<PAGE>
As filed with the Securities and Exchange Commission on May 7, 1999
Registration No. 333-
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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) 205-1030
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Security to Amount to be Offering Price Aggregate Registration
be Registered Registered(1) Per Unit Offering Price(2) Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock
$.01 par value, 3,250,000 $169.375 $550,468,750 $153,030.32
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 29, 1999.
(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
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 contents of the Registrant's earlier Registration
Statements Nos. 33-86986, 333-4586 and 333-51637 which relate to 10,620,880
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 13,870,880.
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 6,357 shares of Common Stock and options to purchase
an additional 112,857 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, 1995, Incorporated by reference to the
between Capital One Financial Corporation and Registrant's Current Report on
First Chicago Trust Company of New York (as Form 8-K, filed November 16, 1995
successor to Mellon Bank, N.A.) as Rights Agent
4.1 Amendment Number 1 to Rights Agreement, dated Incorporated by reference to the
as of April 29, 1999, between Capital One Registrant's Current Report on
Financial Corporation and First Chicago Trust Form 8-K, filed May 5, 1999
Company of New York (as successor to 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 Independent Auditors Filed herewith
24 Power of Attorney Set forth on signature page
</TABLE>
<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 6th day of May, 1999.
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 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.
<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 6th day of May, 1999.
<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/ David M. Willey
- ------------------------------------- Senior Vice President, Corporate Financial
David M. Willey 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
/s/ Stanley I. Westreich
- ------------------------------------- Director
Stanley I. Westreich
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
---------------
Sequential
Exhibit Number Description Page Number
---------------- -------------- -----------------
<S> <C> <C>
4 Rights Agreement, dated as of November 16, 1995, Incorporated by reference
between Capital One Financial Corporation and to the Registrant's Current Report
First Chicago Trust Company of New York (as on Form 8-K, filed November 16,
successor to Mellon Bank, N.A.) as Rights Agen 1995
4.1 Amendment Number 1 to Rights Agreement, dated Incorporated by reference to the
as of April 29, 1999, between Capital One Registrant's Current Report on
Financial Corporation and First Chicago Trust Form 8-K, filed May 5, 1999
Company of New York (as successor to Mellon
Bank, N.A.) as Rights Agent
5 Opinion of Counsel
23.1 Consent of Counsel Contained in Exhibit 5
23.2 Consent of Independent Auditors
24 Power of Attorney Set forth on signature page
</TABLE>
<PAGE>
[Capital One Letterhead]
Exhibit 5
May 6, 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 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 INDEPENDENT AUDITORS
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 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
Washington, D.C.
May 5, 1999
