As filed with the Securities and Exchange Commission on July 28, 2000
Registration No. 333-28767
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PROVIDIAN FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 94-2933952
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
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201 Mission Street, San Francisco, California 94105
(Address of principal executive offices) (Zip code)
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2000 Stock Incentive Plan
(formerly known as
1997 Stock Option Plan
and
Stock Ownership Plan)
(Full title of the plan)
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Shailesh J. Mehta
Chief Executive Officer
Providian Financial Corporation
201 Mission Street
San Francisco, California 94105
(Name and address of agent for service)
(415) 543-0404
(Telephone number including area code of agent for service)
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Copies to:
Ellen Richey, Esq.
Vice Chairman, General Counsel and Secretary
Providian Financial Corporation
201 Mission Street
San Francisco, California 94105
CONSOLIDATION OF PLANS
On June 9, 1997, the Registrant filed with the Commission a
Registration Statement on Form S-8 (Registration No. 333-28767) (the "Form S-8")
registering 12,400,000 shares (18,600,000 shares after the three-for-two stock
split in the form of a stock dividend on December 15, 1998) of the Registrant's
Common Stock, par value $.01 per share (the "Shares"), to be issued to
participants in connection with the Registrant's 1997 Stock Option Plan (the
"Stock Option Plan"), and 4,000,000 Shares (6,000,000 Shares after the stock
split) to be issued to participants in connection with the Registrant's Stock
Ownership Plan (the "Stock Ownership Plan"). The 6,000,000 Shares registered in
connection with the Stock Ownership Plan (and any Shares that would otherwise
revert to the Stock Ownership Plan as a consequence of forfeiture) have been
transferred to the Stock Option Plan and combined with the 18,600,000 Shares
registered in connection with the Stock Option Plan (which has been combined
with the Stock Ownership Plan and amended and restated as the Registrant's "2000
Incentive Stock Plan"), for a combined total of 24,600,000 Shares registered in
connection with the 2000 Incentive Stock Plan.
SIGNATURES
The Registrant. 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
Post-Effective Amendment No. 1 to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, State of California, on July 27, 2000.
PROVIDIAN FINANCIAL CORPORATION
By /s/ Shailesh J. Mehta
----------------------------
Shailesh J. Mehta
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title Date
/s/ Shailesh J. Mehta Chairman, President and July 27, 2000
------------------------ Chief Executive Officer and
Shailesh J. Mehta Director (Principal Execuive
Officer)
* DAVID J. PETRINI Executive Vice President and July 27, 2000
------------------------ Chief Financial Officer
David J. Petrini (Principal Financial Officer)
* DANIEL SANFORD Senior Vice President and July 27, 2000
------------------------ Controller (Principal
Daniel Sanford Accounting Officer)
* JAMES V. ELLIOTT Director July 27, 2000
------------------------
James V. Elliott
* LYLE EVERINGHAM Director July 27, 2000
------------------------
Lyle Everingham
* J. DAVID GRISSOM Director July 27, 2000
------------------------
J. David Grissom
* LARRY D. THOMPSON Director July 27, 2000
------------------------
Larry D. Thompson
* By /s/ Clifford Shapiro
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Attorney-in-fact
