or (ii) J.P. Morgan Corsair II Capital Partners and J.P. Morgan Capital beneficially own 5% or more of the total outstanding common stock. As of April 22, 2002, both conditions were met. The Series A Director is elected by the affirmative vote of a plurality of the total number of shares of Series A Preferred Stock.

Series B Preferred Stock

        In general, each outstanding share of Series B Preferred Stock entitles the holder to that number of votes equal to the number of shares of common stock into which the holder's shares of Series B Preferred Stock could be converted at the time of the vote, subject (solely for purposes of determining the number of votes) to a floor on the conversion price of $9.01 per share. The number of shares into which each share of Series B Preferred Stock is convertible is obtained by dividing the accreted value of each share (which includes all accrued dividends) by the conversion price. As of April 22, 2002, the

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accreted value of each share of Series B Preferred Stock was $1,024.35 and the conversion price was $9.14, entitling the holder of each share to approximately 112.07 votes.

Material Corporate Transactions

        The affirmative vote of a majority of the holders of the outstanding shares of Series A Preferred Stock and Series B Preferred Stock, each voting as a separate class, is required before CompuCredit can engage in certain transactions ("Material Corporate Transactions"). Material Corporate Transactions generally include (i) any amendment to our articles of incorporation or bylaws that would materially and adversely affect the relative rights of the holders of the preferred stock (other than in connection with a change of control as contemplated by the terms of the preferred stock); (ii) the issuance of any additional preferred or capital stock that is senior to or on parity with the preferred stock, provided that CompuCredit may issue up to $10,000,000 worth of securities that are on parity with the preferred stock without the approval of the holders of preferred stock; (iii) engaging in a merger, sale of assets or other similar corporate transaction that has a material adverse effect on the holders of the preferred stock (other than in connection with a change of control as contemplated by the terms of the preferred stock); or (iv) the redemption for cash of any securities that are on parity with or junior to the preferred stock. The vote of the holders of the preferred stock in connection with a Material Corporate Transaction described above is subject to various conditions and exceptions described more fully in the rights, preferences and terms of the Series A Preferred Stock and Series B Preferred Stock are included as an exhibit to the registration statement of which this prospectus is a part.

PLAN OF DISTRIBUTION

        The selling shareholders, or their pledgees, assignees, distributees, transferees, or any other successors in interest to any or all of the shares of CompuCredit Series A Preferred Stock or the common stock that is issuable upon the conversion of the Series A Preferred Stock held by the selling shareholders or those who are selling shares received from a named selling shareholder as a distribution or other non-sale-related transfer (all of whom may be selling shareholders), have advised us that they may sell the shares from time to time on any stock exchange or automated interdealer quotation system on which the shares are listed, in the over-the-counter market, in privately negotiated transactions or otherwise, at fixed prices that may be changed, at market prices prevailing at the time of sale, at prices related to prevailing market prices or at prices otherwise negotiated. The selling shareholders may sell the shares by one or more of the following methods, without limitation:

•

block trades in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;



•

purchases by a broker or dealer as principal and resale by the broker or dealer for its own account pursuant to this prospectus;



•

an exchange distribution in accordance with the rules of any stock exchange on which the shares are listed;



•

ordinary brokerage transactions and transactions in which the broker solicits purchases;



•

privately negotiated transactions;



•

short sales;



•

through the writing of options on the shares, whether or not the options are listed on an options exchange;



•

through the distribution of the shares by any selling shareholder to its partners, members, shareholders or creditors;

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•

one or more underwritten offerings on a firm commitment or best efforts basis; and



•

any combination of any of these methods of sale.

        We do not know of any arrangements by the selling shareholders for the sale of any of the shares.

        The selling shareholders may engage brokers and dealers, and any brokers or dealers may arrange for other brokers or dealers to participate in effecting sales of the shares. These brokers, dealers or underwriters may act as principals, or as agents of the selling shareholders. Broker-dealers may agree with a selling shareholder to sell a specified number of the shares at a stipulated price per share. If the broker-dealer is unable to sell shares acting as agent for a selling shareholder, it may purchase as principal any unsold shares at the stipulated price. Broker-dealers who acquire shares as principals may thereafter resell the shares from time to time in transactions in any stock exchange or automated interdealer quotation system on which the shares are then listed, at prices and on terms then prevailing at the time of sale, at prices related to the then current market price or in negotiated transactions. Broker-dealers may use block transactions and sales to and through broker-dealers, including transactions of the nature described above.

