<PAGE> 1
As filed with the Securities and Exchange Commission on July 7, 2000
Registration No.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------------------
NEXTCARD, INC.
(Exact name of registrant as specified in its charter)
Delaware 68-0384-606
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
595 Market Street, Suite 1800, San Francisco, California 94105
(Address of Principal Executive Offices) (Zip Code)
1997 Stock Plan
1999 Employee Stock Purchase Plan
(Full title of the plans)
Jeremy R. Lent, Chief Executive Officer
NextCard, Inc.
595 Market Street, Suite 1800
San Francisco, California 94105
(415) 836-9700
(Name and address, including zip code, and
telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
------------------------------ ----------------- ------------------- -------------------- ------------------
Amount to be Proposed Proposed Maximum
Title of Securities Registered (1) Maximum Offering Aggregate Offering Amount of
to be Registered (2) Price Price Registration Fee
------------------------------ ----------------- ------------------- -------------------- ------------------
<S> <C> <C> <C> <C>
Common Stock
par value $.001
per share 3,050,000(3) $9.46875(4) $28,879,687(4) $7,624
------------------------------ ----------------- ------------------- -------------------- ------------------
Total 3,050,000 $28,879,687 $7,624
============================== ================= =================== ==================== ==================
</TABLE>
(1) The contents of the Registrant's Registration Statement on Form S-8
(Registration Number 333-80365), whereunder Registrant registered
13,524,147 shares attributable to Registrant's 1997 Stock Plan and 100,000
shares attributable to Registrant's Employee Stock Purchase Plan, is hereby
incorporated by reference.
(2) This Registration Statement shall also cover any additional shares of
Common Stock that become issuable under the 1997 Stock Plan and the 1999
Employee Stock Purchase Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the receipt
of consideration.
(3) Additional shares authorized for issuance under the 1997 Stock Plan by the
stockholders of NextCard, Inc. on May 26, 2000.
(4) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(c), on the basis of the last sale price of NextCard's
common stock as reported on the Nasdaq National Market on July 6, 2000.
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<PAGE> 2
STATEMENT OF
INCORPORATION BY REFERENCE
In accordance with General Instruction E to Form S-8, the contents of NextCard,
Inc.'s Registration Statement on Form S-8 (Registration Number 333-80365), as
previously filed with the Securiites and Exchange Commission on June 10, 1999,
and including all documents incorporated by reference therein, is hereby
incorporated by reference herein and made a part hereof.
Item 8. Exhibits.
<TABLE>
<CAPTION>
Exhibit
Number Description of Document
------- -----------------------
<S> <C>
4.4 Form of Stock Purchase Right Agreement.
5 Opinion of Robert Linderman, Esq., General Counsel & Secretary of
NextCard, Inc.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Robert Linderman, Esq., General Counsel & Secretary of
NextCard, Inc. (included in Exhibit 5.1).
</TABLE>
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<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act, NextCard
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 San Francisco, State of California, on July 6, 2000.
NEXTCARD, INC.
By /s/ JEREMY R. LENT
---------------------------------
Jeremy R. Lent
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ JEREMY R. LENT Chairman of the Board, Chief Executive July 6, 2000
------------------------------- Officer and Director (Principal Executive
Jeremy R. Lent Officer)
/s/ JOHN V. HASHMAN President and Chief Financial Officer July 6, 2000
-------------------------------- (Principal Financial and Accounting
John V. Hashman Officer)
JEFFREY D. BRODY* Director July 6, 2000
--------------------------------
Jeffrey D. Brody
ALAN N. COLNER* Director July 6, 2000
--------------------------------
Alan N. Colner
DANIEL R. EITINGON* Director July 6, 2000
--------------------------------
Daniel R. Eitingon
TOD H. FRANCIS* Director July 6, 2000
--------------------------------
Tod H. Francis
SAFI U. QURESHEY* Director July 6, 2000
--------------------------------
Safi U. Qureshey
BRUCE G. RIGIONE* Director July 6, 2000
--------------------------------
Bruce G. Rigione
</TABLE>
/s/ JOHN V. HASHMAN
---------------------------------------
* By John V. Hashman, Attorney in Fact
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