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As filed with the Securities and Exchange Commission on November 19, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 54-171854
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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2980 Fairview Park Drive, Suite 1300
Falls Church, Virginia 22042-4525
(Address, including zip code, of
Registrant's principal executive offices)
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CAPITAL ONE FINANCIAL CORPORATION
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
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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) 205-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
================================================================================
Title of Security Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Registration
Per Unit (2) Offering Price Fee
- ----------------- -------------- ---------------- ---------------- -------------
Stock Options (3) 150,000 $22.5833 $3,387,495 $941.72
================= ============== ================ ================ =============
(1) Calculated pursuant to General Instruction E on Form S-8.
(2) Purchase price of the Stock Options registered for sale under the Plan.
(3) The Securities registered hereunder represent options to purchase shares of
common stock, $.01 par value ("Common Stock"), of the Registrant issuable
under the Registrant's 1994 Stock Incentive Plan (the "Plan) in
consideration for the agreement of a recipient to forgo certain potential
incentive compensation payments. The shares of Common Stock issuable upon
the exercise of the Stock Options either were registered previously under
the Securities Act of 1933, as amended, pursuant to Registration Statement
333-78067 (dated May 7, 1999), or will be registered before the Stock
Options are exercised.
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INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of Capital One Financial Corporation (the "Registrant")
on Form S-8 relating to the same employee benefit plan is effective.
This Registration Statement incorporates by reference the contents of the
Registrant's earlier Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "SEC") on August 6, 1999 (File No.
333-84693) relating to 850,000 options issuable under the Registrant's 1994
Stock Incentive Plan, and any documents incorporated by reference therein,
including any documents subsequently filed by the Registrant. The maximum number
of options that may be issued under this Registration Statement and Registration
Statement No. 333-84693 is 1,000,000.
Item 5. Interests of Named Experts and Counsel.
John G. Finneran, Jr., Esq., Senior Vice President, General Counsel and
Corporate Secretary of the Registrant, who has rendered the opinion attached
hereto as Exhibit 5, holds 24,170 shares of Common Stock, vested options to
purchase an additional 332,271 shares of Common Stock issued under the Plan and
unvested options to purchase an additional 343,501 shares of Common Stock issued
under the Plan.
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INDEX TO EXHIBITS
Exhibit Description Reference
Number
------- ----------- ---------
5 Opinion of Counsel Filed herewith
23.1 Consent of Counsel Contained in Exhibit 5
23.2 Consent of Independent Auditors Filed herewith
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 18th day of November, 1999.
CAPITAL ONE FINANCIAL CORPORATION
By /s/ John G. Finneran, Jr.
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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 David M. Willey 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.
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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 18th day of November, 1999.
SIGNATURE TITLE
/s/ Richard D. Fairbank
- ----------------------- Director, Chairman and Chief Executive
Richard D. Fairbank Officer (Principal Executive Officer)
/s/ Nigel W. Morris
- ------------------- Director, President and Chief Operating
Nigel W. Morris Officer
/s/ David M. Willey
- ------------------- Senior Vice President, Corporate
David M. Willey Financial Management and Treasurer
(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
- ------------------------ Director
Stanley I. Westreich
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EXHIBIT INDEX
Exhibit Sequential
Number Description Page Number
- ------- ----------- -----------
5 Opinion of Counsel 6
23.2 Consent of Independent Auditors 7
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[CAPITAL ONCE LETTERHEAD] Exhibit 5
November 18, 1999
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 offer and sale of stock options in the maximum aggregate dollar
amount of $3,387,495 ("Stock Options"), exercisable to purchase shares of Common
Stock, par value $.01 per share, of the Company, to be issued pursuant to the
Capital One Financial Corporation 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 Stock
Options, when issued consistent with the terms of the Plan and the related
resolutions of the Board of Directors and the Compensation Committee, 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 to the
Registration Statement.
Very truly yours,
/s/ John G. Finneran, Jr.
John G. Finneran, Jr., Esq.
General Counsel
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Exhibit 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-XXXXX) pertaining to the Capital One Financial Corporation 1994
Stock Incentive Plan of our report dated January 19, 1999, 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, 1998, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
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Washington, D.C.
November 18, 1999
