8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): October 24, 2002

NEXTCARD, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

0-26019
(Commission File Number) 68-0384-606
(I.R.S. Employer Identification No.)

595 Market Street, Suite 1800, San Francisco, California 94105
(Address of Principal Executive Offices) (Zip Code)

(415) 836-9700
(Registrant’s Telephone Number, Including Area Code)

1

ITEM 5. OTHER EVENTS

On October 24, 2002, John Hashman, a director and the former Chief Executive Officer of NextCard, Inc. (the “Registrant”), informed the Registrant’s Board of Directors that, he was resigning, effective immediately, as a director of the Registrant. Mr. Hashman also contested the Registrant’s position with respect to his outstanding loan, which became due on September 3, 2002, the date Mr. Hashman left the employ of the Registrant. As of the date of this filing, the loan, including accrued interest, aggregates approximately $134,000. A copy of Mr. Hashman’s letter of resignation is attached hereto as Exhibit 99.3.

On October 25, 2002, the Registrant filed a collections suit against Mr. Hashman with respect to the above-referenced loan.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NEXTCARD, INC.
(Registrant)

Date:  November 1, 2002  /s/   Bruce RigioneBruce Rigione
Chief Financial Officer

2 EX-99.3 3 f85482exv99w3.txt EXHIBIT 99.3 Exhibit 99.3 October 24, 2002. Board of Directors NextCard, Inc. 595 Market Street, Suite 1800 San Francisco, CA. Dear Sirs: I would like to inform you that I am resigning from the Company Board of Directors, effective immediately. Because of certain Company actions regarding my Board membership, I feel that I can no longer exercise my fiduciary responsibilities to shareholders and other constituencies. In particular, I believe that I have been improperly excluded from certain Board matters in recent weeks. As you know, I have asked Company counsel for a written explanation of these actions. However, despite repeated requests no meaningful response has been forthcoming. I would also like to provide the Board with a response to the Company's request that I repay an employee loan. I borrowed these funds under the Company's standard employee loan program. As you know from my October 14 letter to Bruce Rigione, I have always understood, and the Company had represented to me, that these employee loans were not personal recourse loans, and the stock grants were the only security for the loan. I understand that the Company is now stating that these loans would have personal recourse. Although I do not agree with the Company's position in this regard, I am interested in settling this matter quickly in the interest of our shareholders and others and my counsel is in discussions with the Company's outside lawyer. I hope that this process can be completed quickly and fairly. Sincerely, John Hashman -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.3

                                                                    Exhibit 99.3

October 24, 2002.



Board of Directors
NextCard, Inc.
595 Market Street, Suite 1800
San Francisco, CA.


Dear Sirs:

I would like to inform you that I am resigning from the Company Board of
Directors, effective immediately.

Because of certain Company actions regarding my Board membership, I feel that I
can no longer exercise my fiduciary responsibilities to shareholders and other
constituencies. In particular, I believe that I have been improperly excluded
from certain Board matters in recent weeks. As you know, I have asked Company
counsel for a written explanation of these actions. However, despite repeated
requests no meaningful response has been forthcoming.

I would also like to provide the Board with a response to the Company's request
that I repay an employee loan. I borrowed these funds under the Company's
standard employee loan program. As you know from my October 14 letter to Bruce
Rigione, I have always understood, and the Company had represented to me, that
these employee loans were not personal recourse loans, and the stock grants were
the only security for the loan. I understand that the Company is now stating
that these loans would have personal recourse. Although I do not agree with the
Company's position in this regard, I am interested in settling this matter
quickly in the interest of our shareholders and others and my counsel is in
discussions with the Company's outside lawyer. I hope that this process can be
completed quickly and fairly.

Sincerely,


John Hashman