<PAGE> 1
As Filed With the Securities and Exchange Commission, via the EDGAR system, on
May __, 1996
Registration No. 33-_____
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
ADVANTA CORP.
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(Exact name of issuer as specified in its charter)
Delaware 23-1462070
------------------------- -------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)
Five Horsham Business Center, 300 Welsh Road, Horsham, PA 19044
---------------------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
ADVANTA MANAGEMENT
------------------
INCENTIVE PLAN WITH STOCK ELECTION IV
-------------------------------------
(Full title of the Plan)
Gene S. Schneyer, Esquire
Advanta Corp.
Five Horsham Business Center
300 Welsh Road. Horsham, PA 19044
(215) 657-4000
- --------------------------------------------------------------------------------
(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
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class B
Common Stock,
$.01 par
value..... 1,000,000 $51.875 $51,875,000 $17,888
- ---------------------------------------------------------------------------------------------------
</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
May 17, 1996.
EXCEPT AS AMENDED AND SUPERSEDED HEREBY, THE CONTENTS OF THE
REGISTRANT'S REGISTRATION STATEMENT NO. 33-58029, FILED MARCH 10, 1995,
IS INCORPORATED HEREIN BY REFERENCE.
<PAGE> 2
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
4.1. Restated Certificate of Incorporation of Registrant
(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 amended by the Certificate
of Designations, Preferences, Rights and Limitations of the
Registrant's 6 3/4% Convertible Class B Preferred Stock,
Series 1995 (Stock Appreciation Income Linked Securities
(SAILS)) (incorporated by reference to Exhibit 4.3 to the
Registrant's Current Report on Form 8-K dated August 15, 1995,
filed 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).
28. Not applicable.
99. Not Applicable.
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, and are incorporated herein in reliance upon
the authority of said firm as experts in giving said reports.
II-1
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of l933, 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 May 22, 1996.
Advanta Corp.
By: /s/ Richard A. Greenawalt
---------------------------------------
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 Greenawalt, Alex W. Hart,
John J. Calamari, David D. Wesselink, William A. Rosoff 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 l933, this
Registration Statement has been signed by the following persons on behalf of
the Registrant and in the capacities indicated on the 22nd day of May, 1996.
<TABLE>
<CAPTION>
Name Title
- --------- -----
<S> <C>
/s/ Dennis Alter Chairman of the Board
- -------------------------------------------
Dennis Alter
/s/ Alex W. Hart Chief Executive Officer
- ------------------------------------------- and Director
Alex W. Hart
/s/ Richard A. Greenawalt President, Chief Operating
- ------------------------------------------- Officer and Director
Richard A. Greenawalt
/s/ William A. Rosoff Vice Chairman and Director
- -------------------------------------------
William A. Rosoff
/s/ David D. Wesselink Senior Vice President and
- ------------------------------------------- Chief Financial Officer
David D. Wesselink
</TABLE>
II-2
<PAGE> 4
<TABLE>
<CAPTION>
Name Title
- --------- -----
<S> <C>
/s/ John J. Calamari Vice President, Finance and
- ------------------------------------------- Chief Accounting Officer
John J. Calamari
/s/ Arthur P. Bellis Director
- -------------------------------------------
Arthur P. Bellis
/s/ Max Botel Director
- -------------------------------------------
Max Botel
/s/ Richard J. Braemer Director
- -------------------------------------------
Richard J. Braemer
/s/ Anthony P. Brenner Director
- -------------------------------------------
Anthony P. Brenner
/s/ William C. Dunkelberg Director
- -------------------------------------------
William C. Dunkelberg
/s/ Dana Becker Dunn Director
- -------------------------------------------
Dana Becker Dunn
/s/ Robert C. Hall Director
- -------------------------------------------
Robert C. Hall
/s/ Warren Kantor Director
- -------------------------------------------
Warren Kantor
/s/ James E. Ksansnak Director
- -------------------------------------------
James E. Ksansnak
/s/ Ronald J. Naples Director
- -------------------------------------------
Ronald J. Naples
/s/ Phillip A. Turberg Director
- -------------------------------------------
Phillip A. Turberg
</TABLE>
II-3
<PAGE> 5
EXHIBIT INDEX
Item
4.1. Restated Certificate of Incorporation of Registrant (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 amended by the Certificate of Designations, references, Rights and
Limitations of the Registrant's 6 3/4% Convertible Class B referred
Stock, Series 1995 (Stock Appreciation Income Linked Securities
(SAILS)) (incorporated by reference to Exhibit 4.3 to the Registrant's
Current Report on Form 8-K dated August 15, 1995, filed 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).
28. Not applicable.
99. Not applicable.
<PAGE> 1
EXHIBIT 5
May 22, 1996
Advanta Corp.
Five Horsham Business Center
300 Welsh Road
Horsham, PA 19044
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 an additional 1,000,000 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, as amended, 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 of our reports dated January
22, 1996 on the Advanta Corp. consolidated financial statements included in the
Advanta Corp. Form 10-K for the year ended December 31, 1995, and to all
references to our Firm included in this Form S-8 Registration Statement.
Philadelphia, PA Arthur Andersen LLP
May 22, 1996
