As filed with the Securities and Exchange Commission on July 25, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 54-171854
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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2980 Fairview Park Drive, Suite 1300
Falls Church, Virginia 22042-4525
(Address, including zip code, of
Registrant's principal executive offices)
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CAPITAL ONE FINANCIAL CORPORATION
2002 NON-EXECUTIVE OFFICER STOCK INCENTIVE PLAN
(Full title of the plan)
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JOHN G. FINNERAN, JR., Esq.
Executive 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)
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Security to Amount to be Offering Price Aggregate Registration
be Registered Registered(1) Per Unit(2) Offering Price(2) Fee
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Common Stock
$.01 par value, 8,500,000 $30.275 $257,337,500 $23,675.05
including attached
Rights(3)
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(1) Represents the maximum number of shares of Common Stock of Capital One
Financial Corporation (the "Company") that may be offered and sold
hereunder. 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 July 24, 2002.
(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 I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be sent
or given to participants as specified by Rule 428(b)(1). Such documents are not
being filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424. Such documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form, taken together, constitute a prospectus that meets the requirements
of Section 10(a) of the Securities Act.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, heretofore filed by Capital One Financial
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"SEC") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated by reference in this Registration Statement,
except as superseded or modified as described herein:
(a) The Registrant's Annual Report on Form 10-K, dated March 22, 2002 relating
to the fiscal year ended December 31, 2001.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 2002.
(c) The Registrant's Current Reports on Form 8-K, dated January 16, 2002, April
16, 2002, April 23, 2002 and July 16, 2002.
(d) The description of Registrant's Common Stock on Amendment No. 1 to Form 8-A
dated October 17, 1994.
(e) The description of the Registrant's Preferred Stock purchase rights on Form
8-A dated November 16, 1995.
All documents subsequently filed by the Registrant 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 this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in any
such incorporated document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in any other incorporated document subsequently filed (or in this Registration
Statement, with respect to an incorporated document filed prior to the filing
hereof), modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
John G. Finneran, Jr., Esq., Executive 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 131,652 shares of Common Stock issued under the 1994
Stock Incentive Plan and unvested options to purchase an additional 523,293
shares of Common Stock issued under the 1994 Stock Incentive Plan.
Item 6. Indemnification of Directors and Officers.
Under Section 145 of the General Corporation Law of the State of Delaware
(the "GCL"), a corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any action, suit or proceeding by reason of
the fact that he or she is or was a director or officer of such corporation if
such person acted in good faith and in a manner he or she reasonably believed to
be in and not opposed to the best interest of the corporation and, with respect
to a criminal action or proceeding, such person had no reasonable cause to
believe that his or her conduct was unlawful, except that, in the case of any
action or suit by or in the right of the corporation, no indemnification is
permitted if the person shall be adjudged liable to the corporation other than
indemnification for such expenses as a court shall determine such person is
fairly and reasonably entitled to.
Article XI of the Registrant's Restated Certificate of Incorporation and
Section 6.7 of the Registrant's By-laws provide, in general, for mandatory
indemnification of directors and officers to the fullest extent permitted from
time to time by the GCL or any other applicable law, against liability incurred
by them in proceedings instituted or threatened against them by third parties,
or by or on behalf of the Registrant itself, relating to the manner in which
they performed their duties unless they have been guilty of willful misconduct
or of a knowing violation of the criminal law.
Under Article X of the Registrant's Restated Certificate of Incorporation,
a director of the Registrant is not personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant also maintains a directors and officers insurance policy
generally covering the activities for which such persons are entitled to
indemnification.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
Number Description Reference
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4 Rights Agreement, dated as of November 16, Incorporated by reference to the
1995, between Capital One Financial Corporation Registrant's Current Report on Form
and EquiServe Trust Company, N.A., as successor 8-K, filed November 16, 1995
to First Chicago Trust Company of New York, as
Rights Agent
4.1 Amendment Number 1 to Rights Agreement, dated as Incorporated by reference to the
of April 29, 1999, between Capital One Financial Registrant's Current Report on Form
Corporation and EquiServe Trust Company, N.A., 8-K, filed May 5, 1999
as successor to First Chicago Trust Company of
New York, as Rights Agent
4.2 Amendment Number 2 to Rights Agreement, dated as Incorporated by reference to the
of October 18, 2001, between Capital One Registrant's Current Report on Form
Financial Corporation and EquiServe Trust 8-K, filed November 2, 2001
Company, N.A., as successor to First Chicago
Trust Company of New York, as Rights Agent
4.3 Amended and Restated Certificate of Incorporated by reference to Exhibit
Incorporation of Capital One Financial 3.1 of the Registrant's Current
Corporation Report on Form 8-K, filed January 16, 2001
4.4 Amended and Restated Bylaws of Capital One Incorporated by reference to Exhibit
Financial Corporation (as amended November 18, 3.2 of the Registrant's Annual
1999) Report on Form 10-K/A for the year
ended December 31, 1999
5 Opinion of Counsel Filed herewith
10.3 Capital One Financial Corporation 2002 Filed herewith
Non-Executive Officer Stock Incentive Plan
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
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 Securities and Exchange Commission pursuant to
Rule 424(b) under the Securities Act if, in the aggregate, the
changes in volume and price represent no more than a 20% 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 Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of 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
thereby, 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 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 Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered thereby, 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.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Capital
One Financial Corporation 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 or amendment thereto to be signed on its behalf by
the undersigned, thereunto duly authorized, in the Commonwealth of Virginia, on
the 23rd day of July, 2002.
CAPITAL ONE FINANCIAL CORPORATION
By /s/ John G. Finneran, Jr.
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John G. Finneran, Jr.
Executive 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, John G. Finneran, Jr., Esq. and
Frank R. Borchert, III, 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, as amended,
this registration statement or amendment thereto has been signed below by the
following persons in the capacities indicated below on the 23rd day of July,
2002.
SIGNATURE TITLE
/s/ Richard D. Fairbank Director, Chairman and Chief Executive Officer
-------------------------------------------- (Principal Executive Officer)
Richard D. Fairbank
/s/ Nigel W. Morris
-------------------------------------------- Director, President and Chief Operating Officer
Nigel W. Morris
/s/ David M. Willey Executive Vice President and Chief Financial
-------------------------------------------- Officer
David M. Willey (Principal Accounting and Financial Officer)
/s/ W. Ronald Dietz Director
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W. Ronald Dietz
/s/ James A. Flick, Jr. Director
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James A. Flick, Jr.
/s/ Patrick W. Gross Director
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Patrick W. Gross
/s/ James V. Kimsey Director
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James V. Kimsey
/s/ Stanley I. Westreich Director
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Stanley I. Westreich
Exhibit Index
Exhibit Sequential
Number Description Page Number
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5 Opinion of Counsel 9
10.3 Capital One Financial Corporation 2002 Non-Executive Officer Stock 10
Incentive Plan
23.1 Consent of Counsel (included in Exhibit 5) 9
23.2 Consent of Independent Auditors 35