<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 16, 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)
<TABLE>
<S> <C>
GEORGIA 58-2336689
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
ONE RAVINIA DRIVE, SUITE 500 30346
ATLANTA, GEORGIA (Zip Code)
(Address of principal executive offices)
</TABLE>
COMPUCREDIT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
DAVID G. HANNA
PRESIDENT
ONE RAVINIA DRIVE, SUITE 500
ATLANTA, GEORGIA 30346
(770) 206-6200
(Name, address and telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ---------------------------------------- --------------- ------------------- ---------------------- ----------------
<S> <C> <C> <C> <C>
Proposed maximum Proposed
Title of securities Amount to be offering price maximum aggregate Amount of
to be registered (1) registered (2) per share (3) offering price (3) registration
fee
- ---------------------------------------- --------------- ------------------- ---------------------- ----------------
Common Stock, no par value 150,000
shares $31.82 $4,773,000 $1,260
- ---------------------------------------- --------------- ------------------- ---------------------- ----------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate amount of interests to be offered pursuant to
the employee benefit plan described herein.
(2) Pursuant to Rule 416(a) under the Securities 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.
(3) Pursuant to Rule 457(h)(1) under the Securities Act, the offering price
is estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices of the
Registrant's Common Stock on December 9, 1999 as reported by the Nasdaq
National Market.
================================================================================
<PAGE>
PART I -- INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.+
Item 2. REGISTRANT INFORMATION AND EMPLOYEE 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.
The following documents filed with the Securities and Exchange
Commission (the "SEC") shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing of such
document.
(a) The Registrant's prospectus dated April 22, 1999, filed pursuant
to Rule 424(b) of the Securities Act on April 23, 1999 (Reg. No. 333-69879);
(b) The Registrant's quarterly reports on Form 10-Q for the fiscal
quarters ended June 30, 1999, March 31, 1999 and September 30, 1999; and
(c) 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
Securities Exchange Act of 1934, as amended (the "1934 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 with the SEC 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.
2
<PAGE>
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
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
3
<PAGE>
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.
The foregoing summaries are necessarily subject to the complete text of
the statutes, Amended and Restated Articles of Incorporation, Amended and
Restated Bylaws and agreements referred to above and are qualified in their
entirety by reference thereto.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
EXHIBITS:
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 SEC 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 SEC
on August 27, 1998)
4.3 CompuCredit Corporation Employee Stock Purchase Plan.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on the signature pages of this
Registration Statement).
Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement 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.
4
<PAGE>
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of each of the Securities Exchange Act of 1934) 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.
(e) That, insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 Act and will
be governed by the final adjudication of such issue.
5
<PAGE>
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 it 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 December 14, 1999.
COMPUCREDIT CORPORATION
By: /s/ David G. Hanna
-----------------------------
David G. Hanna
President
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David G. Hanna and Brett M. Samsky, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
powers 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
(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
attorneys-in-fact and agents, and each of them, 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 and to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, 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, as amended,
this Registration Statement, as amended, has been signed below 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 December 9 , 1999
- ------------------------------------
David G. Hanna (Principal Executive Officer)
/s/ Brett M. Samsky Chief Financial Officer December 9 , 1999
- ------------------------------------
Brett M. Samsky (Principal Financial Officer)
/s/ Ashley L. Johnson Treasurer and Controller December 9 , 1999
- ------------------------------------
Ashley L. Johnson (Principal Accounting Officer)
/s/ Richard W. Gilbert Director December 9 , 1999
- ------------------------------------
Richard W. Gilbert
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Frank J. Hanna, III Director December 9 , 1999
- ------------------------------------
Frank J. Hanna, III
/s/ Richard E. Huddleston Director December 9, 1999
- ---------------------------
Richard E. Huddleston
/s/ Gail Coutcher Hughes Director December 4, 1999
- ---------------------------
Gail Coutcher Hughes
/s/ James P. Kelly, III Director December 9, 1999
- ------------------------------------
James P. Kelly, III
/s/ Mack F. Mattingly Director December 9 , 1999
- ------------------------------------
Mack F. Mattingly
/s/ Thomas G. Rosencrants Director December 9 , 1999
- ---------------------------
Thomas G. Rosencrants
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on their behalf by the
undersigned, thereunto duly authorized, in the City of Atlanta, State of
Georgia, on December 9 , 1999.