        From time to time, one or more of the selling shareholders may pledge, hypothecate or grant a security interest in some or all of the shares owned by them. The pledgees, secured parties or persons to whom the shares have been hypothecated will, upon foreclosure in the event of default, be deemed to be selling shareholders. In addition, a selling shareholder may, from time to time, sell the shares short, and, in those instances, this prospectus may be delivered in connection with the short sales and the shares offered under this prospectus may be used to cover short sales.

        To the extent required under the Securities Act of 1933, the aggregate amount of selling shareholders' shares being offered and the terms of the offering, the names of any agents, brokers, dealers or underwriters and any applicable commission with respect to a particular offer will be set forth in an accompanying prospectus supplement. Any underwriters, dealers, brokers or agents participating in the distribution of the shares may receive compensation in the form of underwriting discounts, concessions, commissions or fees from a selling shareholder and/or purchasers of selling shareholders' shares, for whom they may act (which compensation as to a particular broker-dealer might be in excess of customary commissions).

        The selling shareholders and any underwriters, brokers, dealers or agents that participate in the distribution of the shares may be deemed to be "underwriters" within the meaning of the Securities Act of 1933, and any discounts, concessions, commissions or fees received by them and any profit on the resale of the shares sold by them may be deemed to be underwriting discounts and commissions.

        A selling shareholder may enter into hedging transactions with broker-dealers and the broker-dealers may engage in short sales of the shares in the course of hedging the positions they assume with that selling shareholder, including, without limitation, in connection with distributions of the shares by those broker-dealers. A selling shareholder may enter into options or other transactions with broker-dealers that involve the delivery of the shares offered hereby to the broker-dealers, who may then resell or otherwise transfer those shares pursuant to this prospectus. A selling shareholder may also loan or pledge the shares offered hereby to a broker-dealer and the broker-dealer may sell the shares offered hereby so loaned or upon a default may sell or otherwise transfer the pledged shares offered hereby pursuant to this prospectus.

        The selling shareholders and other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, including Regulation M. This regulation may limit the timing of purchases and sales of any of the shares by the selling shareholders and any other person. The anti-manipulation rules under the Securities Exchange Act of 1934 may apply to sales of shares in the market and to the activities of the selling shareholders and their affiliates. Furthermore, Regulation M

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may restrict the ability of any person engaged in the distribution of the shares to engage in market-making activities with respect to the particular shares being distributed for a period of up to five business days before the distribution. These restrictions may affect the marketability of the shares and the ability of any person or entity to engage in market-making activities with respect to the shares.

        We agreed to register the shares under the Securities Act of 1933, and, with certain exceptions, to keep the registration statement of which this prospectus is a part effective and usable until the earlier of (i) December 17, 2003 or (ii) the date that all the shares covered by this registration statement of which this prospectus is a part have been sold or distributed. We have agreed to pay all expenses in connection with the preparation and filing of the registration statement, excluding underwriting discounts, concessions, commissions or fees and expenses of the selling shareholders, such as fees and expenses of counsel of such selling shareholders.

        We will not receive any proceeds from sales of any shares by the selling shareholders.

        We cannot assure you that the selling shareholders will sell all or any portion of the shares offered hereby.

EXPERTS

        The consolidated financial statements of CompuCredit at December 31, 2001 and 2000, and for each of the three years in the period ended December 31, 2001 incorporated by reference in CompuCredit's Annual Report on Form 10-K for the year ended December 31, 2001, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

LEGAL MATTERS

        The validity of the shares of Series A Preferred Stock and common stock offered by this prospectus has been passed upon by Troutman Sanders LLP, 600 Peachtree Street, N.E., Suite 5200, Atlanta, Georgia 30308-2216.

