-----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, JN8HhArAyCKmqfeTFeYSTeJHSiMbAtNGOZ28IcuaIFmQBz0VqZSGDkyt4hQiKHJI 1gsXgqOK/+vbH9w4D3EK/Q== 0000893220-99-001203.txt : 19991026 0000893220-99-001203.hdr.sgml : 19991026 ACCESSION NUMBER: 0000893220-99-001203 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991025 EFFECTIVENESS DATE: 19991025 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: SEC FILE NUMBER: 333-89665 FILM NUMBER: 99733327 BUSINESS ADDRESS: STREET 1: P.O. BOX 844 STREET 2: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19477 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 REGISTRATION STATEMENT FOR ADVANTA CORP. 1 As filed with the Securities and Exchange Commission, via EDGAR, on October 25, 1999 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 Registration Statement under The Securities Act of 1933 ADVANTA CORP. --------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 23-1462070 ---------------------------- ------------------------------------ (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) Welsh & McKean Roads, Spring House, Pennsylvania 19477 --------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) ADVANTA MANAGEMENT INCENTIVE PLAN 2000 (Full title of the plan) Elizabeth H. Mai, Esquire Senior Vice President, Secretary and General Counsel Advanta Corp. Welsh & McKean Roads Spring House, Pennsylvania 19477 --------------------------------------- (Name and address of agent for service) (610) 657-4000 ------------------------------------------------------------- (Telephone number, including area code, of agent for service) 2 CALCULATION OF REGISTRATION FEE
Proposed Proposed Title of Maximum Maximum Amount of Securities to be Amount to be Offering Price Aggregate Registration Registered Registered(1) Per Share(2) Offering Price Fee Class B Common Stock, $0.01 par value 250,000 shares $12.75 $3,187,500 $886.13 (1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this Registration Statement also covers such additional securities as may hereafter be offered or issued pursuant to the Advanta Management Incentive Plan 2000 (the "Plan") to prevent dilution resulting from stock splits, stock dividends, recapitalizations or certain other capital adjustments. (2) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and 457(h)(1) under the Securities Act of 1933, as amended (the "Securities Act"), based on the average of the high and low prices for the Class B Common Stock, $0.01 par value, of the Registrant (the "Common Stock") as quoted on The Nasdaq National Market of the Nasdaq Stock Market, Inc. on October 18, 1999.
3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents filed by Advanta Corp. (the "Registrant" or the "Company") with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference in this Registration Statement: 1. The Registrant's Annual Report on Form 10-K for the year ended December 31, 1998. 2. The Registrant's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 and June 30, 1999. 3. The Registrant's Current Reports on Form 8-K, filed with the Commission on January 25, 1999, January 26, 1999, March 3, 1999, April 27, 1999, May 3, 1999, July 27, 1999, September 17, 1999 and October 25, 1999. 4. The description of the Company's Class B Common Stock 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 filed by the Registrant pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of any such document. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document which also is incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. Description of Securities. Not applicable. 4 Item 5. Interests of Named Experts and Counsel. Not applicable. Item 6. Indemnification of Directors and Officers. 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 ByLaws 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 Restated 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. The Company carries a liability insurance policy for its officers and directors. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. The following Exhibits are filed as part of this Registration Statement: Exhibit No. 4 Advanta Management Incentive Plan 2000. 5 Opinion of Wolf, Block, Schorr and Solis- Cohen LLP. 23.1 Consent of Arthur Andersen, LLP, independent accountants. 23.2 Consent of Wolf, Block, Schorr and Solis- Cohen LLP (contained in Exhibit 5). 5 24 Power of Attorney (included on signature page in Part II of the Registration Statement). 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, as amended (the "Securities Act"); (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. 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 Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 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 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 with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act, 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, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the registration 6 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 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 Securities 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 Securities Act and will be governed by the final adjudication of such issue. 7 SIGNATURES AND POWER OF ATTORNEY 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 Lower Gwynedd Township, Montgomery County, Commonwealth of Pennsylvania, on this 25th day of October, 1999. ADVANTA CORP. By: /s/ William A. Rosoff --------------------------------- Name: William A. Rosoff Title: President and Director KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Dennis Alter, William A. Rosoff, Philip M. Browne, James L. Shreero, Jeffrey D. Beck and Elizabeth H. Mai, and each of them, jointly and severally, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her 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 post-effective amendments), and to file the same, with all exhibits thereto, and other documents in connection therewith (including, without limitation, any related Registration Statement or amendment thereto filed in accordance with Rule 462 under the Securities Act of 1933, as amended), with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents 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, as fully as to all intents and purposes as she or he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their or his or her 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 by the following persons in the capacities indicated on October 25, 1999.