COMPUCREDIT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
By:/s/ Brett M. Samsky
----------------------
7
<PAGE>
EXHIBIT INDEX
Exhibits
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 SEC 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 SEC
on August 27, 1998)
4.3 CompuCredit Corporation Employee Stock Purchase Plan.
23.1 Consent of Ernst & Young LLP.
24.1 Power of Attorney (included on the signature pages of this
Registration Statement).
<PAGE>
EXHIBIT 4.3
COMPUCREDIT CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
ARTICLE I
PURPOSE AND APPROVAL
1.1 PURPOSE OF THE PLAN. The purpose of the CompuCredit Corporation
Employee Stock Purchase Plan is to provide a method whereby Employees of the
Company may acquire a proprietary interest in the Company through the purchase
of Shares of common stock of CompuCredit Corporation The Plan is intended to
qualify as an "Employee Stock Purchase Plan" as defined in Section 423 of the
Code. The provisions of the Plan shall be construed so as to extend and limit
participation in a manner consistent with the requirements of the Code.
1.2 APPROVAL OF THE PLAN. The Plan was adopted by the Board on December 9,
1999, subject to approval by the Company's shareholders, as required by the
Code.
ARTICLE II
DEFINITIONS
2.1 "ACCOUNT" means the account maintained by the Company for a Participant
pursuant to Section 3.3.
2.2 "ACT" means the Securities Exchange Act of 1934, as amended.
2.3 "BOARD" means the Board of Directors of CompuCredit Corporation
2.4 "CODE" means the Internal Revenue Code of 1986, as amended.
2.5 "COMMITTEE" means the Compensation Committee of the Board, or such
other Committee as the Board may designate to administer the Plan pursuant to
Article VI.
2.6 "COMPANY" means CompuCredit Corporation and its Subsidiaries.
2.7 "COMPENSATION" means all base straight time gross earnings,
commissions, overtime and other compensation, but shall not include income
recognized pursuant to stock options or Shares purchased hereunder or to imputed
fringe benefit income.
2.8 "ELIGIBLE EMPLOYEE" means an Employee described in Section 3.2.
2.9 "EMPLOYEE" means any person who is an employee of the Company for tax
purposes, subject to the exclusion of such persons or classes of persons as the
Committee may determine to be consistent with Code Section 423 and other
applicable law.
2
<PAGE>
2.10 "EXERCISE PRICE" means the purchase price for Shares purchased pursuant
to the exercise of an Option identified in Section 4.1.
2.11 "FAIR MARKET VALUE" means,
(a) If the Shares are listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such Shares, as quoted on such exchange or
system on the date of such determination (or, if no sales occur on such date, on
the most recent date sales were made), as reported in "The Wall Street Journal"
or such other source as the Committee deems reliable, or;
(b) If the Shares are regularly quoted by a recognized securities
dealer but selling prices are not reported, Fair Market Value shall be the mean
of the closing bid and asked prices for Shares on the date of such
determination, as reported in "The Wall Street Journal" or such other source as
the Committee deems reliable, or;
(c) In the absence of an established market for the Shares, the Fair
Market Value thereof shall be determined in good faith by the Committee.
2.12 "HOLDING PERIOD" means that period beginning on an Offering Termination
Date on which Shares purchased by Participants and ending twelve (12) calendar
months later.
2.13 "OFFERING" means an offering to Participants of Options to purchase
Shares under Section 4.1.
2.14 "OFFERING COMMENCEMENT DATE" means the first business day of the
calendar month applicable to the Offering.
2.15 "OFFERING TERMINATION DATE" means the last business day of the
calendar month applicable to the Offering.
2.16 "OPTION" means an option to purchase Shares granted pursuant to
the Plan.
2.17 "PARTICIPANT" means an Eligible Employee who has elected to
participate in the Plan pursuant to Section 3.3, and who has not become an
ineligible Employee or withdrawn from participation in the Plan pursuant to
Article III.
