<PAGE>
As filed with the Securities and Exchange Commission on May 1, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________
CAPITAL ONE FINANCIAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
__________
Delaware 54-171854
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
__________
2980 FAIRVIEW PARK DRIVE, SUITE 1300
FALLS CHURCH, VIRGINIA 22042-4525
(Address, including zip code, of
Registrant's principal executive offices)
__________
CAPITAL ONE FINANCIAL CORPORATION
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
__________
JOHN G. FINNERAN, JR., ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL
AND CORPORATE SECRETARY
2980 FAIRVIEW PARK DRIVE, SUITE 1300
FALLS CHURCH, VIRGINIA 22042-4525
(703) 205-1030
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=====================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Security Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) Per Unit Offering Price(2) Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value, 3,250,000 $89.90625 $292,195,312.50 $86,197.62
including attached
Rights(3)
=====================================================================================================================
</TABLE>
(1) The number of shares of Common Stock registered hereunder includes such
additional shares of Common Stock as may be necessary to give effect to a stock
split or stock dividend.
(2) Estimated solely for purposes of calculating the registration fee. Based
on the average of the high and low prices for the Common Stock on the New York
Stock Exchange on April 27, 1998.
(3) The Rights are to purchase the Registrant's Cumulative Participating Junior
Preferred Stock. Until the occurrence of certain prescribed events, none of
which has occurred as of the date of this Registration Statement, the Rights are
not exercisable, are evidenced by the certificates representing the Registrant's
Common Stock, and will be transferred along with, and only with, the
Registrant's Common Stock.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Capital One Financial Corporation (the "Registrant") is filing this
Registration Statement solely to register additional shares of Common Stock
issuable pursuant to incentive awards granted or to be granted under the
Registrant's 1994 Stock Incentive Plan (the "Plan"). This Registration
Statement incorporates by reference the following documents, except as
superseded or modified as described herein:
(a) The Registrant's Annual Report on Form 10-K for the year ended December 31,
1997.
(b) The Registrant's Current Reports on Form 8-K, dated January 25, 1998 and
April 16, 1998.
(c) The contents of the Registrant's earlier Registration Statements Nos.
33-86986 and 333-4586 which relate to 7,370,880 shares of Common Stock
issuable pursuant to incentive awards granted or to be granted under the
Plan, and any documents incorporated by reference therein including any
such documents subsequently filed by the Registrant. The maximum number of
shares that may be issuable under the Plan is 10,620,880.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents. Any statement contained in any
such incorporated document shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a statement contained
in any other incorporated document subsequently filed (or in this Registration
Statement, with respect to an incorporated document filed prior to the filing
hereof), modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
John G. Finneran, Jr., Senior Vice President, General Counsel and Corporate
Secretary of the Registrant, who has rendered the opinion attached hereto as
Exhibit 5 holds 2,674 shares of Common Stock and options to purchase an
additional 162,273 shares of Common Stock issued under the Plan.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION REFERENCE
- ------------------ ------------------------------------------ -------------------------------
<S> <C> <C>
4 Rights Agreement dated as of November 16, Incorporated by reference to
1995 between Capital One Financial the Registrant's Report on
Corporation and First Chicago Trust Form 8-K, filed November 16,
Company of New York (as successor to 1995
Mellon Bank, N.A. as Rights Agent)
5 Opinion of Counsel Filed herewith
23.1 Consent of Counsel Contained in Exhibit 5
23.2 Consent of Ernst & Young LLP Filed herewith
24 Power of Attorney Set forth on signature page
</TABLE>
2
<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 Commonwealth of Virginia, on the 1st day of May, 1998.
CAPITAL ONE FINANCIAL CORPORATION
By: /s/ John G. Finneran, Jr.
---------------------------------------------
John G. Finneran, Jr.
Senior Vice President, General Counsel
and Corporate Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints James M. Zinn and John G. Finneran, Jr., Esq. his
true and lawful attorney-in-fact and agent, for him, with full power of
substitution and resubstitution, for him and in his name, place and stand, 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 attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all interests and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute or substitutes may lawfully do or
cause to be done by virtue hereof.
3
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities indicated below on the 1st day of May, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Richard D. Fairbank
- ------------------------------------- Director, Chairman and Chief Executive Officer
Richard D. Fairbank (Principal Executive Officer)
/s/ Nigel W. Morris
- -------------------------------------- Director, President and Chief Operating Officer
Nigel W. Morris
/s/ James M. Zinn
- -------------------------------------- Senior Vice President and Chief Financial Officer
James M. Zinn (Principal Accounting and Financial Officer)
/s/ W. Ronald Dietz
- -------------------------------------- Director
W. Ronald Dietz
/s/ James A. Flick, Jr.
- -------------------------------------- Director
James A. Flick, Jr.
/s/ Patrick W. Gross
- -------------------------------------- Director
Patrick W. Gross
/s/ James V. Kimsey
- -------------------------------------- Director
James V. Kimsey
/s/ Stanley I. Westreich
- -------------------------------------- Director
Stanley I. Westreich
</TABLE>
4
<PAGE>
Exhibit Index
-------------
<TABLE>
<CAPTION>
Sequential
Exhibit Number Description Page Number
- ------------------- ------------------------------------------ -------------------------
<S> <C> <C>
4 Rights Agreement dated as of November 16, Incorporated by
1995 between Capital One Financial reference to the
Corporation and First Chicago Trust Registrant's Report on
Company of New York (as successor to Form 8-K, filed November
Mellon Bank, N.A. as Rights Agent) 16, 1995
5 Opinion of Counsel
23.1 Consent of Counsel Contained in Exhibit 5
23.2 Consent of Ernst & Young LLP
24 Power of Attorney Set forth on signature
page
</TABLE>
5
<PAGE>
EXHIBIT 5
<PAGE>
[CAPITAL ONE LETTERHEAD]
May 1, 1998
Board of Directors
Capital One Financial Corporation
2980 Fairview Park Drive, Suite 1300
Falls Church, Virginia 22042
Gentlemen:
As the General Counsel of Capital One Financial Corporation (the
"Company"), I have participated in the preparation of a Registration Statement
on Form S-8 to be filed with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended (the "Registration Statement"), with
respect to the registration of 3,250,000 shares of the Company's common stock,
par value $.01 per share, (the "Common Stock") authorized for issuance upon the
exercise of options granted under the Company's 1994 Stock Incentive Plan (the
"Plan"). I am familiar with the Registration Statement and have examined such
corporate documents and records, including the Plan, and such matters of law as
I have considered appropriate to enable me to render the following opinion.
On the basis of the foregoing, I am of the opinion that the shares of
Common Stock have been duly authorized and when issued and sold consistent with
the terms of the Plan and the related resolutions of the Board of Directors and
the Compensation Committee, will be validly issued, fully paid and non-
assessable shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement and to the reference to me under the caption "Interests
of Named Experts and Counsel" in the Registration Statement.
Very truly yours,
/s/ John G. Finneran, Jr.
John G. Finneran, Jr.
General Counsel
<PAGE>
Exhibit 23.2
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333- ) pertaining to the 1994 Stock Incentive Plan of Capital
One Financial Corporation of our report dated January 15, 1998, with respect to
the consolidated financial statements of Capital One Financial Corporation
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Washington, D.C.
May 1, 1998