Name Title /s/ Dennis Alter Chief Executive Officer and - --------------------------------- Chairman of the Board Dennis Alter
8
Name Title /s/ William A. Rosoff President and Director - ---------------------------------- William A. Rosoff /s/ Olaf Olafsson Director - ---------------------------------- Olaf Olafsson /s/ Philip M. Browne Senior Vice President and Chief - ---------------------------------- Financial Officer Philip M. Browne /s/ James L. Shreero Vice President and Chief - ---------------------------------- Accounting Officer James L. Shreero /s/ Arthur Bellis Director - ---------------------------------- Arthur Bellis /s/ Max Botel Director - ---------------------------------- Max Botel /s/ William C. Dunkelberg Director - ---------------------------------- William C. Dunkelberg /s/ Dana Becker Dunn Director - ---------------------------------- Dana Becker Dunn
9
Name Title /s/ Robert C. Hall Director - ---------------------------------- Robert C. Hall /s/ James E. Ksansnak Director - ---------------------------------- James E. Ksansnak /s/ Ronald Lubner Director - ---------------------------------- Ronald Lubner /s/ Michael Stolper Director - ---------------------------------- Michael Stolper
10 ADVANTA CORP. REGISTRATION STATEMENT ON FORM S-8 EXHIBIT INDEX EXHIBIT NO. DOCUMENT 4 Advanta Management Incentive Plan 2000 5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP. 23.1 Consent of Arthur Andersen, LLP, independent accountants. 23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP. (contained in Exhibit 5). 24 Power of Attorney (included on signature page in Part II of the Registration Statement). EX-4 2 ADVANTA MANAGEMENT INCENTIVE PLAN 2000 1 Exhibit 4 ADVANTA MANAGEMENT INCENTIVE PLAN 2000 1. Purpose. This Plan is intended as an additional incentive to employees, other than those employees who are Officers (as defined below) to enter into or remain in the employ of Advanta Corp., a Delaware corporation (the "Company"), or a subsidiary thereof and to devote themselves to the Company's success. This Plan provides selected employees with an opportunity to acquire the Company's Class B Common Stock, par value $0.01 per share (the "Common Stock"). 2. Administration. This Plan shall be administered by the Board of Directors of the Company; however, the Board of Directors may designate a committee or committees to operate and administer the Plan in its stead, or designate one or more committees to operate the Plan in part, and itself operate the Plan with respect to persons not within the jurisdiction of such committee. Any of such committees designated by the Board of Directors, and the Board of Directors itself in its administrative capacity with respect to the Plan, is referred to as the "Committee." As used herein, the term "Officers" means any person who is an "officer" as that term is used for purposes of the rules and regulations governing companies listed on the NASDAQ National Market System. The Committee shall hold meetings at such times and places as it may determine. Acts approved at a meeting by a majority of the members of the Committee or acts approved in writing by the unanimous consent of the members of the Committee shall be valid acts of the Committee. The interpretation and construction by the Committee of any provision of the Plan or of any Restricted Stock Award (as hereinafter defined) awarded hereunder shall be final, binding and conclusive. 3. Eligibility. All employees of the Company or a subsidiary thereof, other than employees who are Officers, who are selected by the Committee to be eligible to receive a bonus pursuant to the Advanta Management Incentive Plan shall be eligible to receive shares (the "Restricted Shares") of Common Stock (the "Restricted Stock Awards") pursuant to this Plan. A person receiving a Restricted Stock Award under this Plan is referred to herein as an "Award Recipient." For purposes of this Plan, "subsidiary" shall include any corporation, partnership, joint venture or other entity in which the Company, directly or indirectly, has an equity interest of at least twenty percent (20%) or a significant financial interest, provided that the Committee has determined that such entity shall be deemed a "subsidiary" for purposes of this Plan. The aggregate maximum number of shares of Common Stock for which Restricted Stock Awards may be awarded under this Plan is 250,000. 2 4. Restricted Stock Awards. (a) Discretionary Grants of Restricted Stock. The Committee shall have the authority to make grants of Restricted Shares for a number of shares of Common Stock, and on such terms and conditions as the Committee, in its discretion, deems appropriate in order to take into account any facts and circumstances that influence the effectiveness of this Plan, or of this Plan along with any other plan or compensation arrangements of the Company, as a means by which the Company may provide appropriate, current performance incentives for eligible employees. Such facts and circumstances shall include, but are not limited to, any facts and circumstances related to levels of compensation and bonuses paid by other similarly situated employers, and current needs of the Company to encourage the retention of valued employees and to reward high levels of performance by such employees. The Committee's determinations with respect to any grants under this Section 4 shall be final, binding and conclusive. (b) New Participants. At such time as any employee (other than an employee who is or has been a participant in the Advanta Management Incentive Plan with Stock Election IV, such plan