-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TaS6IUeL/IJ8XCsNaE2fBRg2dWpTLEbcwjZXMv1t6QAcRLl3dGAlvsOtvKjqvBIK waEFeZJJYDrRXU/F47MwYw== /in/edgar/work/20000808/0000927628-00-000012/0000927628-00-000012.txt : 20000921 0000927628-00-000012.hdr.sgml : 20000921 ACCESSION NUMBER: 0000927628-00-000012 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000808 EFFECTIVENESS DATE: 20000808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CAPITAL ONE FINANCIAL CORP CENTRAL INDEX KEY: 0000927628 STANDARD INDUSTRIAL CLASSIFICATION: [6141 ] IRS NUMBER: 541719854 STATE OF INCORPORATION: VA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-43288 FILM NUMBER: 688562 BUSINESS ADDRESS: STREET 1: 11013 WEST BROAD ST CITY: GLENN ALLEN STATE: VA ZIP: 23060 BUSINESS PHONE: 8049671000 MAIL ADDRESS: STREET 1: 2980 FAIRVIEW PARK DRIVE SUITE 1300 CITY: FALLS CHURCH STATE: VA ZIP: 22042 FORMER COMPANY: FORMER CONFORMED NAME: OAKSTONE FINANCIAL CORP DATE OF NAME CHANGE: 19940728 S-8 1 0001.txt REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on August 8, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- CAPITAL ONE FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) ---------- Delaware 54-171854 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) ---------- 2980 Fairview Park Drive, Suite 1300 Falls Church, Virginia 22042-4525 (Address, including zip code, of Registrant's principal executive offices) ---------- CAPITAL ONE FINANCIAL CORPORATION 1994 STOCK INCENTIVE PLAN (Full title of the plan) ---------- JOHN G. FINNERAN, JR., Esq. Senior Vice President, General Counsel and Corporate Secretary 2980 Fairview Park Drive, Suite 1300 Falls Church, Virginia 22042-4525 (703) 205-1030 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Maximum Proposed Maximum Amount of Title of Security Amount to be Offering Price Aggregate Registration to be Registered Registered(1) Per Unit(2) Offering Price(2) Fee - -------------------------------------------------------------------------------- Common Stock $.01 par value, 2,000,000 $57.5625 $115,125,000 $30,393 including attached Rights(3) ================================================================================ (1) The number of shares of Common Stock registered hereunder includes such additional shares of Common Stock as may be necessary to give effect to a stock split or stock dividend. (2) Estimated solely for purposes of calculating the registration fee. Based on the average of the high and low prices for the Common Stock on the New York Stock Exchange on August 4, 2000. (3) The Rights are to purchase the Registrant's Cumulative Participating Junior Preferred Stock. Until the occurrence of certain prescribed events, none of which has occurred as of the date of this Registration Statement, the Rights are not exercisable, are evidenced by the certificates representing the Registrant's Common Stock, and will be transferred along with, and only with, the Registrant's Common Stock. Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Capital One Financial Corporation (the "Registrant") is filing this Registration Statement solely to register additional shares of Common Stock issuable pursuant to incentive awards granted or to be granted under the Registrant's 1994 Stock Incentive Plan (the "Plan"). This Registration Statement incorporates by reference the contents of the Registrant's earlier Registration Statements Nos. 33-86986, 333-4586, 333-51637, 333-78067 and 333-92345 which relate to 43,112,640 shares of Common Stock issuable pursuant to incentive awards granted or to be granted under the Plan, and any documents incorporated by reference therein including any such documents subsequently filed by the Registrant. The maximum number of shares that may be issuable under the Plan is 45,112,640, of which 3,500,000 shares may not be used to grant an award of incentive stock options. Item 5. Interests of Named Experts and Counsel. John G. Finneran, Jr., Esq., Senior Vice President, General Counsel and Corporate Secretary of the Registrant, who has rendered the opinion attached hereto as Exhibit 5, holds 27,051* shares of Common Stock, vested options to purchase an additional 344,265* shares of Common Stock issued under the Plan and unvested options to purchase an additional 291,912* shares of Common Stock issued under the Plan. * as of 6/30/00 Item 8. Exhibits.
