Registration No. 33-___________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933 PROVIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 51-0108922
(State or other jurisdiction
(I.R.S. Employer
of incorporation or organization)
Identification No.)
Providian Center
400 West Market Street
Post Office Box 32830
Louisville, Kentucky
40202
(Address of Principal Executive Offices)
(Zip Code)
Providian Corporation 1995 Stock Option Plan
(Full title of the plan)
R. Michael Slaven, Esq.,
Assistant General Counsel and Corporate
Secretary
PROVIDIAN CORPORATION
400 West Market Street
Post Office Box 32830 Louisville,
Kentucky 40202
(Name and address of agent for service)
(502) 560-2132
(Telephone number, including area code, of agent
for service)
Calculation of Registration Fee
Proposed
Proposed maximum
Title of Amount to maximum aggregate Amount of
securities be offering offering registration
to be registered price per price 1 fee
registered share 1
Common Stock
of Providian 4,500,000 $35.8125 $161,156,250 $55,571.12
Corporation shares
Par Value $1
1.Average of the high and low prices reported as
of August 8, 1995. Estimated solely for the
purpose of calculating the registration fee pursuant to
Rule 457(h)(1).
PART II
Information Required in the Registration Statement.
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The following documents are hereby incorporated by
reference:
1. The Company's Annual Report on Form 10-K (File No. 1
6701) for the year ended December 31, 1994, filed
on March 30, 1995, pursuant to Section 13 of the
Exchange Act.
2. The Company's Proxy Statement for the Annual Meeting
of Shareholders held on May 5, 1995 (File No. 1-6701),
filed on March 28, 1995.
3. Providian's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1995, filed on May 12, 1995.
4. Providian's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995, filed on August 11, 1995.
5. The description of the stock to be registered in
Providian's Registration Statement on Form 10 dated
April 29, 1970.
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after
the date of this Prospectus and prior to the filing of a
post effective amendment which indicates that all
securities hereby offered have been sold or which
deregisters all securities remaining unsold, shall be
deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of
filing of such documents. Item 4. DESCRIPTION OF
CAPITAL STOCK
The Company's authorized Capital Stock consists of
300,000,000 shares of Common Stock, 6,000,000 shares of
preferred stock, $5 par value and 25,000,000 shares of
preference stock, $.01 par value. On July 31, 1995,
there were 95,278,533 shares of Common Stock and no
shares of preferred or preference stock outstanding
(other than preferred stock held by a subsidiary).
Information for all future fiscal years concerning the
number of authorized and issued shares of the Company's
capital stock, and the description of such capital
stock, will be included in the Company's reports filed
under the Exchange Act, and shall be deemed to be
incorporated by reference herein, and to be a part
hereof, from the date of filing of such statements. Item
5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Delaware law permits a corporation to indemnify a
director, officer, employee or agent of the corporation
if the director, officer, employee or agent acted in
good faith and in what he believed to be the best
interests of the corporation, except that such a person
may not be indemnified in actions where he is liable to
the corporation, unless a court determines that such
indemnification is nonetheless proper. In a criminal
action, an officer, director, employee or agent may be
indemnified if he had no reasonable cause to believe his
conduct was unlawful. The Company's Certificate and
Bylaws provide for indemnification of officers,
directors, employees and agents to the fullest extent
authorized by the Delaware General Corporation Law and
include provisions that eliminate or limit the personal
liability of the Company's directors to the Company or
its shareholders for breaches of fiduciary duty, within
certain limits.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
The following exhibits are filed as part of this
registration statement.
Ref. No. Description of Document Exhibit Number
(4) Providian Corporation's 1995
Stock 4.1
Option Plan.
(Incorporated by reference to
Appendix A of Providian
Corporation's 1995 Proxy Statement)
(5) Opinion of Counsel of Stites & 5.1
Harbison
(23) Consent of Ernst & Young LLP,
23.1
independent auditors of Providian
Corporation
(23) Consent of Stites & Harbison,
23.2
independent counsel of Providian
Corporation (included in Exhibit 5)
(24) Powers of Attorney authorizing 24.1
Steven T. Downey, James V. Elliott,
and R. Michael Slaven to sign
the Registration Statement in
any and all capacities
on behalf of Irving W. Bailey,
II; Steven T. Downey; James V.
Elliott; Shailesh J. Mehta;
John M. Cranor III; Joseph F.
Decosimo; Lyle J. Everingham;
Raymond V. Gilmartin; J. David
Grissom; Watts Hill Jr.; F. Warren McFarland;
Martha R. Seger; Florence R. Skelly
(24) Certified resolution of Providian 24.2
Corporation's
Board of Directors authorizing the
execution of
powers of attorney.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes to file
during any period in which offers or sales are being
made, a posteffective 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; 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; to remove from registration by means
of a posteffective amendment any of the securities being
registered
which remain unsold at the termination of the offering.
The undersigned registrant hereby undertakes 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 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 the time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under
the Act may be permitted to directors, officers, and
controlling persons of the Registrant, 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.
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 Louisville, State of Kentucky, on August
11,1995.