being referred to hereafter as "AMIP IV") becomes eligible to participate in this Plan for any reason (including promotion or being newly hired), he or she shall be permitted to elect (which election shall be irrevocable) a portion of such employee's annual bonus for services performed during 2000 and 2001 to be received in the form of Common Stock. The portion of each such bonus which may be elected in stock is an amount up to the employee's anticipated Target Bonus (as defined below), calculated on the basis of such employee's then base salary, and subject to such modifications as may be specifically provided for herein or in the terms of any grant document made applicable to such employee at the discretion of the Committee. The election shall be performed by the employee's execution of such forms as may be determined by the Committee. In general, the determination of the number of shares of Common Stock to be granted to an employee by reason of his or her election under this Section 4(b) shall be made by dividing the portion of the new participant's Target Bonus by the Base Price (as hereinafter defined). Nothing in this Plan shall be construed as permitting any person who is a participant in AMIP IV to have any right to make an election with respect to any grant of Restricted Shares made under this Plan, except to the extent otherwise specified by the Committee. For purposes of this Plan, in general, a new participant's "Target Bonus" shall mean his or her annualized target bonus for the then current calendar year, and a new participant's "Base Price" shall mean the average of the closing market prices per share of the Common Stock for each trading day in the ninety day period ending on the day before the date the recipient became eligible to participate in this Plan. Notwithstanding the foregoing, all determinations made under this Section 4(b) shall be subject to modification at the discretion of the Committee, including such modifications and adjustments as are permitted under Section 4(d) below. (c) Modification for Increases in Target Bonus Percentage. If any employee who is eligible to receive grants under this Plan would become eligible for a grant of Restricted Shares under the terms of AMIP IV as a result of an increase in such employee's prospective target bonus to a higher percentage of base salary, or if any employee who has received a grant of Restricted Shares under this Plan under Section 4(b) above has an increase in his or her prospective target bonus to a higher percentage of base salary (whether as a consequence of such 3 participant receiving a promotion, or of other action by the Committee), then, to the extent that the participant previously elected to receive a percentage of 2000-2001 bonuses in stock under this Plan or under the terms of AMIP IV, as the case may be, that election shall be likewise applied to the additional target bonus resulting from the increase in the participant's target bonus percentage. Except as may otherwise be specified by the Committee, the number of additional shares of Restricted Stock awarded to the participant in such a case shall be based on the average of the closing market prices of the Common Stock for each trading day in the ninety day period ending on the day before the effective date of the promotion or other action by the Committee ("Target Increase Base Price"). If any employee is eligible for a grant of Restricted Shares under both this Plan and under AMIP IV, to the extent possible, such grant of Restricted Shares may, at the discretion of the Committee, be made under this Plan rather than under AMIP IV, and such shares shall be subject to the same terms and conditions as would have been applicable to such grant had it been made under AMIP IV. (d) Committee Adjustments to Restricted Stock Awards. In addition to any discretionary authority of the Committee under any other provision of this Plan, the Committee shall have the authority to make such adjustments to any of the components used in making any calculations related to grants of Restricted Shares, including determinations of the Base Price and Target Increase Base Price of the Restricted Shares covered by a Restricted Stock Award under this Plan. In addition, when making grants of Restricted Shares under this Plan, the Committee may make such grants as an adjustment with respect to grants made under any similar plan of the Company, and in doing so may make additional Restricted Stock Awards on such terms and conditions as the Committee, in its discretion, deems appropriate in order to meet the current needs of the Company to encourage the retention of valued employees and to reward high levels of performance by such employees. The Committee shall have authority to determine the adjustments and grants made under this Section 4(d), and any such determination by the Committee shall be final, binding and conclusive. Notwithstanding the foregoing, nothing contained in this Section 4(d) shall constitute authorization to grant more shares under the Plan than are authorized in the aggregate for grants of Restricted Stock Awards under the terms of the Plan. For these purposes, shares available for grant under the Plan shall include shares subject to Restricted Stock Awards that have been previously forfeited under the terms of the Plan. 5. Vesting. (a) General. Restricted Shares shall fully vest upon the lapse of ten years from the date they are awarded as Restricted Stock Awards or on such other date as may be established by the Committee at its discretion. In addition, the Committee may accelerate the vesting of