WHERE YOU CAN FIND MORE INFORMATION

        CompuCredit is subject to informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any document filed by CompuCredit with the SEC at the offices of the SEC, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices located at the Woolworth Building, 233 Broadway, New York, New York 10279, and Citicorp Center, 500 West Madison Avenue, Suite 1400, Chicago, Illinois 60661-2511. Copies of such material also can be obtained from the Public Reference Room of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates, and from the web site that the SEC maintains at http://www.sec.gov. You may obtain further information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. CompuCredit's stock is quoted on the Nasdaq National Market. The reports, proxy statements and other information concerning CompuCredit can be inspected at the offices of the Nasdaq National Market, 1735 K Street, N.W., Washington, D.C. 20006.

        We also file these documents with the SEC electronically. You can access the electronic versions of these filings on the internet at the SEC's web site. We have included this prospectus in our registration statement that we filed with the SEC. The registration statement provides additional information that we are not required to include in this prospectus. You can receive a copy of the entire registration

15

statement as described above. Although this prospectus describes the material terms of certain contracts, agreements and other documents filed as exhibits to the registration statement, you should read the exhibits for a more complete description of the document or matter involved.

INCORPORATION BY REFERENCE

        The SEC allows us to "incorporate by reference" into this prospectus the information we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this prospectus. We incorporate by reference the documents listed below and any future filings made with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the offering of shares is completed. We also incorporate by reference the following documents that already have been filed with the SEC:

(a)

CompuCredit's Annual Report on Form 10-K for the year ended December 31, 2001;



(b)

CompuCredit's Current Report on Form 8-K, filed March 19, 2002;



(c)

CompuCredit's Current Report on Form 8-K/A, filed March 20, 2002;



(d)

CompuCredit's Current Report on Form 8-K/A, filed April 5, 2002; and



(e)

The description of the common stock included in CompuCredit's Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the Exchange Act on April 12, 1999 (SEC File No. 0-25751), including any amendment or report filed for the purpose of updating such description.

        In addition, we will provide, without charge, to each person to whom this prospectus is delivered, upon written or oral request, a copy of any or all of the foregoing documents (other than exhibits to documents that are not specifically incorporated by reference in the documents). Please direct such requests to CompuCredit Corporation, 245 Perimeter Center Parkway, Suite 600, Atlanta, Georgia 30346, Attn: Secretary, (770) 206-6200.

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

        The following table sets forth the estimated costs and expenses in connection with the Offering described in the Registration Statement.

        The expenses to be paid in connection with the issuance and distribution of the shares being registered, other than underwriting discounts and commissions, are as follows:

SEC registration fee	$	2,827
Printing and engraving costs	$	1,000
Accounting fees and expenses	$	10,000
Legal fees and expenses	$	10,000
Miscellaneous	$	3,173
Total	$	27,000

        All of the above items are estimates except the SEC registration fee. All of such estimated expenses will be borne by CompuCredit Corporation.

ITEM 15.
INDEMNIFICATION OF DIRECTORS AND OFFICERS

        The Georgia Business Corporation Code (the "GBCC") permits a corporation to eliminate or limit the personal liability of a director to the corporation or its shareholders for monetary damages for breach of duty of care or other duty as a director, provided that no provisions shall eliminate or limit the liability of a director: (i) for any appropriation, in violation of his duties, of any business opportunity of the corporation; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for unlawful corporate distributions; or (iv) for any transaction from which the director received an improper personal benefit. This provision pertains only to breaches of duty by directors in their capacity as directors (and not in any other corporate capacity, such as officers) and limits liability only for breaches of fiduciary duties under the GBCC (and not for violation of other laws, such as the federal securities laws).

        The GBCC further provides that a corporation may indemnify and advance expenses to an officer of the corporation who is a party to a proceeding because he or she is an officer of the corporation to the same extent as it may indemnify a director.

