UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 8, 2009
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its chapter)
| Delaware | 1-13300 | 54-1719854 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1680 Capital One Drive, McLean, Virginia |
22102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 720-1000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
The Opinion of Wachtell, Lipton, Rosen & Katz as to the validity of the shares of common stock, par value $0.01 per share, of Capital One Financial Corporation offered pursuant to the Prospectus Supplement dated May 8, 2009 by the selling stockholders listed therein is filed herewith and is incorporated by reference into the Registration Statement on Form S-3 (File No. 333-159085).
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 5.1 |
Opinion of Wachtell, Lipton, Rosen & Katz | |
| 23.1 |
Consent of Wachtell, Lipton, Rosen & Katz (included as part of Exhibit 5.1) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||
| Dated: May 8, 2009 | By: | /s/ John G. Finneran, Jr. | ||
| John G. Finneran, Jr. | ||||
| General Counsel and Corporate Secretary | ||||
EXHIBIT INDEX
| Exhibit No. |
Description of Exhibit | |
| 5.1 |
Opinion of Wachtell, Lipton, Rosen & Katz | |
| 23.1 |
Consent of Wachtell, Lipton, Rosen & Katz (included as part of Exhibit 5.1) | |