the Restricted Shares, and to the extent that the Committee or the Board of Directors approves payment of bonuses under the Advanta Management Incentive Plan, vesting will be accelerated annually with respect to the appropriate portion (as determined by the Committee) of the Restricted Shares on such date that the Company elects to pay bonuses for services performed during the years 2000 and 2001. The portion of any bonus award which exceeds the applicable "target" level will be paid in cash. Bonus awards which fall short of the applicable "target" bonus awards, as determined by the Committee or the Board of Directors, in their discretion, will be paid by reducing both the cash component and the number of shares of stock to be vested, on 4 a pro rata basis. For purposes of determining the value of that portion of any bonus award to be paid by accelerating the vesting of Restricted Shares for a performance year, all Restricted Shares shall be valued by reference to the Base Price or to such other price as may have been utilized at the discretion of the Committee in determining the number of Restricted Shares initially granted or in determining the number of shares granted in addition to an original grant of Restricted Shares. The Committee shall take such actions in making determinations under this Section 5 so as to cause this Plan to operate, to the extent applicable, in conjunction with any other similar plan of the Company so as to result in appropriate bonus vesting of Restricted Shares consistent with the Company's overall program of incentive compensation. (b) Pro Rata Acceleration of Vesting of Restricted Shares in the Event of the Award Recipient's Death, Disability or Retirement. In the event of the death, disability (within the meaning of section 22(e)(3) of the Internal Revenue Code) or retirement of any Award Recipient under this Plan, the Committee may, at its discretion, after considering any relevant facts and circumstances, including facts and circumstances relating to the performance of such Award Recipient and of the Company for the portion of the then current year prior to such death, disability or retirement, direct that the vesting with respect to all or any portion of the Restricted Shares which would have become vested had the employee worked the entire year shall be accelerated and such Restricted Shares shall become fully vested. (c) Pro Rata Acceleration of Vesting of Restricted Shares in the Event of a Change of Control. In the event of, or upon the date set by the Committee to be an accelerated vesting date in anticipation of, a Change of Control, the Committee may, at its discretion, after considering any relevant facts and circumstances, including facts and circumstances relating to the performance of such Award Recipient and of the Company for the portion of the then current year prior to such actual or anticipated Change of Control, direct that the vesting with respect to a pro rata portion of the Restricted Shares which would have become vested had the employee worked the entire year shall be accelerated and such Restricted Shares shall become fully vested. A "Change of Control" shall be deemed to have occurred upon the earliest to occur of the following events: (i) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a plan or other arrangement pursuant to which the Company will be dissolved or liquidated, or (ii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) approve a definitive agreement to sell or otherwise dispose of substantially all of the assets of the Company, or (iii) the date the stockholders of the Company (or the Board of Directors, if stockholder action is not required) and the stockholders of the other constituent corporation (or its board of directors if stockholder action is not required) have approved a definitive agreement to merge or consolidate the Company with or into such other corporation, other than, in either case, a merger or consolidation of the Company in which holders of shares of the Company's Class A Common Stock immediately prior to the merger or consolidation will have at least a majority of the voting power of the surviving corporation's voting securities immediately after the merger or consolidation, which voting securities are to be held in the same proportion as such holders' ownership of Class A Common Stock of the Company immediately before the merger or consolidation, or (iv) the date any entity, person or group, within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended (other than (a) the 5 Company or any of its subsidiaries or any employee benefit plan (or related trust) sponsored or maintained by the Company or any of its subsidiaries or (b) any person who, on the date the Plan is effective, shall have been the beneficial owner of or have voting control over shares of Common Stock of the Company possessing more than twenty-five percent (25%) of the aggregate voting power of the Company's Common Stock) shall have become the beneficial owner of, or shall have obtained voting control over, more than twenty-five percent (25%) of the outstanding shares of the Company's Class A Common Stock, or (v) the first day after the date this Plan is effective when directors are elected such that a majority of the Board of Directors shall have been members of the Board of Directors for less than two (2) years, unless the nomination for election of each new director who was not a director at the beginning of such two (2) year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such period. 