        The Amended and Restated Articles of Incorporation, as amended, exonerate the directors of the Company from monetary liability to the extent permitted by this statutory provision. The Company's Amended and Restated Articles of Incorporation, as amended, and its Second Amended and Restated Bylaws also provide that the Company shall indemnify any director, and may indemnify any officer, who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including any action by or in the right of the Company), by reason of the fact that such person is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including reasonable attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the Company (and with respect to any criminal action or proceeding, if such person had no

II-1

reasonable cause to believe such person's conduct was unlawful), to the maximum extent permitted by, and in the manner provided by, the GBCC.

        In addition, the Second Amended and Restated Bylaws provide that the Company will advance to its directors, and may advance to its officers, reasonable expenses of any such proceeding; provided that, such person furnishes the Company with (i) a written affirmation of such person's good faith belief that such person has met the applicable standard of conduct and (ii) a written undertaking to repay any advances if it is ultimately determined that such person is not entitled to indemnification.

        Notwithstanding any provision of the Company's Amended and Restated Articles of Incorporation, as amended, and its Second Amended and Restated Bylaws to the contrary, the GBCC provides that the Company shall not indemnify a director or officer for any liability incurred in a proceeding in which the director or officer is adjudged liable to the Company or is subjected to injunctive relief in favor of the Company: (i) for any appropriation, in violation of his duties, of any business opportunity of the Company; (ii) for acts or omissions which involve intentional misconduct or a knowing violation of law; (iii) for unlawful corporate distributions; and (iv) for any transaction from which the director or officer received an improper personal benefit.

        The Company also maintains a directors' and officers' liability insurance policy which insures its directors and officers against such liabilities as are customarily covered by such policies.

ITEM 16.
EXHIBITS INDEX

Exhibit Number	Description of Exhibit	Incorporated by Reference from CompuCredit's SEC Filings Unless Otherwise Indicated
4.1	Articles of Amendment creating Series A Preferred Stock and Series B Preferred Stock.	December 28, 2001, Form 8-K, Exhibit 3.3
4.2	Shareholders Agreement dated as of December 17, 2001.	December 28, 2001, Form 8-K, Exhibit 10.14
5	Opinion of Troutman Sanders LLP as to the legality of the shares being registered.	Filed herewith
12	Ratio of combined fixed charges and preference dividends to earnings.	Filed herewith
23.1	Consent of Ernst & Young LLP concerning the consolidated financial statements of CompuCredit Corporation.	Filed herewith
23.2	Consent of Troutman Sanders LLP.	Included in Exhibit 5, filed herewith

ITEM 17.
UNDERTAKINGS

        The undersigned registrant hereby undertakes:

(1)

To file, during any period in which offers or sales are being made of the Securities registered hereby, 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;

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(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 SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 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 this registration statement or any material change to such information in this registration statement;

Provided however, that the undertakings set forth in paragraphs (1)(i) and (1)(ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this 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 post-effective amendment any of the securities being registered that remain unsold at the termination of the offering.



(4)

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 this 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.

        The undersigned hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information.

        The undersigned registrant hereby further undertakes that:

(1)

For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance under Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.



(2)

For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus 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.

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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 requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on April 22, 2002.

COMPUCREDIT CORPORATION
By:	/s/  DAVID G. HANNA David G. Hanna Chief Executive Officer

        KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David G. Hanna and Rohit H. Kirpalani, and each of them, such person's true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this registration statement (including any post-effective amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their substitutes may lawfully do or cause to be done by virtue hereof.

        Pursuant to the requirements of the Securities Act, this registration statement, as amended, has been signed by the following persons in the capacities indicated below on this 22^nd day of April, 2002.

Signature	Title
/s/  DAVID G. HANNA David G. Hanna	Chief Executive Officer and Chairman of the Board (Principal Executive Officer)
/s/  RICHARD R. HOUSE, JR. Richard R. House, Jr.	President and Director
/s/  RICHARD W. GILBERT Richard W. Gilbert	Chief Operating Officer and Director
/s/  ASHLEY L. JOHNSON Ashley L. Johnson	Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
/s/  PETER L. BRIGER, JR. Peter L. Briger, Jr.	Director
/s/  FRANK J. HANNA, III Frank J. Hanna, III	Director
/s/  RICHARD E. HUDDLESTON Richard E. Huddleston	Director
/s/  GAIL COUTCHER-HUGHES Gail Coutcher-Hughes	Director
/s/  MACK F. MATTINGLY Mack F. Mattingly	Director
/s/  NICHOLAS B. PAUMGARTEN Nicholas B. Paumgarten	Director
/s/  THOMAS G. ROSENCRANTS Thomas G. Rosencrants	Director

