<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 15, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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COMPUCREDIT CORPORATION
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
GEORGIA 6141 58-2336689
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification Number)
organization)
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ONE RAVINIA DRIVE, SUITE 500
ATLANTA, GEORGIA 30346
(770) 206-6200
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
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BRETT M. SAMSKY
CHIEF FINANCIAL OFFICER
COMPUCREDIT CORPORATION
ONE RAVINIA DRIVE, SUITE 500
ATLANTA, GEORGIA 30346
(770) 206-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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WITH COPIES TO:
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<S> <C>
Daniel T. Falstad, Esq. David S. Katz, Esq.
Robert K. Harris, Esq. Orrick, Herrington & Sutcliffe LLP
Troutman Sanders LLP 3050 K Street, N.W.
Bank of America Plaza, Suite 5200 Washington, D.C. 20007
600 Peachtree Street, N.E. Telephone: (202) 339-8497
Atlanta, Georgia 30308-2216 Facsimile: (202) 339-8500
Telephone: (404) 885-3000
Facsimile: (404) 962-6554
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /X/ (File No. 333-94855)
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. / /
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED(1) PER UNIT(2) OFFERING PRICE(2) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value per share...... 690,000 $33.22 $22,921,800 $6,051.36
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(1) Includes 90,000 shares which the Underwriters have the option to purchase to
cover over-allotments of shares. See "Underwriting."
(2) Estimated solely for the purpose of calculating the amount of the
Registration Fee in accordance with Rule 457(c) under the Securities Act of
1933 and based upon the average high and low sales prices on February 15,
2000 as reported on the Nasdaq National Market.
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<PAGE>
INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON
FORM S-1 (FILE NO. 333-94855)
CompuCredit Corporation (the "Company") hereby incorporates by reference
into this Registration Statement on Form S-1 in its entirety the Registration
Statement on Form S-1 (File No. 333-94855) declared effective February 15, 2000
by the Securities and Exchange Commission (the "Commission"), including each of
the documents filed by the Company with the Commission as exhibits thereto.
CERTIFICATION
The Company hereby certifies to the Commission that (i) it has instructed
its bank to pay the Commission the filing fee set forth on the cover page of
this Registration Statement by a wire transfer of such amount to the
Commission's account as soon as practicable (but no later than the close of
business on February 16, 2000), (ii) it will not revoke such instructions,
(iii) it has sufficient funds in the relevant account to cover the amount of
such filing fee, and (iv) it will confirm receipt of such instructions by the
bank during regular business hours on February 16, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on February 15, 2000.
COMPUCREDIT CORPORATION
By: /s/ DAVID G. HANNA
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David G. Hanna
President
POWER OF ATTORNEY
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, has been signed below by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ DAVID G. HANNA President and Chairman of
------------------------------------ the Board (Principal February 15, 2000
David G. Hanna Executive Officer)
/s/ BRETT M. SAMSKY Chief Financial Officer
------------------------------------ (Principal Financial February 15, 2000
Brett M. Samsky Officer)
/s/ ASHLEY L. JOHNSON Treasurer and Controller
------------------------------------ (Principal Accounting February 15, 2000
Ashley L. Johnson Officer)
/s/ RICHARD W. GILBERT
------------------------------------ Director February 15, 2000
Richard W. Gilbert
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<PAGE>
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<CAPTION>
SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ FRANK J. HANNA, III
------------------------------------ Director February 15, 2000
Frank J. Hanna, III
/s/ RICHARD E. HUDDLESTON
------------------------------------ Director February 15, 2000
Richard E. Huddleston
------------------------------------ Director
Gail Coutcher Hughes
/s/ JAMES P. KELLY, III
------------------------------------ Director February 15, 2000
James P. Kelly, III
------------------------------------ Director
Mack F. Mattingly
------------------------------------ Director
Thomas G. Rosencrants
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<PAGE>
EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
5.1 Legal opinion of Troutman Sanders LLP regarding legality of
securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Troutman Sanders LLP (included in Exhibit 5.1).
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<PAGE>
EXHIBIT 5.1
TROUTMAN SANDERS LLP
BANK OF AMERICA PLAZA, SUITE 5200
600 PEACHTREE STREET, N.E.
ATLANTA, GEORGIA 30308-2216
February 15, 2000
CompuCredit Corporation
One Ravinia Drive
Suite 500
Atlanta, Georgia 30346
Gentlemen:
We have acted as counsel to CompuCredit Corporation, a Georgia corporation
(the "Company"), in connection with the filing by the Company of a Registration
Statement on Form S-1 (the "Rule 462(b) Registration Statement"), with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) of
Regulation C promulgated under the Securities Act of 1933, as amended, and the
offering and sale by the Company of up to 690,000 shares of the Company's Common
Stock, no par value (the "Common Stock"). The shares of Common Stock are to be
sold together with the shares registered pursuant to Registration Statement
No. 333-94855, which was declared effective earlier today (the "Initial
Registration Statement"). (Such Initial Registration Statement, as amended,
together with the Rule 462(b) Registration Statement, is herein referred to as
the "Registration Statement.")
This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").
This opinion is limited by, and is in accordance with, the January 1, 1992
edition of the Interpretive Standards applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion Committee of the
Corporate and Banking Law Section of the State Bar of Georgia, which
Interpretive Standards are incorporated in this opinion by this reference.
In the capacity described above, we have examined originals (or copies
certified or otherwise identified to our satisfaction) of the Registration
Statement, which has been filed by the Company with the Securities and Exchange
Commission relating to the registration of the Shares pursuant to the Act, the
form of Common Stock certificate, the Amended and Restated Articles of
Incorporation and Amended and Restated Bylaws of the Company as in effect on the
date hereof, the Underwriting Agreement filed as Exhibit 1.1 to the Initial
Registration Statement in the form executed and delivered by the parties thereto
(the "Underwriting Agreement"), and such corporate and other documents, records
and papers, certificates of public officials and certificates of officers of the
Company as we have deemed necessary for purposes of the opinions expressed
herein. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us and the genuineness and
conformity to original documents of documents submitted to us as certified or
photostatic copies.
On the basis of such examination, it is our opinion that, subject to
(i) the Shares being sold for value as contemplated by the terms of the
Underwriting Agreement, (ii) compliance with the pertinent provisions of the Act
and the Securities Exchange Act of 1934, as amended, and (iii) compliance with
the applicable provisions of the securities or "blue sky" laws of the various
states, the Company Shares will be, when certificates therefor have been duly
executed, countersigned, registered, issued and delivered by the proper officers
of the Company, duly and validly issued, fully paid and non-assessable shares of
the Company's Common Stock.
<PAGE>
We are members of the Bar of the State of Georgia. 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 and the Federal law of the United
States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in said Registration Statement, including the prospectus
constituting a part thereof, as originally filed or as subsequently amended.
Very truly yours,
TROUTMAN SANDERS LLP
/s/ TROUTMAN SANDERS LLP
2
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the captions "Summary
Financial Information and Operating Data," "Selected Consolidated Financial
Data," and "Experts" and to the use of our report dated January 28, 2000, in the
Registration Statement (Form S-1 No. 333-00000) and related Prospectus of
CompuCredit Corporation dated February 15, 2000.
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<S> <C>
/s/ ERNST & YOUNG LLP
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Atlanta, Georgia
February 14, 2000
