Registration No. 033-61789
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
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 Assistant 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)
<PAGE>
PROSPECTUS
4,500,000 Shares
Common Stock
(Par Value $1)
This Prospectus covers 4,500,000 shares of Common Stock, par value $1 per share
(the "Common Stock"), of Providian Corporation, a Delaware corporation (the
"Company") issuable to key salaried employees of the Company and its
subsidiaries upon exercise of options (the "Options") which may be granted
hereafter pursuant to the Company's 1995 Stock Option Plan, as amended (the
"Plan"). Proceeds from the sale of shares upon exercise of options will be added
to the general funds of the Company and will be available for general corporate
purposes.
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THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THESE SECURITIES HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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Shares purchased pursuant to Options may be sold from time to time on the New
York Stock Exchange or other securities exchanges at then current prices.
Certain optionees making such resales may be deemed to be "underwriters" within
the meaning of the Securities Act of 1933. This Prospectus is not available for,
nor does it cover, reoffers or resales of securities acquired by "affiliates" of
the Company as defined in Rule 405 promulgated under the Securities Act of 1933.
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The date of this Prospectus is May 6, 1997
<PAGE>
AVAILABLE INFORMATION
This Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted pursuant to
the rules and regulations of the Securities and Exchange Commission (the "SEC").
The Registration Statement may be inspected without charge at the principal
office of the SEC in Washington, D.C., and copies of all or any part of it may
be obtained from the SEC upon payment of the prescribed fees.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act") and files reports, proxy statements,
and other information under the Exchange Act with the SEC. Such reports, proxy
statements, and other information can be inspected and copied at the SEC, Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at its regional
offices at 75 Park Place, 14th Floor, New York, New York 10007, and Room 1204,
Everett McKinley Dirksen Building, 219 South Dearborn Street, Chicago, Illinois
60604. Copies of such material can be obtained from the Public Reference Section
of the SEC, Washington, D.C.
20549, at prescribed rates.
The Company's Common Stock is listed on the New York Stock Exchange and on the
Pacific Stock Exchange and the various reports, proxy statements and other
information concerning the Company can be inspected and copied at the offices of
such exchanges (20 Broad Street, Room 401, New York, New York 10005, and 301
Pine Street, San Francisco, California 94104, respectively).
Copies of all reports, proxy statements and other communications distributed to
shareholders of the Company will be transmitted to all participants in the Plan
who do not otherwise receive such material as shareholders or employees.
However, participants may also request a copy of any document incorporated
herein by reference from Providian Corporation, Human Resources Department and
it will be promptly supplied without charge.
THE COMPANY
The issuer of the shares of Common Stock covered by this Prospectus is Providian
Corporation, a Delaware corporation. The principal executive office of the
Company is located at Providian Center, 400 West Market Street, Post Office Box
32380, Louisville, Kentucky 40202, and its telephone number is (502) 560-2000.
THE PLAN
The Company has adopted the 1995 Stock Option Plan (the "Plan") which is
described below. As of April 20, 1997, Options to purchase 3,028,200 shares of
Common Stock have been granted under the Plan. As of April 20, 1997, 437
employees held Options under the Plan.
Reports concerning the status of a participant's outstanding options will be
furnished upon the request of such participant directed to First Chicago Trust
Company of New York at 1-800-552-0668. Such reports will include the following
information: (1) the number of outstanding Options held by the participant; (2)
the exercise price of each such outstanding Option; (3) the dates upon which
such Options become exercisable; and (4) the expiration dates of the Options.
The Plan is not subject to any provisions of the Employment Retirement Income
Security Act of 1974.
General
The Plan was adopted by the Board of Directors of the Company on February 15,
1995, and approved by stockholders of the Company on May 5, 1995. The Plan was
amended on February 21, 1996.
Options granted under the Plan may qualify as incentive stock options ("ISOs")
under Section 422A of the Internal Revenue Code of 1986 as amended (the "Code"),
and be eligible for favorable tax treatment if the Human Resources Committee of
the Board of Directors of the Company so designates. Otherwise, Options granted
under the Plan are not eligible for the favorable tax treatment accorded
qualified options and such Options may be hereafter referred to as "NQSOs." See
"Federal Income Tax Consequences" on page 7. The Plan is not qualified under
Section 401(a) of the Code.