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QuickLinks

FORM S-3
SUMMARY
RISK FACTORS
RATIO OF COMBINED FIXED CHARGES AND PREFERENCE DIVIDENDS TO EARNINGS
USE OF PROCEEDS
SELLING SHAREHOLDERS
DESCRIPTION OF PREFERRED AND COMMON STOCK
PLAN OF DISTRIBUTION
EXPERTS
LEGAL MATTERS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION BY REFERENCE
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 16. EXHIBITS INDEX
ITEM 17. UNDERTAKINGS
SIGNATURES

EX-5

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Exhibit 5

[TROUTMAN SANDERS LLP LETTERHEAD]

        April 22, 2002

CompuCredit Corporation
245 Perimeter Center Parkway
Suite 600
Atlanta, Georgia 30346

Ladies and Gentlemen:

        We have acted as your special counsel in connection with the filing with the Securities and Exchange Commission of a Registration Statement (the "Registration Statement") on Form S-3 under the Securities Act of 1933, as amended (the "Act"), relating to the registration for resale of 30,000 outstanding shares of Series A Preferred Stock (the "Series A Preferred Stock") and the registration for initial issuance of up to 5,375,000 shares of Common Stock which are potentially issuable upon the conversion of the Series A Preferred Stock (the "Common Stock"; and together with the Series A Preferred Stock, the "Shares"). This opinion is being provided at your request for inclusion in the Registration Statement.

        In connection with this opinion, we have examined originals, or copies certified or otherwise identified to our satisfaction, of such instruments, certificates, records and documents, and have reviewed such questions of law, as we have deemed necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have relied upon the aforesaid instruments, certificates, records and documents and inquiries of your representatives.

        Based upon the foregoing examination, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and nonassessable and that to the extent Common Stock is issued pursuant to the conversion of the Series A Preferred Stock, the Common Stock will be duly authorized and validly issued and will be fully paid and nonassessable.

        The opinions set forth herein are limited to the Georgia Business Corporation Code. We are not opining as to any laws other than the laws of the State of Georgia (including, but not limited to, "blue sky" or other state securities laws) or as to the laws of any other jurisdiction.

        We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In 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 Act or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ TROUTMAN SANDERS LLP

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Exhibit 5

EX-12

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Exhibit 12

STATEMENT REGARDING COMPUTATION OF RATIOS

	Fiscal Year Ended December 31,
	2001	2000	1999	1998	1997
	(Dollars in Thousands; percentages annualized)
Fixed Charges:
Interest Expense	$317	$—	$—	$595		$361
Assumed intererst element in rent	324	104	65	23		3
Total fixed charges:	641	104	65	618		364
Preference security dividend	222	—	893	2,980		616
Total fixed charges and preference security dividends	$863	$104	$958	$3,598		$980
Earnings (loss):
Income (loss) before income taxes	$4,412	$124,155	$98,370	$39,096	(	$725)
Fixed charges (per above)	641	104	65	618		364
Total earnings (loss)	$5,053	$124,259	$98,435	$39,714	(	$361)
Ratio of earnings to fixed charges and preference security dividends	5.9X	1,194.8X	102.8X	11.0X	(	0.4X)

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Exhibit 12
STATEMENT REGARDING COMPUTATION OF RATIOS

EX-23.1

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Exhibit 23.1

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

        We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-00000) and related Prospectus of CompuCredit Corporation for the registration of 30,000 shares of its Series A preferred stock and to the incorporation by reference therein of our report dated March 26, 2002, with respect to the consolidated financial statements of CompuCredit Corporation and subsidiaries included in its Annual Report Form 10-K for the year ended December 31, 2001, filed with the Securities and Exchange Commission.

/s/  ERNST & YOUNG LLP

Atlanta, Georgia
April 15, 2002

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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS