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As Filed With the Securities and Exchange Commission on March 10, 1995
Registration No. ___________
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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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ADVANTA CORP.
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(Exact name of issuer as specified in its charter)
Delaware 23-1462070
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(State of Incorporation) (I.R.S. Employer Identification No.)
Brandywine Corporate Center, 650 Naamans Road, Claymont Delaware 19703
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(Address of Principal Executive Offices) (Zip Code)
ADVANTA MANAGEMENT
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INCENTIVE PLAN WITH STOCK ELECTION IV
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(Full Title of the Plan)
Gene S. Schneyer, Esquire
Advanta Corp.
Five Horsham Business Center
300 Welsh Road
Horsham, PA 19044
(215) 657-4000
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(Name, address and telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================
Title of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered(1) Offering Price Per Aggregate Offering Registration
Registered Share (2) Price (2) Fee
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<S> <C> <C> <C> <C>
Class B
Common Stock,
$.01 par
value..... 500,000 $30.75 $15,375,000 $5,302.00
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</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered or
issued to prevent dilution resulting from stock splits, stock dividends or
similar transactions effected without the receipt of consideration.
(2) Determined in accordance with Rule 457(h) solely for the purpose of
calculating the Registration Fee, based upon the average of the high and low
prices of the Class B Common Stock as reported by the National Association of
Securities Dealers Automated Quotation ("NASDAQ") National Market System on
March 8, 1995.
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PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
As required by the Securities and Exchange Commission (the
"Commission"), the Company hereby incorporates by reference the following
documents which have been filed with the Commission:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1993;
(b) the Company's Quarterly Reports on Form 10-Q for the periods
ended March 31, June 30, and September 30, 1994;
(c) The Company's Current Reports on Form 8-K dated January 26, April
19, July 20, October 19 and December 22, 1994 and January 24, 1995; and
(d) the description of the Company's Class B Common Stock which is
contained in the Registration Statement on Form 8-A filed by the Company to
register such securities under Section 12 of the Exchange Act, File No.
0-14120, including any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company 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 the Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes hereof to the extent that a
statement contained herein or any subsequently filed document which is deemed
to be incorporated by reference herein modifies or supersedes such document.
Any statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.
Item 4. Not Applicable.
Item 5. Not Applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the Delaware General Corporation Law provides, inter
alia, that under specified circumstances a corporation shall have the power to
indemnify any person who is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding by reason of the
fact that such person is or was a director, officer, employee or agent of the
corporation, against expenses, attorneys' fees, judgments, fines and
settlements. The By-Laws of the Company provide that the Company shall
indemnify any director, officer, employee or agent of the Company to the
fullest extent now or hereafter permitted by law in connection with any such
action, suit or proceeding. The By-Laws further provide that the Board of
Directors of the Company may, by resolution, indemnify any person other than a
director, officer, employee or agent of the Company for liabilities incurred in
connection with services rendered for or at the request of the Company or its
subsidiaries. In addition, consistent with Section 102 of the Delaware General
Corporation Law, the Company's Certificate of Incorporation limits the personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for certain breaches of fiduciary duty. The Company maintains
director and officer liability insurance which would provide coverage against
certain securities law liabilities.
Item 7. Not Applicable.
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ITEM 8. EXHIBITS.
4.1. Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 4.1 to the Pre-Effective
Amendment No. 1 to the Registrant's Registration Statement on
Form S-3 (File No. 33-53475), as filed with the Securities and
Exchange Commission on June 10, 1994).
4.2. By-Laws of Registrant, as amended (incorporated by reference
to Exhibit 3.ii to the Registrant's Current Report on Form 8-K
dated December 22, 1994, as filed with the Securities and
Exchange Commission on the same date).
5. Opinion of Gene S. Schneyer, Esquire (filed herewith).
15. Not applicable.
23.1. Consent of Arthur Andersen LLP (filed herewith).
23.2. Consent of Gene S. Schneyer, Vice President, Secretary and
General Counsel (included in Exhibit 5).
24. Powers of Attorney (included on signature page).
27. Not applicable.
28. Not applicable.
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;
(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, individually or in the
aggregate, represent a fundamental change in the information set forth in the
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 by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
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(2) 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.
(3) 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.
(b) 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 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 that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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.
EXPERTS
The consolidated financial statements and schedules incorporated by
reference in this Registration Statement to the extent and for the periods
indicated in their reports have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are incorporated herein in reliance upon the authority of said
firm as experts in giving said reports.
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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 Horsham Township, Montgomery County, Commonwealth of
Pennsylvania, on March 9, 1995.
Advanta Corp.
By: /s/ Richard A. Greenawalt
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Richard A. Greenawalt, President, Chief
Operating Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does
hereby constitute and appoint Dennis Alter, Richard A. Greenawalt, Alex W.
Hart, John J. Calamari, David D. Wesselink and Gene S. Schneyer, or any of them
(with full power to each of them to act alone), his or her true and lawful
attorney-in-fact and agent, with full power of substitution, for him or her and
on his or her behalf to sign, execute and file this Registration Statement and
any or all amendments (including, without limitation, post-effective
amendments and any amendment or amendments increasing the amount of securities
for which registration is being sought) to this Registration Statement, with
all exhibits and any and all documents required to be filed with respect
thereto, with the Securities and Exchange Commission or any regulatory
authority, granting unto such attorneys-in-fact and agents, and each of them,
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 in order to
effectuate the same as fully to all intents and purposes as he or she might or
could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, or their substitute or
substitutes, may lawfully do or cause to be done.
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.
<TABLE>
<CAPTION>
Signature Date
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<S> <C>
/s/ Dennis Alter March 2, 1995
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Dennis Alter
Chairman of the Board, Chief Executive
Officer and Director
/s/ Alex W. Hart March 2, 1995
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Alex W. Hart
Executive Vice Chairman and
Director
/s/ Richard A. Greenawalt March 2, 1995
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Richard A. Greenawalt
President, Chief Operating
Officer and Director
</TABLE>
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<TABLE>
<S> <C>
/s/ David D. Wesselink March 2, 1995
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David D. Wesselink
Senior Vice President and Chief
Financial Officer
/s/ John J. Calamari March 7, 1995
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John J. Calamari
Vice President, Finance, and
Chief Accounting Officer
/s/ Arthur P. Bellis March 2, 1995
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Arthur P. Bellis, Director
/s/ Max Botel March 2, 1995
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Max Botel, Director
/s/ Richard J. Braemer March 2, 1995
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Richard J. Braemer, Director
/s/ Anthony P. Brenner March 2, 1995
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Anthony P. Brenner, Director
/s/ William C. Dunkelberg March 2, 1995
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William C. Dunkelberg, Director
/s/ Robert C. Hall March 2, 1995
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Robert C. Hall, Director
/s/ Warren Kantor March 2, 1995
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Warren Kantor, Director
/s/ Ronald J. Naples March 2, 1995
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Ronald J. Naples, Director
/s/ Phillip A. Turberg March 2, 1995
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Phillip A. Turberg, Director
</TABLE>
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EXHIBIT INDEX
Item
4.1. Restated Certificate of Incorporation of Registrant, as amended
(incorporated by reference to Exhibit 4.1 to Pre-Effective Amendment
No. 1 to the Registrant's Registration Statement on Form S-3 (File No.
33-53475) as filed with the Securities and Exchange Commission on June
10, 1994).
4.2. By-Laws of Registrant, as amended (incorporated by reference to
Exhibit 3.ii to the Registrant's Current Report on Form 8-K dated
December 22, 1994, as filed with the Securities and Exchange
Commission on the same date).
5. Opinion of Gene S. Schneyer, Esquire (filed herewith).
15. Not applicable.
23.1. Consent of Arthur Andersen LLP (filed herewith).
24.2. Consent of Gene S. Schneyer, Vice President, Secretary and General
Counsel (included in Exhibit 5).
24. Powers of Attorney (included on signature page).
27. Not applicable.
28. Not applicable.
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EXHIBIT 5
March 9, 1995
Advanta Corp.
650 Naamans Road
Brandywine Corporate Center
Claymont, DE 19703
Ladies and Gentlemen:
I am Vice President, Secretary and General Counsel of Advanta Corp. (the
"Company"), and have acted as counsel for the Company in connection with the
filing of a Registration Statement on Form S-8 under the Securities Act of
1933, as amended, registering 500,000 shares of Advanta Corp. Class B Common
Stock, par value $.01 per share (the "Class B Common Stock"), proposed to be
offered and issued pursuant to the Advanta Management Incentive Plan With Stock
Election IV (the "Plan"). I am familiar with the requirements of the
Securities Act of 1933, as amended, and the rules and regulations promulgated
pursuant thereto. I have examined the Company's Restated Certificate of
Incorporation, the Company's By-Laws, as amended and such other corporate
records and proceedings of the Company as I have deemed necessary or advisable
in rendering this opinion.
Based upon the foregoing, it is my opinion that, when issued pursuant to the
terms of the Plan, the Class B Common Stock will be duly authorized, legally
issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8.
Sincerely yours,
/s/ Gene S. Schneyer
Gene S. Schneyer
Vice President, Secretary
and General Counsel
GSS:atw
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement and the related Prospectus of
our reports dated January 25, 1994 included in the Advanta Corp. Form 10-K for
the year ended December 31, 1993, and to all references to our Firm included in
this Form S-8 Registration Statement and the related Prospectus.
Philadelphia, PA Arthur Andersen LLP
March 9, 1995