The purpose of the Plan is to advance the interest of the Company by enabling it
and its operating companies to attract and retain the best available personnel
for positions of substantial responsibility, and to provide key employees of the
Company and its operating companies with an opportunity for investment in the
Company Common Stock; thereby giving them an additional incentive to increase
their efforts on behalf of the long term success of the Company and its
operating companies.
No options may be granted under the Plan after May 5, 2004. The Board of
Directors may, at its discretion, terminate the Plan at any time; however,
outstanding options are not to be affected by the termination of the Plan.
Administration
The Plan is administered by the Human Resources Committee of the Board of
Directors of the Company (the "Committee"). At present, the members of the
Committee are F. Warren McFarlan (Chair), John M. Cranor III, Lyle Everingham,
Raymond V. Gilmartin, Ned C. Lautenbach and Watts Hill, Jr. who are
"non-employee directors" within the meaning of Rule 16b-3 promulgated under the
Exchange Act and "outside directors" within the meaning of Treasury Regulation
ss.1.162-27 9. The members of the Committee shall be appointed from time to time
by, and shall serve at the discretion of, the Board.
The Committee shall have full authority to administer the Plan, including
without limitation, the authority to approve participants to whom Options are
granted; determine the size, types and frequency of Options granted under the
Plan; determine the terms and conditions of Options, including any restrictions
or conditions to the Option, which need not be identical for all participants;
accelerate the exercisability of, and accelerate or waive any or all the
restrictions and conditions applicable to, any Option, for any reason; modify
the duration of an Option exercise period or term of an Option grant; construe
and interpret the Plan and any agreement or instrument entered into under the
Plan; establish, amend and rescind rules and regulations for the Plan's
administration; and amend the terms and conditions of any outstanding Option to
the extent such terms and conditions are within the discretion of the Committee
as provided in the Plan. The Committee shall have sole discretion to make all
other determinations which may be necessary or advisable for the administration
of the Plan.
Group Eligibility
Options may be granted under the Plan to key salaried employees of the Company
or its Subsidiaries. A Participant shall be any such eligible employee who is
designated by the Committee in its sole discretion to receive an Option under
the Plan. Directors who are neither officers nor employees devoting their full
time to the Company or a subsidiary are not eligible to receive Options under
the Plan.
Option Period and Exercise Provisions
Each Option shall expire at such time as is determined by the Committee at the
time of grant; provided, however, that no Option shall be exercised later than
the tenth (10th) anniversary of its grant. The exercise price for each Option
granted under the Plan shall be not less than the Fair Market Value of shares of
Common Stock (the "Shares") on the date the Option is granted. The Fair Market
Value is defined as the mean between the highest and lowest sale price of the
Shares as reported on the New York Stock Exchange Composite Tape, or if no such
reported sale of the Shares shall have occurred on such date, on the next
preceding date on which there was such a reported sale. No more than 500,000
Options may be granted to any one Participant during any calendar year.
Options are subject to such vesting requirements as are established by the
Committee in connection with the grant. The Plan provides that all outstanding
Options will become exercisable immediately upon a "change in control" as
defined in the "Plan". Options are exercised by delivery to the Company of a
written notice of exercise, setting forth the number of Shares with respect to
which the Option is to be exercised and accompanied by an arrangement acceptable
to the Company to provide full payment of the Option exercise price on or prior
to the settlement date and all applicable withholding taxes. The Option exercise
price for Shares as to which an Option is exercised shall be paid to the
Company, at the discretion of the Committee, either (a) in cash in the form of
currency or other cash equivalent acceptable to the Company, (b) by tendering
shares having a Fair Market Value at the time of exercise equal to the Option
exercise price, (c) any other reasonable consideration that the Committee may
deem appropriate or (d) by a combination of the forms of consideration described
in (a), (b) and (c). The Committee may permit the cashless exercise of Options
as described in Regulation T promulgated by the Federal Reserve Board, subject
to applicable securities law restrictions, or by any other means which the
Committee determines to be consistent with the Plan's purpose and applicable
law.
In February 1996, the Plan was amended to give the Board and the Committee
greater ability to make appropriate adjustments to the Plan and awards under the
Plan to reflect corporate reorganizations, spinoffs and similar transactions.