2.18 "PLAN" means the CompuCredit Corporation Employee Stock Purchase Plan.
2.19 "PLAN ADMINISTRATOR" means First Union National Bank or such other
entity or individual as the Committee may designate to administer the Plan
pursuant to Article VI.
2.20 "SHARE" means one share of common stock no par value of CompuCredit
Corporation
3
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2.21 "SUBSIDIARY" means a corporation (or other form of entity which the
Committee has determined shall be treated as a corporation for purposes of Code
Section 423), domestic or foreign, of which not less than fifty percent (50%) of
the voting shares are held by the Company or a Subsidiary, whether or not such
corporation now exists or is hereafter organized or acquired by the Company or
Subsidiary.
2.22 "TRANSFER AGENT" means the officially designated transfer agent of the
Company.
ARTICLE III
ELIGIBILITY AND PARTICIPATION
3.1 GRANTING OF OPTIONS TO EMPLOYEES
A. GRANTING OF OPTIONS TO COMPANY EMPLOYEES ONLY. To the extent
permitted by the Plan, Options to purchase Shares hereunder shall only
be granted to Employees of the Company.
B. EMPLOYEE RIGHTS AND PRIVILEGES. All Employees granted Options
under the Plan shall have the same rights and privileges, except that
the Committee may from time to time provide for differences in the
rights and privileges of Employees granted Options hereunder, so long
as such differences do not jeopardize the qualification of the Plan
under Code Section 423 or violate other applicable law.
3.2 ELIGIBILITY OF EMPLOYEES. Employees who qualify as Eligible Employees
pursuant to this Section shall be eligible to elect to participate in the Plan
in accordance with Section 3.3.
A. ELIGIBLE EMPLOYEE DEFINED. Except as otherwise required by
Code Section 423 or other applicable law, including, without
limitation, securities laws of a foreign jurisdiction applicable to
such Employee, an Employee shall be considered an Eligible Employee for
purposes of participation in the Plan as of the first Offering
Commencement Date after Employee completes one year of continuous
service with the Company, during which such Employee must have
completed at least 1,000 hours of service. In addition, each Employee
employed by the Company on the Effective Date (as defined in Section
7.8) will be considered an Eligible Employee. For purposes of the Plan,
the employment relationship shall be treated as continuing intact while
the individual is on sick leave or other leave of absence approved by
the Company. Where the period of leave exceeds ninety (90) days and the
individual's right to reemployment is not guaranteed either by statute
or by contract, the employment relationship shall be deemed to have
terminated on the ninety-first (91st) day of such leave.
B. REHIRED EMPLOYEES. If an Eligible Employee who has ceased to
be an Employee becomes an Employee again on a date thereafter, such
Employee automatically
4
<PAGE>
shall become an Eligible Employee effective as of the Offering
Commencement Date following such date.
C. EMPLOYEES DEEMED INELIGIBLE FOR PARTICIPATION
(i) 5% OWNERS. No Option shall be granted hereunder to any
Employee who, immediately after the Option is granted, would own,
within the meaning of Code Section 424(d), Shares possessing 5% or more
of the total combined voting power or value of all classes of stock of
the Company. For purposes of this Section, Shares that an Employee
would be entitled to purchase on the Offering Termination Date
applicable to an Option that has been granted pursuant to Section 4.1
shall be treated as owned by the Employee.
(ii) EMPLOYEES WITH EXERCISE RIGHTS IN EXCESS OF $25,000 PER
YEAR. No Option shall be granted hereunder to any Employee if, within
the calendar year in which such Option first becomes exercisable, such
Option (together with any other options that first become exercisable
in such year that have been granted to the Employee under the Plan or
any other qualified employee stock purchase plan maintained by the
Company) would provide the Employee with the right in such year to
purchase Shares having a Fair Market Value (determined on the Offering
Commencement Date applicable to each such Option) in excess of $25,000.
(iii) EXECUTIVE OFFICERS. No Option shall be granted hereunder
to any Employee who is an executive officer of the Company.