Providian Corporation
By: Irving W. Bailey II
Chairman of the Board,
President, and Chief
Executive Officer
By: /s/R. Michale Slaven
R. MICHAEL SLAVEN
Attorney-in-fact
for Irving W.
Bailey II
Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by
the following persons in the capacities and on the date
indicated on this 11th day of August, 1995
Signature Titles
Irving W. Bailey II Chairman of the
Board,
__________________________ President, and Chief
Irving W. Bailey II Executive Officer
(Principal
Executive Officer)
Shailesh Mehta
_________________________ President, and Chief
Shailesh Mehta Operating Officer
James V. Elliott
_________________________
James V. Elliott Senior Vice
President
and
General Counsel
Steve Downey
________________________
Steve Downey Vice President and
Controller
John L. Clendenin
_______________________
John L. Clendenin Director
John M. Cranor III
_______________________
John M. Cranor III Director
Joseph F. Decosimo
______________________
Joseph F. Decosimo Director
Lyle J. Everingham
______________________
Lyle J. Everingham Director
Raymond V. Gilmartin
______________________
Raymond V. Gilmartin Director
J. David Grissom
______________________
J. David Grissom Director
Watts Hill, Jr.
______________________
Watts Hill, Jr. Director
F. Warren McFarlan
_______________________
F. Warren McFarlan Director
Martha R. Seger
_______________________
Martha R. Seger Director
Larry D. Thompson
_______________________
Larry D. Thompson Director
By:/s/ R. Michael Slaven
R. MICHAEL SLAVEN Attorney-in-
fact
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibits
4.1 Providian Corporation's
Stock
Option Plan. (Incorporated by
reference to Appendix A of
Providian Corporation's 1995
Proxy Statement)
5.1 Opinion of Counsel of Stites &
Harbison
23.1 Consent of Ernst & Young LLP,
independent auditors of
Providian Corporation
23.2 Consent of Stites & Harbison,
independent counsel of
Providian Corporation
(included in Exhibit 5)
24.1 Powers of Attorney authorizing
Steven T. Downey, James V.
Elliott, and R. Michael Slaven
to sign the Registration
Statement in any and all
capacities on behalf of Irving
W. Bailey, II; Steven T.
Downey; James V. Elliott;
Shailesh J. Mehta; John M.
Cranor III; Joseph F. Decosimo;
Lyle J. Everingham; Raymond V.
Gilmartin; J. DavidGrissom;
Watts Hill Jr.; F. Warren
McFarland; Martha R. Seger;
Florence R. Skelly
24.2 Certified resolution of
Providian Corporation's Board
of Directors authorizing the
execution of powers of
attorney
Providian Corporation
Page 2
August 11, 1995
EXHIBIT 5.1
STITES & HARBISON
400 West Market Street, Suite
1800 Louisville, Kentucky
40202-3352
(502) 587-3400
August 11, 1995
Providian Corporation
Providian Center
400 West Market Street
Louisville, Kentucky 40202
Re: 1995 Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel for Providian Corporation (the
"Company") in connection with the preparation and filing of a
registration statement on Form S-8 (the "Registration
Statement"), relating to the registration by the Company under
the Securities Act of 1933, as amended (the "Act"), of up to
4,500,000 shares of the Company's common stock, $1.00 par value
per share (the "Common Stock"), to be issued by the Company
from time to time pursuant to the Providian Corporation 1995
Stock Option Plan.
In connection with this opinion, we have considered such
matters of law and examined the originals or copies, certified
or otherwise identified to our satisfaction, of such documents
and corporate and other records and have obtained such
certificates, letters, representations and information from the
officers, directors and employees of the Company and from
others as we have deemed necessary or appropriate to enable us
to render the opinions expressed herein.
Based upon and in reliance upon the foregoing, and subject
to the qualifications and assumptions set forth below, it is
our opinion that, when (a) the Registration Statement has
become effective in accordance with the Act and the rules and
regulations thereunder and the provisions of such state
securities or "blue sky" laws as may be applicable have been
complied with, and (b) the Common Stock has been duly delivered
against payment therefor, the Common Stock to be issued by the
Company will be legally issued, fully paid and nonassessable.
Our opinion is limited by and subject to the following:
(a) In rendering our opinion we have assumed that, at the
time of each issuance and sale of the Common Stock, the Company
will be a corporation validly existing and in good standing
under the laws of the State of Delaware.
(b) In our examination of all documents, certificates and
records, we have assumed without investigation the authenticity
and completeness of all documents submitted to us as originals,
the conformity to the originals of all documents submitted to
us as copies and the authenticity and completeness of the
originals of all documents submitted to us as copies. We have
also assumed the genuineness of all signatures, the legal
capacity of natural persons, the authority of all persons
executing documents on behalf of the parties thereto other than
the Company, and the due authorization, execution and delivery
of all documents by the parties thereto other than the Company.
(c) Our opinion is based solely on and limited to the
General Corporation Law of the State of Delaware and the
federal laws of the United States of America. We express no
opinion as to the laws of any other jurisdiction.
We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.