Termination, Retirement and Death or Disability
If the employment of a participant is terminated for cause, all then outstanding
Options of such participant, whether or not exercisable, shall terminate
immediately. If the employment of a participant is terminated for any reason
other than for cause, death, disability or retirement, to the extent then
outstanding Options of such participant are exercisable, such Options may be
exercised by such participant or his personal representative at any time prior
to the earlier of the expiration date of the Options or the date which is ninety
(90) days after the date of such termination of employment.
In the event of retirement of the participant, to the extent then outstanding
Options of such participant are exercisable, such Options may be exercised by
the participant (a) in the case of NQSOs, within five years after the date of
the retirement and (b) in the case of ISOs, within ninety (90) days after
retirement as ISOs or four years nine months thereafter as NQSOs; provided,
however, that no such Options may be exercised on a date subsequent to their
expiration.
In the event of the death or disability of a participant while employed by the
Company or a Subsidiary, all then outstanding Options of such participant shall
become fully vested and immediately exercisable, and may be exercised at any
time (a) in the case of NQSOs, within five years after the date of death or
determination of disability, (b) in the case of ISOs, within five years after
the date of death or within one year after the date of determination of
disability as ISOs, or four years thereafter as NQSOs; provided however, that no
such Options may be exercised on a date subsequent to their expiration. Options
may be exercised as provided above (a) in the event of the death of a
participant, by the person or persons to whom rights pass by will or by the laws
of descent and distribution, or if appropriate, the legal representative of his
estate and (b) in the event of the disability of a participant, by the
participant, or if such participant is incapacitated, by his legal
representative.
Stock Appreciation Rights Under the Plan
If the Committee issues stock appreciation rights in tandem with an Option
granted under this Plan, such rights shall be subject to the same terms and
conditions as the related Option and shall be exercisable only to the extent
that such Option is exercisable. A grant of stock appreciation rights shall
require, as a condition to its exercise, that the grantee surrender to the
Committee, unexercised, the related Option. Upon exercise of a stock
appreciation right, the grantee shall be entitled to receive an aggregate value
equal to the product of (a) the excess of the fair market value of one Share on
the date of exercise over the Option exercise price multiplied by (b) the number
of the stock appreciation rights being exercised. The Committee shall have the
right to determine whether such aggregate value shall be paid to such grantee in
Shares, cash, or part in cash and part in Shares. No fractional shares will be
issued, but instead cash will be paid in lieu of the fractional Share to which
the grantee would otherwise be entitled.
Holders of stock appreciation rights may elect, in lieu of exercising the
related option in conjunction with which the stock appreciation rights were
granted, to receive the economic value of such rights which will be measured by
the excess of the market value of that portion of the shares covered by the
option over the option price of such shares on the date of exercise.
The exercise of stock appreciation rights enables the option holder to realize a
portion of the value of the option without having to provide the cash payment
which would be necessary to exercise the option. To exercise such rights, the
holder must surrender those options to which the rights are attached. To the
extent that stock appreciation rights are exercised, those options to which such
rights relate will be considered exercised for the purpose of the limitation on
the number of shares available under the Plan.
The Committee has sole discretion, with respect to the exercise of stock
appreciation rights, to determine the form in which payment of the economic
value of stock appreciation rights will be made (i.e., cash, common stock, or
any combination thereof).
Amendment
The Board may, at any time, amend, modify or terminate the Plan. However, to the
extent required by sections 422 or 162 (m) of the Code, Section 16 of the
Exchange Act and the rules promulgated thereunder, any national securities
exchange or system on which the shares are then listed or reported or a
regulatory body having jurisdiction with respect hereto, no such amendment,
modification or termination shall be made without approval of stockholders of
the Company to materially increase (within the meaning of Rule 16b-3 promulgated
under the Exchange Act or any successor rule ("Rule 16b-3")) the benefits
accruing to participants under the Plan; materially increase (within the meaning
of Rule 16b-3) or otherwise increase (for purposes of the Code) the total amount
of shares which may be issued under the Plan, except as provided in Section 4.2
of the Plan; or materially modify (within the meaning of Rule 16b-3) or
otherwise modify (for purposes of the Code) the class of employees eligible to
participate in the Plan. The Committee may amend the terms of any award,
prospectively or retroactively, but no such amendment shall impair the rights of
any participant without such participant's consent. No amendment, modification
or termination of the Plan shall in any manner adversely affect any outstanding
award without the written consent of the participant holding such award.