6. Forfeiture of Restricted Shares. Except as may be specifically provided to the contrary by the Committee, or to the extent provided in Sections 5(b) or 5(c), above, all nonvested Restricted Shares shall be forfeited without the receipt of any payment by the Award Recipient upon the last day of the Award Recipient's employment or service with the Company or a subsidiary thereof. Restricted Shares which are forfeited may be canceled by the Company without any action by the Award Recipient. 7. Transfer of Restricted Shares. No Restricted Shares awarded under this Plan may be transferred, pledged, or encumbered until such time as any such shares become vested. 8. Amendment of the Plan. The Board of Directors of the Company may amend this Plan from time to time in such manner as they may deem advisable. No amendment to this Plan shall adversely affect any outstanding Restricted Stock Award, however, without the consent of the Award Recipient. 9. No Continued Employment. The award of a Restricted Stock Award pursuant to this Plan shall not be construed to imply or to constitute evidence of any agreement, express or implied, on the part of the Company or any subsidiary thereof to retain the Award Recipient in the employ or service of the Company or any subsidiary thereof, and each such Award Recipient shall remain subject to discharge to the same extent as if this Plan had not been adopted. 10. Withholding of Taxes. Whenever Restricted Shares vest or, if sooner, whenever an Award Recipient must include the Restricted Shares in income for federal income tax purposes, the Company shall have 6 the right to (a) require the recipient to remit or otherwise make available to the Company an amount sufficient to satisfy all federal, state and/or local withholding tax requirements prior to the delivery or transfer of any certificate or certificates for such Restricted Shares or (b) take whatever action it deems necessary to protect its interests with respect to tax liabilities, including, without limitation, redeeming a portion of any Restricted Shares otherwise deliverable pursuant to this Plan with a then fair market value equal to such tax liabilities. The Company's obligation to make any delivery or transfer of vested Restricted Shares shall be conditioned on the Award Recipient's compliance with any withholding requirement to the Company's satisfaction. 11. Establishment of Rules by the Committee. The Committee shall have the authority to establish rules as it deems necessary or appropriate with respect to the Company's obligations in connection with the withholding requirements described in Section 10. 12. Dividend and Other Rights. During the period from the date a Restricted Stock Award is granted to the date Restricted Shares are vested, the Award Recipient will be entitled to all rights of a holder of the Common Stock of the Company, including the right to receive dividends declared on such shares, as paid. 13. Stock Certificates. The stock certificate(s) evidencing a Restricted Stock Award shall be registered in the name of the Award Recipient and shall bear a legend referring to the terms, conditions and restrictions applicable to such shares. The Committee may direct the Company to either retain physical possession or custody of or place into escrow the certificate(s) evidencing the Restricted Shares until such time as such shares are vested. EX-5 3 OPINION OF WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP 1 Exhibit 5 1650 Arch Street 22nd Floor Philadelphia, PA 19103-2097 Wolf, Block, Schorr and Solis-Cohen LLP T: 215 977 2000 F: 215 977 2334 www.wolfblock.com October 25, 1999 Advanta Corp. Welsh & McKean Roads Spring House, Pennsylvania 19477 RE: Advanta Corp. Registration Statement on Form S-8 Gentlemen: As counsel to Advanta Corp., a Delaware corporation (the "Company"), we have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 250,000 shares of the Company's Class B Common Stock, $0.01 par value (the "Common Stock"), that may be issued under the Company's Advanta Management Incentive Plan 2000 (the "Plan"). In this connection, we have examined the Company's Certificate of Incorporation and Bylaws, the Plan and such other documents and corporate records relating to the Company and the issuances of the Common Stock as we have deemed appropriate. In all examinations of documents, instruments and other papers, we have assumed the genuineness of all signatures on original and certified documents and the conformity with original and certified documents of all copies submitted to us as conformed, photostatic or other copies. As to matters of fact which have not been independently established, we have relied upon representations of officers of the Company. Based upon the foregoing, it is our opinion that the shares of Common Stock offered and to be offered under the Plan are duly authorized and, when issued, sold and paid for pursuant to the terms of the Plan, will be legally issued, fully paid and non-assessable. 2 We hereby expressly consent to the inclusion of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations thereunder. Very truly yours, /s/ Wolf, Block, Schorr and Solis-Cohen LLP ------------------------------------------- WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP EX-23.1 4 CONSENT OF ARTHUR ANDERSEN, LLP, IND. 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 of our report dated January 26, 1999 included in Advanta Corp.'s Form 10-K for the year ended December 31, 1998 and to all references to our Firm included in this Form S-8 Registration Statement. /s/ Arthur Andersen LLP Philadelphia, PA October 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----