<PAGE>
As filed with the Securities and Exchange Commission on May 13, 1999.
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMPUCREDIT CORPORATION
(Exact name of issuer as specified in its charter)
GEORGIA 58-2336689
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO RAVINIA DRIVE, SUITE 1750
ATLANTA, GEORGIA 30346
(Address of principal executive offices) (Zip Code)
COMPUCREDIT CORPORATION
AMENDED AND RESTATED 1998 STOCK OPTION PLAN
(Full title of the plan)
BRETT M. SAMSKY
CHIEF FINANCIAL OFFICER
COMPUCREDIT CORPORATION
TWO RAVINIA DRIVE, SUITE 1750
ATLANTA, GEORGIA 30346
(770) 901-5840
(Name, address and telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
ROBERT K. HARRIS, ESQ.
TROUTMAN SANDERS LLP
600 PEACHTREE STREET, N.E., SUITE 5200
ATLANTA, GEORGIA 30308-2216
(404) 885-3453
<TABLE>
<CAPTION>
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------- ------------------- ----------------- ------------------ ---------------------
Proposed Proposed
Amount maximum maximum
Title of each class of to be offering price aggregate Amount of
securities to be registered registered (1) per share offering price (2) registration fee
- --------------------------------------------- ------------------- ----------------- ------------------ ---------------------
<S> <C> <C> <C> <C>
Shares of common stock, no par value (the 244,224 shares $12.08735 (2) $ 2,952,021 (2) $ 821
"Common Stock"), issuable pursuant to the 955,776 Shares $16.43750 (3) $ 15,710,568 (3) $ 4,368
----------------- ---------------- -------
CompuCredit Corporation Amended and Restated 1,200,000 shares $ 18,662,589 $ 5,189
1998 Stock Option Plan
- --------------------------------------------- ------------------- ----------------- ------------------ ---------------------
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "1933 Act"), includes an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2) Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of
shares subject to options whose exercise price is known is estimated
solely for the purpose of calculating the registration fee on the basis
of the weighted average price at which the options may be exercised.
(3) Pursuant to Rule 457(h)(1) under the 1933 Act, the offering price of
shares subject to options whose exercise price is not known is
estimated solely for the purpose of calculating the registration fee on
the basis of the average of the high and low prices of CompuCredit
Corporation common stock on May 10, 1999 as reported on the Nasdaq
National Market.
<PAGE>
PART I -- INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. PLAN INFORMATION. +
Item 2. REGISTRANT INFORMATION AND PLAN ANNUAL INFORMATION. +
+ Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
the Note to Part I of Form S-8.
PART II -- INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
CompuCredit Corporation (the "Company" or the "Registrant") hereby
incorporates by reference in this Registration Statement the following
documents:
(a) The Registrant's prospectus dated April 22, 1999, filed pursuant to
Rule 424(b) of the Securities Act of 1933, as amended (the "Securities Act") on
April 23, 1999 (Reg. No. 333-69879); and
(b) The description of the Common Stock included in the Registrant's
Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the
Exchange Act on April 12, 1999 (SEC File No. 0-25751), including any amendment
or report filed for the purpose of updating such description.
All documents filed subsequent to the date of this registration
statement by the undersigned Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act prior to the filing of a post-effective amendment
hereto which indicates that all shares of Common Stock offered hereby have been
sold or which deregisters any shares of such Common Stock then remaining unsold,
shall also be deemed to be incorporated by reference in this registration
statement and to be a part hereof from their respective dates of filing. 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 of
this registration statement to the extent that a statement contained herein, or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement contained in this registration statement shall be deemed to be
modified or superseded to the extent that a statement contained in a
subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
Not Applicable.
2
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Georgia Business Corporation Code (the "GBCC") permits a
corporation to eliminate or limit the personal liability of a director to the
corporation or its shareholders for monetary damages for breach of duty of care
or other duty as a director, provided that no provisions shall eliminate or
limit the liability of a director: (i) for any appropriation, in violation of
his duties, of any business opportunity of the corporation; (ii) for acts or
omissions which involve intentional misconduct or a knowing violation of law;
(iii) for unlawful corporate distributions; or (iv) for any transaction from
which the director received an improper personal benefit. This provision
pertains only to breaches of duty by directors in their capacity as directors
(and not in any other corporate capacity, such as officers) and limits liability
only for breaches of fiduciary duties under the GBCC (and not for violation of
other laws, such as the federal securities laws).