FEDERAL INCOME TAX CONSEQUENCES
Non-Qualified Options
Under the Code, as currently in effect, the granting of a non-qualified option
under the Plan does not produce taxable income to the optionee or a tax
deduction to the Company. An optionee will realize ordinary income upon the
exercise of a non-qualified option measured by the excess of the fair market
value of the stock acquired over the option price.
Upon exercise of a non-qualified option, the Company is permitted a deduction in
an amount equal to that which the optionee includes in income. The deduction is
permitted for the Company's taxable year in which or with which the optionee's
taxable year of inclusion ends.
Income realized by the optionee upon exercise of a non-qualified option will
constitute wages subject to the withholding of income tax and the Company will
be required to make whatever arrangements necessary to ensure that funds
equaling the amount of tax required to be withheld are available for payments.
The tax basis for the stock acquired is the option price plus the taxable income
recognized. the optionee's holding period for such shares will begin at the time
the optionee is required to recognize income.
If a non-qualified option is exercised by the delivery of shares of Common
Stock, the transfer of the shares already owned for the option shares will be a
tax-free exchange under Section 1036 of the Code. The spread between the fair
market value of the option shares received and the option price, however, will
be ordinary income to the optionee. The optionee's basis in the number of option
shares which equals the number of shares transferred will be the carryover basis
of the shares exchanged and the holding period of such shares will include the
period for which the shares transferred were held. The optionee's basis in the
number of option shares in excess of the number of shares transferred will be
the fair market value at the time of exercise of the option, and the holding
period will begin on the date of exercise.
Incentive Stock Options
The Code authorizes a classification of options called ISOs with respect to
which favorable tax treatment is available to the optionee. The Committee may
designate certain options granted under the Plan as ISOs.
An optionee is not taxed at the time of grant or exercise of an ISO, nor is an
optionee taxed upon the conversion of a non-ISO into an ISO. If an ISO option
share is sold at least two years after the grant of the option and at least one
year after the exercise of the option, any gain recognized is taxed as long-term
capital gain, in which case the Company will not be entitled to a tax deduction
with respect to such sale, up to the difference between the fair market value of
the stock at the time of the exercise of the option and the option price, will
be taxed to the optionee as ordinary income and any additional gain will be
taxed as capital gain. In such event, the company will be entitled to a
deduction to the extent of any gain taxed to the optionee as ordinary income.
If an ISO is exercised by the delivery of shares of Company stock, the exchange
will be treated as a taxable event unless (1) the transferred option stock
satisfies the applicable statutory option stock holding periods, or (2) the
transferred stock was not acquired by the exercise of a statutory stock option.
The spread between the fair market value of a share received pursuant to
exercise of an ISO and the option price is considered an item of tax preference
for purposes of the alternative minimum tax. The portion of a taxpayer's minimum
alternative tax attributable to certain items of tax preference, including the
spread upon the exercise of an ISO, can be credited against the taxpayer's
regular tax liability in later years to the extent that liability exceeds the
alternative minimum tax.
In the case of stock appreciation rights, the optionee will not be subject to
tax at the time of grant. However, stock or cash delivered in payment of such
rights will be treated as compensation taxable to the optionee, and the Company
will be entitled to a deduction in an amount equal to the cash received or the
fair market value of the stock received by the grantee. The optionee's tax basis
for any stock so acquired will be the market value at the time of exercise of
the stock appreciation rights. Any gain or loss realized on the ultimate
disposition of any stock so acquired will be capital gain or loss.
Optionees should consult their own tax advisors regarding the tax consequences
of their transactions.
POSSIBLE RESTRICTIONS ON RESALE
Federal securities laws impose restrictions on certain resales of Common Stock
acquired pursuant to the Plan. Resale by affiliates of the Company, as defined
in Rule 405 under the Securities Act of 1933, may be made only pursuant to Rule
144 under the Act. As an alternative, an "affiliate" may resell pursuant to an
effective registration statement.
In addition to the restrictions imposed by the Securities Act of 1933 on resales
by "affiliates," Section 16(b) of the Exchange Act provides that the Company, or
its shareholders acting on its behalf, has the right to recover any profit
realized by any director or officer or 10 percent shareholder (irrespective of
whether such person is an "affiliate") from any purchase and sale, or any sale
and purchase, of common stock within any period of less than six months. Common
stock received by any participant who is not an "affiliate" may generally be
resold without restriction.
No person has been authorized by the Company to give any information or to make
any representations not contained in this Prospectus, and, if given or made,
such information or representations must not be relied upon as having been so
authorized. This Prospectus does not constitute an offer to buy in any State to
any person to whom it is unlawful to make such offer or solicitation within such
state.
Neither the delivery of this Prospectus nor any sale hereunder shall, under any
circumstances create an implication that there has been no change in the affairs
of the Company since the date hereof. Statements made in this Prospectus, unless
the context indicates otherwise, are made as of the date of this Prospectus.
Providian Corporation
----------------
4,500,000 shares
Common Stock
1995 Stock Option
Plan
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Prospectus
<PAGE>
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, 1996, filed on March 31, 1997, pursuant to Section 13 of the
Exchange Act.
2. The Company's Proxy Statement for the Annual Meeting of Shareholders to
be held on May 29, 1997, (File No. 1-6701) filed on April 18, 1997.
3. The Company's Current Report on Form 8-K (File No. 1-6701) filed on
February 12, 1997.
4. The Company's Current Report on Form 8-K (File No. 1-6701) filed on
April 22, 1997.
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 April 20, 1997, there were 94,671,110
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 Number
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(4) Providian Corporation's 1995 Stock Option Plan. 4.1**
(Incorporated by reference to Appendix A of Providian
Corporation's 1995 Proxy Statement)
(4) Certified resolution of Providian Corporation's Human 4.2*
Resources Committee, dated February 21, 1996, amending
the 1995 Stock Option Plan
(5) Opinion of Counsel of Stites & Harbison 5.1**
5.1**
(23) Consent of Ernst & Young LLP, independent auditors of 23.1**
Providian Corporation
(23) Consent of Stites & Harbison, independent counsel of 23.2**
Providian Corporation (included in Exhibit 5)
(24) Powers of Attorney authorizing Steven T. Downey, 24.1*
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;
Lyle J. Everingham; J. David Grissom; Watts Hill Jr.;
Ned C.Lautenbach; F. Warren McFarlan; Martha R. Seger
(24) Certified resolution of Providian Corporation's Board of 24.2*
Directors authorizing the execution of powers of attorney.
* Filed herewith.
** Previously filed.
Item 9. UNDERTAKINGS
The undersigned registrant hereby undertakes 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; 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 post-effective 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.
<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 has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Louisville, Commonwealth of Kentucky, on May __,
1997.
Providian Corporation
By: Irving W. Bailey II
Chairman of the Board,
President, and Chief
Executive Officer
By: ______________________
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
Signature Titles
Irving W. Bailey II Chairman of the Board,
________________________ President, and Chief Executive Officer
Irving W. Bailey II Principal Executive Officer)
Shailesh Mehta President, and Chief Operating Officer
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Shailesh Mehta
James V. Elliott Senior Vice President,
________________________ General Counsel and Secretary
James V. Elliott
Steve Downey Vice President and Controller
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Steve Downey
John L. Clendenin Director
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John L. Clendenin
John M. Cranor III Director
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John M. Cranor III
Lyle J. Everingham Director
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Lyle J. Everingham
Ned C. Lautenbach Director
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Ned C. Lautenbach
J. David Grissom Director
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J. David Grissom
Watts Hill, Jr. Director
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Watts Hill, Jr.
F. Warren McFarlan Director
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F. Warren McFarlan
Martha R. Seger Director
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Martha R. Seger
Larry D. Thompson Director
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Larry D. Thompson
By: ___________________________
R. MICHAEL SLAVEN
Attorney-in-fact
<PAGE>
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)