Exhibit Number Description Reference - ------ ----------- --------- 4 Rights Agreement, dated as of November 16, Incorporated by reference 1995, between Capital One Financial Corporation to the Registrant's Current and First Chicago Trust Company of New York (as Report on Form 8-K, filed successor to Mellon Bank, N.A.) as Rights Agent November 16, 1995 4.1 Amendment Number 1 to Rights Agreement, dated as Incorporated by reference of April 29, 1999, between Capital One Financial to the Registrant's Current Corporation and First Chicago Trust Company of Report on Form 8-K, filed New York (as successor to Mellon Bank, N.A.) as May 5, 1999 Rights Agent 5 Opinion of Counsel Filed herewith 23.1 Consent of Counsel Contained in Exhibit 5 23.2 Consent of Independent Auditors Filed herewith 24 Power of Attorney Set forth on signature page
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 Commonwealth of Virginia, on the 8th day of August, 2000. CAPITAL ONE FINANCIAL CORPORATION By: /s/ John G. Finneran, Jr. ---------------------------------------- John G. Finneran, Jr. Senior Vice President, General Counsel and Corporate Secretary POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David M. Willey and John G. Finneran, Jr., Esq. his true and lawful attorney-in-fact and agent, for him, with full power of substitution and resubstitution, for him and in his name, place and stand, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, 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 perform each and every act and thing requisite and necessary to be done, as fully to all interests and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities indicated below on the 31st day of July, 2000.
SIGNATURE TITLE /s/ Richard D. Fairbank - ------------------------------- Director, Chairman and Chief Executive Officer Richard D. Fairbank (Principal Executive Officer) /s/ Nigel W. Morris - ------------------------------- Director, President and Chief Operating Officer Nigel W. Morris /s/ David M. Willey - ------------------------------- Senior Vice President, Corporate Financial David M. Willey Management (Principal Accounting and Financial Officer) /s/ W. Ronald Dietz - ------------------------------- Director W. Ronald Dietz /s/ James A. Flick, Jr. - ------------------------------- Director James A. Flick, Jr. /s/ Patrick W. Gross - ------------------------------- Director Patrick W. Gross /s/ James V. Kimsey - ------------------------------- Director James V. Kimsey /s/ Stanley I. Westreich - ------------------------------- Director Stanley I. Westreich
Exhibit Index -------------
Exhibit Sequential Number Description Page Number - ------ ----------- ----------- 4 Rights Agreement, dated as of November 16, 1995, Incorporated by reference between Capital One Financial Corporation and to the Registrant's Current First Chicago Trust Company of New York (as Report on Form 8-K, filed successor to Mellon Bank, N.A.) as Rights Agent November 16, 1995 4.1 Amendment Number 1 to Rights Agreement, dated as Incorporated by reference of April 29, 1999, between Capital One Financial to the Registrant's Current Corporation and First Chicago Trust Company of Report on Form 8-K, filed New York (as successor to Mellon Bank, N.A.) as May 5, 1999 Rights Agent 5 Opinion of Counsel 23.1 Consent of Counsel Contained in Exhibit 5 23.2 Consent of Independent Auditors 24 Power of Attorney Set forth on signature page
Exhibit 5 August 8, 2000 Board of Directors Capital One Financial Corporation 2980 Fairview Park Drive, Suite 1300 Falls Church, Virginia 22042 Gentlemen: As the General Counsel of Capital One Financial Corporation (the "Company"), I have participated in the preparation of a Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Registration Statement"), with respect to the registration of 2,000,000 shares of the Company's common stock, par value $.01 per share (the "Common Stock"), authorized for issuance upon the exercise of options or in connection with other incentive awards granted under the Company's 1994 Stock Incentive Plan (the "Plan"). I am familiar with the Registration Statement and have examined such corporate documents and records, including the Plan, and such matters of law as I have considered appropriate to enable me to render the following opinion. On the basis of the foregoing, I am of the opinion that the shares of Common Stock have been duly authorized and when issued and sold consistent with the terms of the Plan and the related resolutions of the Board of Directors and the Compensation Committee, will be validly issued, fully paid and non-assessable shares of the Company's Common Stock. I hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement and to the reference to me under the caption "Interests of Named Experts and Counsel" in the Registration Statement. Very truly yours, /s/ John G. Finneran, Jr. --------------------------- John G. Finneran, Jr., Esq. General Counsel Exhibit 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-XXXXX) pertaining to the Capital One Financial Corporation 1994 Stock Incentive Plan of our report dated January 18, 2000, with respect to the consolidated financial statements of Capital One Financial Corporation incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 1999, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP McLean, VA August 8, 2000 -----END PRIVACY-ENHANCED MESSAGE-----