The Amended and Restated Articles of Incorporation exonerate the
directors of the Company from monetary liability to the extent permitted by this
statutory provision. The Company's Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws also provide that the Company
shall indemnify any director, and may indemnify any officer, who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (including any action by or in the right of the Company), by
reason of the fact that such person is or was a director or officer of the
Company, or is or was serving at the request of the Company as a director or
officer of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including reasonable attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by such
person in connection with such action, suit or proceeding, if such person acted
in good faith and in a manner such person reasonably believed to be in or not
opposed to the best interests of the Company (and with respect to any criminal
action or proceeding, if such person had no reasonable cause to believe such
person's conduct was unlawful), to the maximum extent permitted by, and in the
manner provided by, the GBCC.
In addition, the Amended and Restated Bylaws provide that the Company
will advance to its directors, and may advance to its officers, reasonable
expenses of any such proceeding; provided that, such person furnishes the
Company with (i) a written affirmation of such person's good faith belief that
such person has met the applicable standard of conduct and (ii) a written
undertaking to repay any advances if it is ultimately determined that such
person is not entitled to indemnification.
Notwithstanding any provision of the Company's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws to the contrary, the
GBCC provides that the Company shall not indemnify a director or officer for any
liability incurred in a proceeding in which the director or officer is adjudged
liable to the Company or is subjected to injunctive relief in favor of the
Company: (i) for any appropriation, in violation of his duties, of any business
opportunity of the Company; (ii) for acts or omissions which involve intentional
misconduct or a knowing violation of law; (iii) for unlawful corporate
distributions; and (iv) for any transaction from which the director or officer
received an improper personal benefit.
The Company also maintains a directors' and officers' liability
insurance policy which insures its directors and officers against such
liabilities as are customarily covered by such policies.
3
<PAGE>
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
Exhibit
NUMBER
-------
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(File No. 333-62327), filed with the Commission on August 27,
1998)
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-62327), filed with the
Commission on August 27, 1998)
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (contained in opinion filed in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included in the signature page to the
Registration Statement).
Item 9. UNDERTAKINGS.
(a) Rule 415 offerings. 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 1933 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 and of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Securities and Exchange
Commission (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.
4
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(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 1934 Act that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the 1933 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 any offering.
(b) Filings incorporating subsequent 1934 Act documents by reference.
The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the 1933 Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act 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) Filing of registration statement on Form S-8. Insofar as
indemnification for liabilities arising under the 1933 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 Commission such indemnification is against public policy as
expressed in the 1933 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 1933 Act
and will be governed by the final adjudication of such issue.
5
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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 the city of Atlanta, State of Georgia, on May 13, 1999.
COMPUCREDIT CORPORATION
(Registrant)
By: /s/ David G. Hanna
------------------------------
Name: David G. Hanna
Title: President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Hanna or Brett M. Samsky, or
either of them, his or her true and lawful attorney-in-fact and agent, with full
powers of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all 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 to perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully and to all intents and
purposes as she might or would do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent, or her 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, as amended, has been signed by the following persons in
the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ David G. Hanna President and Chairman of the Board May 13, 1999
- -----------------------------
David G. Hanna
/s/ Brett M. Samsky Chief Financial Officer May 13, 1999
- ----------------------------- (PRINCIPAL FINANCIAL OFFICER)
Brett M. Samsky
</TABLE>
6
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<TABLE>
<S> <C> <C>
/s/ Ashley L. Johnson Controller May 13, 1999
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Ashley L. Johnson (PRINCIPAL ACCOUNTING OFFICER)
/s/ Richard W. Gilbert Director May 13, 1999
- -----------------------------
Richard W. Gilbert
Director
- -----------------------------
Frank J. Hanna, III
/s/ Richard E. Huddleston Director May 13, 1999
- -----------------------------
Richard E. Huddleston
Director
- -----------------------------
Gail Coutcher Hughes
/s/ James P. Kelly, III Director May 13, 1999
- -----------------------------
James P. Kelly, III
/s/ Mack F. Mattingly Director May 13, 1999
- -----------------------------
Mack F. Mattingly
</TABLE>
7
<PAGE>
EXHIBIT INDEX
Exhibit
Number
------
4.1 Amended and Restated Articles of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1
(File No. 333-62327), filed with the Commission on
August 27, 1998)
4.2 Amended and Restated Bylaws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (File No. 333-62327), filed with the
Commission on August 27, 1998)
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (contained in opinion filed in
Exhibit 5).