4.2* Certified resolution of Providian Corporation's Human
Resources Committee dated February 21, 1996 amending
the 1995 Stock Option Plan
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; Lyle
J. Everingham; J. David Grissom; Watts Hill Jr.; Ned C.
Lautenbach; F. Warren McFarlan; Martha R. Seger;
Florence R. Skelly
24.2* Certified resolution of Providian Corporation's Board
of Directors authorizing the execution of powers of
attorney
* Filed herewith
**Previously filed
<PAGE>
EXHIBIT 4.2
EXCERPT FROM THE MINUTES OF THE MEETING OF THE
HUMAN RESOURCES COMMITTEE OF THE BOARD OF DIRECTORS OF
PROVIDIAN CORPORATION HELD FEBRUARY 21, 1996
WHEREAS, the Securities Act of 1933 requires the registration
statements (the "Registration Statements") on Form S-8 previously filed by the
Corporation relating to the Providian Corporation 1995 Stock Option Plan, the
Providian Corporation 1989 Stock Option Plan, the Providian Corporation 1981
Stock Option Incentive Plan, the Providian Corporation 1981 Tax Qualified
Incentive Stock Option Plan, and the Providian Corporation Thrift Savings Plan
(collectively, the "Plans") be amended to update certain information contained
therein and to reflect certain amendments to the 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 such documents as are necessary to
update the 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 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
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 Plans, any and all documents relating to the Plans, and to
file the same with the Securities and Exchange Commission.
RESOLVED, that the Human Resources Committee of the Board of Directors
hereby recommends that the stock plans of the Corporation identified below be
amended as described below:
1995 Stock Option Plan - Insert in lieu of Section 4.2
In the event of any change in corporate capitalization, such as a stock
split or a corporate transaction, such as any merger, consolidation, separation,
including a spin-off, or other distribution of stock or property of the Company,
any reorganization (whether or not such reorganization comes within the
definition of such term in Section 368 of the Code) or any partial or complete
liquidation of the Company, the Committee or the Board may make such
substitution or adjustments in the aggregate number and kind of stock or other
securities or property reserved for issuance under the Plan, in the number, kind
and option price of stock or other securities or property subject to outstanding
Options and stock appreciation rights, in the number and kind of stock or other
securities or property subject to other outstanding Awards granted under the
Plan and/or such other equitable substitution or adjustments as it may determine
to be appropriate in its sole discretion; provided, however, that the number of
shares subject to any Award shall always be a whole number. Such adjusted option
price shall also be used to determine the amount payable by the Company upon the
exercise of any stock appreciation right associated with any Option.
I, R. Michael Slaven, being duly elected and acting Assistant 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 21, 1996, 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 6th day of May, 1997.
/s/ R. Michael Slaven
R. Michael Slaven
Assistant General Counsel and Assistant Secretary
Providian Corporation
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, as of the 19th day of February, 1997,
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, 1994; (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
IRVING W. BAILEY II, STEVEN T. DOWNEY,
Chairman and Chief Executive Officer Vice President and Controller
JAMES V. ELLIOTT, SHAILESH J. MEHTA,
Senior Vice President, General Counsel President and Chief Operating Officer
and Secretary
JOHN L. CLENDENIN, Director JOHN M. CRANOR III, Director
LYLE J. EVERINGHAM, Director RAYMOND V. GILMARTIN, Director
J. DAVID GRISSOM, Director WATTS HILL, JR., Director
NED C. LAUTENBACH, Director F. WARREN MCFARLAN, Director
MARTHA R. SEGER, Director LARRY D. THOMPSON, Director
<PAGE>
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 19, 1997
WHEREAS, the Securities Act of 1933 requires the registration
statements (the "Registration Statements") on Form S-8 previously filed by the
Corporation relating to the Providian Corporation 1995 Stock Option Plan, the
Providian Corporation 1989 Stock Option Plan, the Providian Corporation 1981
Stock Option Incentive Plan, the Providian Corporation 1981 Tax Qualified
Incentive Stock Option Plan, and the Providian Corporation Thrift Savings Plan
(collectively, the "Plans") be amended to update certain information contained
therein and to reflect certain amendments to the 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 such documents as are necessary to
update the Registration Statements;
BE IT FURTHER RESOLVED, that R. Michael Slaven, Assistant 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 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
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 Plans, any and all documents relating to the Plans, and to
file the same with the Securities and Exchange Commission.
I, R. Michael Slaven, being duly elected and acting Assistant 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 21, 1996, 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 6th day of May, 1997.
/s/ R. Michael Slaven
R. Michael Slaven
Assistant General Counsel and Assistant Secretary
Providian Corporation