(iv) OTHER EMPLOYEES. The Committee may from time to time deem
ineligible for participation hereunder any class or group of Employees,
so long as the exclusion of such class or group from participation does
not jeopardize the qualification of the Plan under Code Section 423 or
violate other applicable law.
3.3 ELECTION TO PARTICIPATE
A. PAYROLL DEDUCTION AUTHORIZATION FORM. An Eligible Employee may
elect to participate in the Plan by filing a properly completed
authorization form, or such other authorization as the Plan
Administrator shall require, with the party designated by the Plan
Administrator no later than ten (10) business days before the Offering
Commencement Date. Such form shall authorize automatic payroll
deductions from a Participant's Compensation for each pay period
commencing on the Offering Commencement Date next succeeding receipt of
the timely filed authorization form by the designated party (or such
other date as may be designated by the Plan Administrator), and
continuing until (i) the Participant changes the amount of such payroll
deductions pursuant to Section 3.3(C), (ii) the Participant becomes an
ineligible Employee or withdraws from participation in the Plan
pursuant to Article III, (iii) the Plan is suspended or terminated
pursuant to Section 7.11, or (iv) the Committee otherwise determines.
5
<PAGE>
B. PAYROLL DEDUCTIONS; CALENDAR YEAR LIMIT. The payroll
deductions authorized by the Participant shall be in whole percentages
for each pay period, in effect on the date the payroll deductions to
which the authorization form relates are made. Purchases under the Plan
in each calendar year will be limited to $10,000 of the Fair Market
Value of Shares (determined as of the Offering Commencement Date) or
such other limit as may be determined by the Committee.
C. CHANGES IN PAYROLL DEDUCTIONS. Subject to Section 3.3(B), a
Participant may increase or decrease the amount of payroll deductions
previously authorized by filing a properly completed change form, or
such other authorization as the Plan Administrator shall require, with
the party and by the date designated by the Plan Administrator. Such
change shall be made in whole percentages of Compensation, and shall be
effective beginning on the Offering Commencement Date next succeeding
the receipt of the timely filed change form by the designated party (or
such other date as may be designated by the Plan Administrator).
D. PARTICIPANT'S ACCOUNT. The Company shall cause to be
maintained payroll deduction Accounts for all Participants. Payroll
deductions made from a Participant's Compensation shall be credited to
the Participant's Account, and shall be applied for the purchase of
Shares pursuant to Article IV. No interest shall be paid or allowed on
any payroll deductions credited to a Participant's Account.
3.4 WITHDRAWAL FROM PARTICIPATION
A. IN GENERAL. A Participant may withdraw from participation in
the Plan at any time up to ten (10) business days prior to the Offering
Termination Date by filing a properly completed withdrawal form, or
such other authorization as the Plan Administrator shall require, with
the party and by the date designated by the Plan Administrator. As soon
as practicable after receipt of the timely filed withdrawal form by the
designated party, (i) all payroll deductions then credited to the
Participant's Account which have not already been applied for the
purchase of Shares hereunder shall be paid to the Participant, and (ii)
no further payroll deductions shall be made from the Participant's
Compensation and no Options shall be granted to the Participant during
any Offering commencing thereafter, unless the Participant elects again
to participate in the Plan pursuant to Section 3.3. However, a
Participant who withdraws from participation in the Plan may not elect
again to participate until the first Offering Commencement Date
occurring at least one full calendar quarter following such withdrawal.
Partial withdrawals from participation shall not be permitted.
B. TERMINATION OF EMPLOYMENT.
(i) If a Participant ceases to be an Employee for any reason
other than death or retirement, on or before the last working day
preceding the 10th day prior to any Offering Termination Date, the
Participant shall be deemed to have filed a withdrawal form in
accordance with Section 3.4(A) on the date such Participant ceases to
be an
6
<PAGE>
Employee. If the Participant ceases to be an Employee after such last
working day, the Participant shall be deemed to have (x) exercised any
outstanding Options in accordance with Article IV, and (y) immediately
thereafter filed a withdrawal form in accordance with Section 3.4(A).