Very truly yours,
/s/STITES & HARBISON
CCB/plh
45839:Lou3
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement (Form S-8) pertaining to the
Providian Corporation 1995 Stock Option Plan of our reports
dated February 8, 1995, with respect to the consolidated
financial statements and schedules of Providian Corporation
included in or incorporated by reference in its Annual
Report (Form 10-K) for the year ended December 31, 1994,
filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Louisville, Kentucky
August 10, 1995
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of the 15th day of
February, 1995, the undersigned each constitutes and
appoints Steven T. Downey, James V. Elliott and R. Michael
Slaven, and each of them, his or her true and lawful
attorney-in-fact and agent with full power of substitution
and re-substitution, for him or her in his or her name,
place and stead, in any and all capacities, to sign
Registration Statements on Form S-8 relating to Providian's
(i) Thrift Savings Plan, as amended and restated effective
January 1, 1990; (ii) 1981 Stock Option Incentive Plan;
(iii) 1981 Tax Qualified Incentive Stock Incentive Plan;
(iv) 1989 Stock Option Plan; and (v) 1995 Stock Option Plan,
and any and all amendments or appendices to any of the
foregoing (including post-effective amendments), and to file
the same with all exhibits thereto and all 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 or necessary to be
done in and about the premises, as fully 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 their or his or her substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
PROVIDIAN CORPORATION
/s/ Irving W. Bailey II /s/ Steven T. Downey
IRVING W. BAILEY II, STEVEN T. DOWNEY,
Chairman, President and Vice President and
Controller
Chief Executive Officer
/s/ James V. Elliott /s/ Shailesh J. Mehta
JAMES V. ELLIOTT, SHAILESH J. MEHTA,
Senior Vice President and President and Chief
General Counsel Operating Officer
/s/ John M. Cranor III /s/ Joseph F. Decosimo
JOHN M. CRANOR III, JOSEPH F. DECOSIMO,
Director Director
/s/ Lyle J. Everingham /s/ Raymond V. Gilmartin
LYLE J. EVERINGHAM, RAYMOND V. GILMARTIN,
Director Director
/s/ J. David Grissom /s/ Watts Hill, Jr. J.
DAVID GRISSOM, WATTS HILL, JR.,
Director Director
/s/F. Warren McFarlan /s/Martha R.Seger
F. WARREN MCFARLAN, MARTHA R. SEGER,
Director Director
/s/ Florence R. Skelly
FLORENCE R. SKELLY,
Director
EXHIBIT 24.2
EXCERPT FROM THE MINUTES OF THE MEETING OF THE
HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF
PROVIDIAN CORPORATION, HELD FEBRUARY 15, 1995
WHEREAS, the Securities Act of 1933 requires the filing
of a registration statement (the "New Registration
Statement") on Form S-8 by the Corporation relating to the
Providian Corporation 1995 Stock Option Plan (the "New
Plan"); and
WHEREAS, the Securities Act of 1933 requires the
registration statements (the "Prior Registration
Statements") on Form S-8 previously filed by the Corporation
relating to the Providian Corporation Thrift Savings Plan,
the Providian Corporation 1989 Stock Option Plan, the
Providian Corporation 1981 Stock Option Incentive Plan, and
the Providian Corporation 1981 Tax Qualified Incentive Stock
Option Plan (collectively, the "Prior Plans") be amended to
update certain information contained therein and to reflect
certain amendments to the Prior Plans.
NOW, THEREFORE, BE IT RESOLVED, that the appropriate
officers of the Corporation, with the assistance of its
accountants and counsel, are hereby authorized to prepare,
execute and file with the Securities and Exchange Commission
on behalf of the Corporation the New Registration Statement
and such documents as are necessary to update the Prior
Registration Statements;
BE IT FURTHER RESOLVED, that R. Michael Slaven,
Assistant General Counsel and Corporate Secretary of the
Corporation, be and hereby is appointed and designated as a
person duly authorized to receive communications and notices
from the Securities and Exchange Commission with respect to
any documents relating to the New Registration Statement and
the Prior Registration Statements; and
BE IT FURTHER RESOLVED, that the Corporation and each
director and officer who may be required to execute any
filings or documents relating to the New Registration
Statement and the Prior Registration Statements and any
amendments thereof or appendices thereto be, and hereby is,
authorized to execute a power of attorney appointing James
V. Elliott, R. Michael Slaven and Steven T. Downey and each
of them, severally, his true and lawful attorneys and agents
to execute in his name, place and stead, and on behalf of
the New Plan and the Prior Plans, any and all documents
relating to the New Plan and the Prior Plans, and to file
the same with the Securities and Exchange Commission.
I, R. Michael Slaven, being duly elected and acting
Secretary of Providian Corporation, do hereby certify that
the above is a true and correct copy of a resolution adopted
by the Human Resources Committee of the Board of Directors
of said corporation at a regular meeting held February 15,
1995, a quorum having been present in said meeting, and that
said resolution is still in full force and effect.
In testimony whereof, witness my hand and the seal of
the corporation this 11th day of August, 1995.
/s/ R. Michael Slaven
R. Michael Slaven
Assistant General Counsel and
Secretary
Providian Corporation
