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As filed with the Securities and Exchange Commission on January 30, 1998
Registration No. 333-_______
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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
(Address, including zip code, of
Registrant's principal executive offices)
__________
CAPITAL ONE FINANCIAL CORPORATION
ASSOCIATE SAVINGS 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
(703) 205-1030
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
__________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================
Title of Security Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Aggregate Registration
Per Unit Offering Price Fee
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock $.01 par value 750,000 (1)(2) $60.71875(3) $45,539,062.50 $13,434.03
================================================================================================================
</TABLE>
(1) Represents the maximum number of shares of Common Stock of Capital One
Financial Corporation (the "Registrant") that may be offered and sold
hereunder.
(2) Represents an estimate of the number of shares that will be purchased with
aggregate employee contributions to be made to the plan during the four-year
period from January 30, 1998 through December 31, 2001.
(3) Estimated solely for purposes of calculating the Registrant's fee. Based on
the average of the high and low prices for the Common Stock reported on the
New York Stock Exchange on January 27, 1998.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of interests to be
offered or sold pursuant to the employee benefit plan described above.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by Capital One Financial
Corporation (the "Registrant") with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference in this Registration Statement, except as
superseded or modified as described herein:
(a) The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.
(b) The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997, and September 30, 1997.
(c) The Registrant's Current Reports on Form 8-K, dated January 28, 1997,
July 18, 1997, September 24, 1997, December 22, 1997 and January 15, 1998.
(d) The descriptions of the Registrant's Common Stock which are contained in
the registration statements on Form 8-A filed on August 24, 1994 and
November 16, 1995 by the Registrant to register such securities under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such descriptions.
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 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
John G. Finneran, Jr., general counsel of the Registrant, who has rendered
the opinion attached hereto as Exhibit 5.1, owns approximately 627 shares of
Common Stock acquired under Registrant's 1994 Associate Stock Purchase Plan,
owns 1000 shares of Common Stock and holds options to purchase 191,298 shares of
Common Stock issued under Registrant's 1994 Stock Incentive Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the General Corporation Law of the State of Delaware
(the "GCL"), a corporation may indemnify any person who was or is a party, or is
threatened to be made a party, to any action, suit or proceeding by reason of
the fact that he or she is or was a director or officer of such corporation if
such person
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acted in good faith and in a manner he or she reasonably believed to be in and
not opposed to the best interest of the corporation and, with respect to a
criminal action or proceeding, such person had no reasonable cause to believe
that his or her conduct was unlawful, except that, in the case of any action or
suit by or in the right of the corporation, no indemnification is permitted if
the person shall be adjudged liable to the corporation other than
indemnification for such expenses as a court shall determine such person is
fairly and reasonably entitled to.
Article XI of the Registrant's Restated Certificate of Incorporation and
Section 6.7 of the Registrant's By-laws provide, in general, for mandatory
indemnification of directors and officers to the fullest extent permitted from
time to time by the GCL or any other applicable law, against liability incurred
by them in proceedings instituted or threatened against them by third parties,
or by or on behalf of the Registrant itself, relating to the manner in which
they performed their duties unless they have been guilty of willful misconduct
or of a knowing violation of the criminal law.
Under Article X of the Registrant's Restated Certificate of Incorporation, a
director of the Registrant is not personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Registrant or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the GCL, or (iv) for any transaction from which the director
derived an improper personal benefit.
The Registrant also maintains a directors and officers insurance policy
generally covering the activities for which such persons are entitled to
indemnification.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION REFERENCE
------- ------------ ---------
5.1 Opinion of Counsel Filed herewith
23.1 Consent of Counsel Contained in Exhibit 5.1
23.2 Consent of Independent Auditors Filed herewith
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933, as amended, (the "Securities Act").
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which,
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individually or in the aggregate, represent a fundamental change
in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Securities and Exchange Commission
pursuant to Rule 424(b) under the Securities Act if, in the
aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement.
(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Securities and Exchange Commission by the
Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
thereby, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered thereby, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, 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 Securities 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
Securities Act and will be governed by the final adjudication of such
issue.
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SIGNATURES
THE REGISTRANT
- --------------
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 County of Fairfax, Commonwealth of Virginia, on January 30,
1998.
CAPITAL ONE FINANCIAL CORPORATION
By: /s/ John G. Finneran, Jr.
------------------------------
John G. Finneran, Jr., Esquire
Corporate Secretary
Each person whose signature appears below constitutes and appoints James M.
Zinn and John G. Finneran, Jr., and each of them, his true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, and in any and all capacities, to sign any or
all 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, state securities law administrators, other
governmental authorities, the National Association of Securities Dealers, Inc,
and stock exchanges, granting unto said attorneys-in-fact and agents 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 might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on January 30, 1998.
<TABLE>
<S> <C>
/s/ Richard D. Fairbank Chairman of the Board, Chief Executive Officer,
- --------------------------- and Director (Principal Executive Officer)
Richard D. Fairbank
President and Chief Operating Officer and Director
- ---------------------------
Nigel W. Morris
/s/ James M. Zinn Senior Vice President (Principal Financial Officer
- --------------------------- and Principal Accounting Officer)
James M. Zinn
/s/ William Ronald Dietz Director
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William Ronald Dietz
/s/ James A. Flick, Jr. Director
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James A. Flick, Jr.
Director
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Patrick W. Gross
/s/ James V. Kimsey Director
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James V. Kimsey
/s/ Stanley I. Westreich Director
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Stanley I. Westreich
</TABLE>
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THE PLAN
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Pursuant to the requirements of the Securities Act of 1933, the members of
the plan Committee have duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the County of
Fairfax, Commonwealth of Virginia, on January 30, 1998.
CAPITAL ONE FINANCIAL CORPORATION
ASSOCIATE SAVINGS PLAN
By: /s/ John G. Finneran, Jr.
----------------------------------
John G. Finneran, Jr.
On behalf of the Benefits Committee
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<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
Exhibit Sequential
Number Description Page Number
-------- ----------- -----------
<S> <C> <C>
5.1 Opinion of Counsel 9
23.2 Consent of Independent Auditors 10
</TABLE>
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<PAGE>
[LETTERHEAD OF CAPITAL ONE APPEARS HERE]
Exhibit 5.1
January 30, 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 750,000 shares of Common Stock, par value $.01
per share, of the Company to be issued pursuant to the Capital One Financial
Corporation Associate Savings 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, when issued consistent with the terms of the Plan, will be binding
obligations of the Company enforceable against the Company in accordance with
their terms and conditions.
I hereby consent to the filing of this opinion as Exhibit 5.1 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., Esq.
General Counsel
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333- ) pertaining to the Capital One Financial Corporation Associate
Savings Plan of our report dated January 21, 1997, 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, 1996, filed with the Securities and Exchange Commission.
Washington, D.C. /s/ Ernst & Young LLP
January 30, 1996