The deemed filing of a withdrawal form pursuant to this Section shall
have the same consequences as would the actual filing of a withdrawal
form pursuant to Section 3.4(A). Shares in the Account of a Participant
who experiences a termination of employment under the circumstances
described in this Section 3.4(B) (i) will continue to be subject to the
twelve (12)-month restriction period as discussed in Section 4.2(B)
(iv).
(ii) In the event of the retirement or death of a Participant,
prior to an Offering Termination Date, the Participant or his personal
representative shall receive the Shares to which the Participant would
have been entitled to receive as a result of such Participant's payroll
deductions, for the current Offering up to the time of retirement or
death. Shares in the Account of a Participant who experiences a
termination of employment described in this Section 3.4(B) (ii) will
not be subject to the twelve-month restriction period described in
Section 4.2(B) (iv).
ARTICLE IV
GRANTING AND EXERCISE OF OPTIONS
4.1 GRANTING OF OPTIONS
A. MONTHLY OFFERINGS. The Plan shall be implemented by Offerings
to Participants of Options to purchase Shares. Offerings shall be made
each calendar month. Each Offering shall commence on the Offering
Commencement Date and shall terminate on the Offering Termination Date.
The first Offering Commencement Date shall be the Effective Date of the
Plan as provided in Section 7.8. Offerings shall continue to be made
under the Plan until the later of (i) the date the maximum number of
Shares identified in Article V has been purchased pursuant to Options
granted hereunder, or (ii) the Plan is terminated or suspended pursuant
to Section 7.11. The Committee shall have the power to change the
duration of Offerings (including the commencement dates thereof) with
respect to future Offerings, without shareholder approval, if such
change is announced at least two (2) days prior to the scheduled
beginning of the first Offering to be affected thereafter.
B. GRANTING OF OPTIONS. On the Offering Commencement Date for
each Offering period, a Participant automatically shall be granted a
separate Option to purchase for the applicable Exercise Price a maximum
number of Shares equal to the accumulated payroll deductions credited
to the Participant's Account as of the Offering Termination Date for
such period, divided by 85% of the Fair Market Value of the Shares on
the Offering Termination Date.
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C. EXERCISE PRICE. The Exercise Price for Options granted
hereunder shall be set by the Committee, provided, however, that the
Exercise price shall not be less than 85% of the Fair Market Value of
the Shares on the Offering Termination Date. Unless otherwise provided
by the Committee prior to the commencement of an Offering, the Exercise
Price for that Offering shall be 85% of the Fair Market Value of the
Shares on the Offering Termination Date.
4.2 EXERCISE OF OPTIONS
A. AUTOMATIC EXERCISE. Except as otherwise provided in the Plan
or determined by the Committee, an Option granted to a Participant
hereunder shall be deemed to have been exercised automatically on the
Offering Termination Date applicable to such Option. Such exercise
shall be for the purchase, on or as soon as practicable after the
Offering Termination Date, of the number of full and/or fractional
Shares that the accumulated payroll deductions credited to the
Participant's Account as of the Offering Termination Date will purchase
at the applicable Exercise Price (but not in excess of the number of
Shares for which an Option has been granted to the Participant pursuant
to Section 4.1). The Participant's Account shall be charged for the
amount of the purchase, and the Participant's ownership of the Shares
purchased shall be appropriately evidenced on the books of the Company.
B. RESTRICTIONS ON EXERCISE OF OPTIONS
(i) EXERCISE OF OPTIONS. As required by Code Section 423, any
Option granted hereunder shall in no event be exercisable after the
expiration of twenty-seven (27) months following the Offering
Commencement Date applicable thereto.
(ii) EXERCISE BY THE PARTICIPANT ONLY. During the
Participant's lifetime, any Option granted to the Participant shall be
exercisable only by such Participant.
(iii) OTHER RESTRICTIONS. Under no circumstances shall any
Option be exercised, nor shall any Shares be issued hereunder, until
such time as the Company shall have complied with all applicable
requirements of (a) the Act, (b) all applicable listing requirements of
any securities exchange on which the Shares are listed, and (c) all
other applicable requirements of law or regulation.