23.2 Consent of Ernst & Young LLP.
24 Powers of Attorney (included in the signature page to the
Registration Statement).
<PAGE>
EXHIBIT 5
Troutman Sanders Opinion
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY PARTNERSHIP
NATIONSBANK PLAZA
600 PEACHTREE STREET, N.E. - SUITE 5200
ATLANTA, GEORGIA 30308-2216
www.troutmansanders.com
TELEPHONE: 404-885-3000
FACSIMILE: 404-885-3900
May 13, 1999
CompuCredit Corporation
Two Ravinia Drive
Suite 1750
Atlanta, Georgia 30346
Re: Registration Statement on Form S-8
Gentlemen:
We have served as counsel to CompuCredit Corporation, a Georgia
corporation (the "Company") in connection with the filing by the Company with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, of a Registration Statement on Form S-8 (the "Registration Statement")
with respect to the registration of 1,200,000 shares of the Company's Common
Stock, no par value (the "Shares"), reserved for issuance in connection with the
Amended and Restated 1998 Stock Option Plan (the "Plan").
As counsel for the Company, we have examined certain books and records
of the Company and have made such other investigations as we have deemed
necessary, and we are generally familiar with the affairs of the Company. In
such examinations we have assumed the genuineness of all signatures on all
original documents, the authenticity of all documents submitted to us as
originals, the conformity to the original documents of all copies submitted to
us, the authenticity of the originals of documents submitted to us as copies,
and the due execution and delivery of all documents where due execution and
delivery are prerequisite to the effectiveness thereof.
As to questions of fact material to this opinion, we have relied solely
upon certificates and statements of officers of the Company and certain public
officials. We have assumed and relied upon the accuracy and completeness of such
representations and warranties, certificates, and statements, the factual
matters set forth therein, and the genuineness of all signatures thereon, and
nothing has come to our attention leading us to question the accuracy of the
matters set forth therein. We have made no independent investigation with regard
thereto and, accordingly, we do not express any view or belief as to matters
that might have been disclosed by independent verification.
<PAGE>
Based upon and subject to the foregoing, we are of the opinion that the
Shares reserved for issuance in accordance with the Plan have been duly
authorized and will, when and to the extent issued on or after the date hereof
in connection with the exercise of options granted in accordance with the Plan,
be validly issued, fully paid and non-assessable.
We are admitted to practice law in the State of Georgia only and do not
hold ourselves out as being experts on the law of any other jurisdiction. In
expressing the opinions set forth above, we are not passing on the laws of any
jurisdiction other than the laws of the State of Georgia.
This opinion is limited to the matters expressly opined on herein, and
no opinion may be implied or inferred beyond those expressly stated. This
opinion is rendered as of the date hereof, and we make no undertaking and
expressly disclaim any duty to supplement or update such opinion, if, after the
date hereof, facts or circumstances come to our attention or changes in the law
occur which could affect such opinion. This opinion is being furnished to you
solely for your benefit in connection with the transactions contemplated by the
Plan and, except as expressly set forth below, is not to be used, circulated,
quoted or otherwise referred to for any other purpose without our prior express
written consent and may not be relied upon by any other person without our
express written consent.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Troutman Sanders LLP
<PAGE>
EXHIBIT 23.2
Consent of Independent Accountants
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the CompuCredit Corporation Amended and Restated 1998
Stock Option Plan of our report dated February 19, 1999, with respect to the
consolidated financial statements of CompuCredit Corporation included in its
Registration Statement (Form S-1 No. 333-69879), filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
Atlanta, Georgia
May 11, 1999
