-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, llaqNOyrArle9g8Jg0alTvjo2StOxrW4P6YhtaU58wraRJ2Okv95GWgNHnS2joHQ htHgq8cmG/ZI0QDf7DO/7w== 0000893220-95-000118.txt : 19950615 0000893220-95-000118.hdr.sgml : 19950615 ACCESSION NUMBER: 0000893220-95-000118 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19950310 EFFECTIVENESS DATE: 19950329 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA CORP CENTRAL INDEX KEY: 0000096638 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 231462070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 033-58029 FILM NUMBER: 95519956 BUSINESS ADDRESS: STREET 1: 650 NAAMANS RD STREET 2: BRANDYWINE CORPORATE CENTER CITY: CLAYMONT STATE: DE ZIP: 19703 BUSINESS PHONE: 2156574000 MAIL ADDRESS: STREET 1: BRANDYWINE CORPORATE CENTER STREET 2: 650 NAAMANS ROAD CITY: CLAYMONT STATE: DE ZIP: 19703 FORMER COMPANY: FORMER CONFORMED NAME: TSO FINANCIAL CORP DATE OF NAME CHANGE: 19880306 FORMER COMPANY: FORMER CONFORMED NAME: TEACHERS SERVICE ORGANIZATION INC DATE OF NAME CHANGE: 19850812 S-8 1 ADVANTA CORP. FORM S-8 1 As Filed With the Securities and Exchange Commission on March 10, 1995 Registration No. ___________ - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ ADVANTA CORP. ---------------------------------------------------- (Exact name of issuer as specified in its charter) Delaware 23-1462070 - ------------------------- ------------------------------------ (State of Incorporation) (I.R.S. Employer Identification No.) Brandywine Corporate Center, 650 Naamans Road, Claymont Delaware 19703 - ---------------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) ADVANTA MANAGEMENT ------------------- INCENTIVE PLAN WITH STOCK ELECTION IV ------------------------------------- (Full Title of the Plan) Gene S. Schneyer, Esquire Advanta Corp. Five Horsham Business Center 300 Welsh Road Horsham, PA 19044 (215) 657-4000 - -------------------------------------------------------------------------------- (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
==================================================================================================== Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered(1) Offering Price Per Aggregate Offering Registration Registered Share (2) Price (2) Fee - ---------------------------------------------------------------------------------------------------- Class B Common Stock, $.01 par value..... 500,000 $30.75 $15,375,000 $5,302.00 - ----------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration. (2) Determined in accordance with Rule 457(h) solely for the purpose of calculating the Registration Fee, based upon the average of the high and low prices of the Class B Common Stock as reported by the National Association of Securities Dealers Automated Quotation ("NASDAQ") National Market System on March 8, 1995. 2 PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. As required by the Securities and Exchange Commission (the "Commission"), the Company hereby incorporates by reference the following documents which have been filed with the Commission: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1993; (b) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, June 30, and September 30, 1994; (c) The Company's Current Reports on Form 8-K dated January 26, April 19, July 20, October 19 and December 22, 1994 and January 24, 1995; and (d) the description of the Company's Class B Common Stock which is contained in the Registration Statement on Form 8-A filed by the Company to register such securities under Section 12 of the Exchange Act, File No. 0-14120, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a Post-Effective Amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein or any subsequently filed document which is deemed to be incorporated by reference herein modifies or supersedes such document. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part hereof. Item 4. Not Applicable. Item 5. Not Applicable. ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS. Section 145 of the Delaware General Corporation Law provides, inter alia, that under specified circumstances a corporation shall have the power to indemnify any person who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, against expenses, attorneys' fees, judgments, fines and settlements. The By-Laws of the Company provide that the Company shall indemnify any director, officer, employee or agent of the Company to the fullest extent now or hereafter permitted by law in connection with any such action, suit or proceeding. The By-Laws further provide that the Board of Directors of the Company may, by resolution, indemnify any person other than a director, officer, employee or agent of the Company for liabilities incurred in connection with services rendered for or at the request of the Company or its subsidiaries. In addition, consistent with Section 102 of the Delaware General Corporation Law, the Company's Certificate of Incorporation limits the personal liability of the Company's directors to the Company or its stockholders for monetary damages for certain breaches of fiduciary duty. The Company maintains director and officer liability insurance which would provide coverage against certain securities law liabilities. Item 7. Not Applicable. II-1 3 ITEM 8. EXHIBITS. 4.1. Restated Certificate of Incorporation of Registrant (incorporated by reference to Exhibit 4.1 to the Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (File No. 33-53475), as filed with the Securities and Exchange Commission on June 10, 1994). 4.2. By-Laws of Registrant, as amended (incorporated by reference to Exhibit 3.ii to the Registrant's Current Report on Form 8-K dated December 22, 1994, as filed with the Securities and Exchange Commission on the same date). 5. Opinion of Gene S. Schneyer, Esquire (filed herewith). 15. Not applicable. 23.1. Consent of Arthur Andersen LLP (filed herewith). 23.2. Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel (included in Exhibit 5). 24. Powers of Attorney (included on signature page). 27. Not applicable. 28. Not applicable. ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a Post-Effective Amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the 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; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a Post-Effective Amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. II-2 4 (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 a Post-Effective Amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act 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 that is incorporated by reference in the 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. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. EXPERTS The consolidated financial statements and schedules incorporated by reference in this Registration Statement to the extent and for the periods indicated in their reports have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports. II-3 5 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 Horsham Township, Montgomery County, Commonwealth of Pennsylvania, on March 9, 1995. Advanta Corp. By: /s/ Richard A. Greenawalt ----------------------------------------------- Richard A. Greenawalt, President, Chief Operating Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby constitute and appoint Dennis Alter, Richard A. Greenawalt, Alex W. Hart, John J. Calamari, David D. Wesselink and Gene S. Schneyer, or any of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and on his or her behalf to sign, execute and file this Registration Statement and any or all amendments (including, without limitation, post-effective amendments and any amendment or amendments increasing the amount of securities for which registration is being sought) to this Registration Statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
Signature Date --------- ---- /s/ Dennis Alter March 2, 1995 - ------------------------------------------- ------------- Dennis Alter Chairman of the Board, Chief Executive Officer and Director /s/ Alex W. Hart March 2, 1995 - ------------------------------------------- ------------- Alex W. Hart Executive Vice Chairman and Director /s/ Richard A. Greenawalt March 2, 1995 - ------------------------------------------- ------------- Richard A. Greenawalt President, Chief Operating Officer and Director
II-4 6 /s/ David D. Wesselink March 2, 1995 - ------------------------------------------- ------------- David D. Wesselink Senior Vice President and Chief Financial Officer /s/ John J. Calamari March 7, 1995 - ------------------------------------------- ------------- John J. Calamari Vice President, Finance, and Chief Accounting Officer /s/ Arthur P. Bellis March 2, 1995 - ------------------------------------------- ------------- Arthur P. Bellis, Director /s/ Max Botel March 2, 1995 - ------------------------------------------- ------------- Max Botel, Director /s/ Richard J. Braemer March 2, 1995 - ------------------------------------------- ------------- Richard J. Braemer, Director /s/ Anthony P. Brenner March 2, 1995 - ------------------------------------------- ------------- Anthony P. Brenner, Director /s/ William C. Dunkelberg March 2, 1995 - ------------------------------------------- ------------- William C. Dunkelberg, Director /s/ Robert C. Hall March 2, 1995 - ------------------------------------------- ------------- Robert C. Hall, Director /s/ Warren Kantor March 2, 1995 - ------------------------------------------- ------------- Warren Kantor, Director /s/ Ronald J. Naples March 2, 1995 - ------------------------------------------- ------------- Ronald J. Naples, Director /s/ Phillip A. Turberg March 2, 1995 - ------------------------------------------- ------------- Phillip A. Turberg, Director
II-5 7 EXHIBIT INDEX Item 4.1. Restated Certificate of Incorporation of Registrant, as amended (incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment No. 1 to the Registrant's Registration Statement on Form S-3 (File No. 33-53475) as filed with the Securities and Exchange Commission on June 10, 1994). 4.2. By-Laws of Registrant, as amended (incorporated by reference to Exhibit 3.ii to the Registrant's Current Report on Form 8-K dated December 22, 1994, as filed with the Securities and Exchange Commission on the same date). 5. Opinion of Gene S. Schneyer, Esquire (filed herewith). 15. Not applicable. 23.1. Consent of Arthur Andersen LLP (filed herewith). 24.2. Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel (included in Exhibit 5). 24. Powers of Attorney (included on signature page). 27. Not applicable. 28. Not applicable. EX-5 2 LETTER FROM GENE S. SCHNEYER 1 EXHIBIT 5 March 9, 1995 Advanta Corp. 650 Naamans Road Brandywine Corporate Center Claymont, DE 19703 Ladies and Gentlemen: I am Vice President, Secretary and General Counsel of Advanta Corp. (the "Company"), and have acted as counsel for the Company in connection with the filing of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering 500,000 shares of Advanta Corp. Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), proposed to be offered and issued pursuant to the Advanta Management Incentive Plan With Stock Election IV (the "Plan"). I am familiar with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated pursuant thereto. I have examined the Company's Restated Certificate of Incorporation, the Company's By-Laws, as amended and such other corporate records and proceedings of the Company as I have deemed necessary or advisable in rendering this opinion. Based upon the foregoing, it is my opinion that, when issued pursuant to the terms of the Plan, the Class B Common Stock will be duly authorized, legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to said Registration Statement on Form S-8. Sincerely yours, /s/ Gene S. Schneyer Gene S. Schneyer Vice President, Secretary and General Counsel GSS:atw EX-23.1 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this Form S-8 Registration Statement and the related Prospectus of our reports dated January 25, 1994 included in the Advanta Corp. Form 10-K for the year ended December 31, 1993, and to all references to our Firm included in this Form S-8 Registration Statement and the related Prospectus. Philadelphia, PA Arthur Andersen LLP March 9, 1995 -----END PRIVACY-ENHANCED MESSAGE-----