(iv) HOLDING PERIOD. Shares purchased pursuant to this Plan
may not be sold, assigned, transferred, pledged, exchanged, encumbered
or otherwise disposed of in any way (other than by will or the laws of
descent or distribution) during the applicable Holding Period, except
in the event of Death or Disability as discussed in Section 3.4(B);
PROVIDED, HOWEVER, that the Committee, in its discretion, may shorten
the Holding Period or otherwise provide for the lapse of any
restrictions outstanding on any Shares. All certificates issued to
Participants following each Offering Termination Date shall bear a
legend in substantially the following form:
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The shares represented by this certificate may not be
sold, assigned, transferred, pledged, exchanged, encumbered or
otherwise disposed of in any way (other than by will or the
laws of descent and distribution) for a period commencing on
[insert applicable Purchase Date] and ending one (1) year
thereafter (the "Holding Period"); provided, however, that the
committee administering the CompuCredit Corporation Employee
Stock Purchase Plan, in its discretion, may shorten the
Holding Period or otherwise provide for the lapse of any
restrictions outstanding on any such shares.
C. ISSUANCE OF CERTIFICATES. Certificates with respect to Shares
purchased hereunder shall be issued to the Participant upon request by
the Participant to the Transfer Agent. The Transfer Agent shall issue
and deliver such certificates as soon as practicable after receipt of
such a request. The Participant shall pay any fees charged by the
Transfer Agent for its services. The Company shall not be required to
issue any certificates for fractional Shares. If a Participant requests
certificates for Shares for the purpose of disposing of all of the
Participant's Shares, the Company shall pay to the Participant cash in
lieu of any fractional Shares, based on the Fair Market Value of such
fractional Shares as of the date of the issuance of such certificates.
D. REGISTRATION OF CERTIFICATES. Certificates shall be registered
only in the name of the Participant or the Participant and his or her
spouse.
E. RIGHTS AS A SHAREHOLDER. The Participant shall have no rights
or privileges of a shareholder of the Company with respect to Options
granted or Shares purchased hereunder, unless and until such Shares
shall have been appropriately evidenced on the books of the Company.
ARTICLE V
STOCK
5.1 MAXIMUM SHARES. The maximum aggregate number of Shares which may be
purchased under the Plan shall be 150,000, subject to adjustment upon certain
corporate changes as provided in Section 5.2. If the total number of Shares for
which Options are exercised on any Offering Termination Date exceeds such
maximum number, the Committee shall make a pro rata allocation of the Shares
available for purchase in as nearly a uniform manner as shall be practicable and
as it shall determine to be equitable, and the balance of payroll deductions
credited to the Account of each Participant shall, to the extent not applied for
the purchase of Shares, be refunded to the Participants as soon as practicable
thereafter.
5.2 ADJUSTMENT UPON CORPORATE CHANGES. In the event of any stock dividend,
stock split, recapitalization (including, without limitation, the payment of an
extraordinary dividend), merger, consolidation, combination, spin-off,
distribution of assets to shareholders
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(other than ordinary cash dividends), exchange of Shares, or other similar
corporate change with respect to the Company, the Committee (i) shall determine
the kind of Shares that may be purchased under the Plan after such event, and
(ii) may, in its discretion, adjust the aggregate number of Shares available for
purchase under the Plan or subject to outstanding Options and the respective
Exercise Prices applicable to outstanding Options. Any adjustment made by the
Committee pursuant to the preceding sentence shall be conclusive and binding on
the Company and all Employees.
ARTICLE VI
ADMINISTRATION
6.1 APPOINTMENT OF COMMITTEE. Except as otherwise delegated by the
Committee pursuant to this Article VI, (i) the Plan shall be administered by the
Committee, (ii) the Committee shall have full authority to administer and
interpret the Plan in any manner it deems appropriate in its sole discretion,
and (iii) the determinations of the Committee shall be binding on and conclusive
as to all parties.
6.2 DELEGATION OF CERTAIN AUTHORITY TO PLAN ADMINISTRATOR. Except as
otherwise provided in the Plan, required by applicable law, or determined by the
Committee, the Plan Administrator shall be responsible for the performance of
such administrative duties under the Plan not otherwise reserved to the
Committee.
6.3 COMPLIANCE WITH APPLICABLE LAW. The Plan shall not be interpreted or
administered in any way that would cause the Plan to be in violation of Code
Section 423 or other applicable law.
6.4 EXPENSES. The Company shall pay all expenses related to the
administration of the Plan, except charges imposed by the Transfer Agent for
issuing certificates for Shares, sales charges and commissions applicable to
Shares, charges for back records and research performed at the request of the
Participant, and such other expenses as may be designated by the Committee. The
Participant shall pay all expenses related to administration of the Plan that
are not paid for by the Company.
ARTICLE VII
MISCELLANEOUS
7.1 NO EMPLOYMENT RIGHTS. The Plan shall not, directly or indirectly,
create in any Employee or class of Employees any right with respect to
continuation of employment with the Company. The Plan shall not interfere in any
way with the Company's right to terminate, or otherwise modify, an Employee's
employment at any time.
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7.2 RIGHTS NOT TRANSFERABLE. Any rights of the Participant under the Plan
shall not be transferred other than (i) by will, (ii) by the laws of descent or
distribution, or (iii) pursuant to a qualified domestic relations order, as
defined in the Code.
7.3 WITHHOLDING. The Committee shall have the right to make such provisions
as it deems appropriate to satisfy any obligation of the Company to withhold
federal, state or local income or other taxes incurred by reason of the
operation of the Plan.
7.4 DELIVERY OF SHARES TO ESTATE UPON DEATH. In the event of the death of a
Participant, any Shares purchased by the Participant hereunder, other than
Shares as to which the Participant previously received certificates, shall be
issued and delivered to the estate of the Participant as soon as practical
thereafter.
7.5 EFFECT OF PLAN. The provisions of the Plan shall be binding upon, and
inure to the benefit of, all successors of each Participant, including without
limitation the Participant's estate and the executors, administrators or
trustees thereof, heirs and legatees, and any receiver, trustee in bankruptcy or
representative of creditors of such Participant.
7.6 USE OF FUNDS. All funds received or held by the Company pursuant to the
Plan may be used by the Company for any corporate purpose, and the Company shall
not be obligated to segregate such funds from its general assets.
7.7 PLAN SHARE PURCHASES. Shares subject to purchase by Participants under
the Plan shall, in the discretion of the Committee, be made available from
treasury Shares, authorized but unissued Shares, reacquired Shares, and/or
Shares purchased on the open market.
7.8 EFFECTIVE DATE. The Plan shall be effective on the first business day
of the calendar quarter occurring on or after the later of (i) January 1, 2000,
(ii) the effective date of the Form S-8 Registration Statement covering Shares
authorized for purchase under the Plan, or (iii) such other date as may be
designated by the Committee. The Plan shall remain in effect for a term of ten
(10) years thereafter, unless sooner terminated pursuant to Section 7.10.
7.9 AMENDMENTS TO THE PLAN. The Committee may from time to time make
amendments to the Plan that it deems advisable and consistent with the purposes
of the Plan and applicable law. Notwithstanding the foregoing, no amendment that
would (i) effect an increase in the number of Shares which may be purchased
under the Plan, which increase is of a type that would require shareholder
approval under Code Section 423, or (ii) effect a change in the designation of
the corporations whose Employees may be offered Options under the Plan, which
change is of a type that would require shareholder approval under Code Section
423, shall become effective unless the shareholder approval required by Code
Section 423 is obtained.
7.10 TERMINATION OR SUSPENSION OF THE PLAN. The Committee shall have the
power at any time to terminate or suspend the Plan and all rights of Employees
under the Plan.
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7.11 GOVERNING LAW. The laws of the State of Georgia shall govern all
matters relating to the Plan, except to the extent such laws are superseded by
the laws of the United States.
7.12 MERGER CLAUSE. The terms of the Plan are wholly set forth in this
document, including certain standards of certain other plans which are to be
applied to an Employee for purposes of the Plan to the extent provided herein,
regardless of whether such Employee is covered under such plans. This Section
shall in no way limit the authority of the Committee and the Plan Administrator
to administer the Plan as provided herein.
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EXHIBIT 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the CompuCredit Corporation Employee Stock Purchase 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
December 14, 1999
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