<PAGE> 1
As filed with the Securities and Exchange Commission, via EDGAR, on October 25,
1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
ADVANTA CORP.
---------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 23-1462070
---------------------------- ------------------------------------
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or
organization)
Welsh & McKean Roads, Spring House, Pennsylvania 19477
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
ADVANTA MANAGEMENT INCENTIVE PLAN 2000
(Full title of the plan)
Elizabeth H. Mai, Esquire
Senior Vice President, Secretary and General Counsel
Advanta Corp.
Welsh & McKean Roads
Spring House, Pennsylvania 19477
---------------------------------------
(Name and address of agent for service)
(610) 657-4000
-------------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered(1) Per Share(2) Offering Price Fee
<S> <C> <C> <C> <C>
Class B Common Stock,
$0.01 par
value 250,000 shares $12.75 $3,187,500 $886.13
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
Registration Statement also covers such additional securities as may
hereafter be offered or issued pursuant to the Advanta Management
Incentive Plan 2000 (the "Plan") to prevent dilution resulting from
stock splits, stock dividends, recapitalizations or certain other
capital adjustments.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and 457(h)(1) under the Securities Act of
1933, as amended (the "Securities Act"), based on the average of the
high and low prices for the Class B Common Stock, $0.01 par value, of
the Registrant (the "Common Stock") as quoted on The Nasdaq National
Market of the Nasdaq Stock Market, Inc. on October 18, 1999.
</TABLE>
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Advanta Corp. (the
"Registrant" or the "Company") 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:
1. The Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1999 and June 30, 1999.
3. The Registrant's Current Reports on Form 8-K, filed with
the Commission on January 25, 1999, January 26, 1999, March 3, 1999, April 27,
1999, May 3, 1999, July 27, 1999, September 17, 1999 and October 25, 1999.
4. The description of the Company's Class B Common Stock
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 filed by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment to
this Registration Statement that indicates that all securities offered hereby
have been sold or that deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of any such document.
Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed to constitute a part hereof except as so modified or
superseded.
Item 4. Description of Securities.
Not applicable.
<PAGE> 4
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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 ByLaws 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 Restated 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.
The Company carries a liability insurance policy for its
officers and directors.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following Exhibits are filed as part of this Registration
Statement:
Exhibit No.
4 Advanta Management Incentive Plan 2000.
5 Opinion of Wolf, Block, Schorr and Solis-
Cohen LLP.
23.1 Consent of Arthur Andersen, LLP, independent
accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-
Cohen LLP (contained in Exhibit 5).
<PAGE> 5
24 Power of Attorney (included on signature
page in Part II of the Registration
Statement).
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, 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 Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than 20 percent
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
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended (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 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in the registration
<PAGE> 6
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
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.
<PAGE> 7
SIGNATURES AND POWER OF ATTORNEY
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 Lower Gwynedd Township, Montgomery County, Commonwealth of
Pennsylvania, on this 25th day of October, 1999.
ADVANTA CORP.
By: /s/ William A. Rosoff
---------------------------------
Name: William A. Rosoff
Title: President and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Dennis Alter, William A.
Rosoff, Philip M. Browne, James L. Shreero, Jeffrey D. Beck and Elizabeth H.
Mai, and each of them, jointly and severally, his or her true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments to this Registration
Statement (including post-effective amendments), and to file the same, with all
exhibits thereto, and other documents in connection therewith (including,
without limitation, any related Registration Statement or amendment thereto
filed in accordance with Rule 462 under the Securities Act of 1933, as amended),
with the Securities and Exchange Commission, 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 as to all intents and purposes as she or he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
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 October 25, 1999.
<TABLE>
<CAPTION>
Name Title
<S> <C>
/s/ Dennis Alter Chief Executive Officer and
- --------------------------------- Chairman of the Board
Dennis Alter
</TABLE>
<PAGE> 8
<TABLE>
<CAPTION>
Name Title
<S> <C>
/s/ William A. Rosoff President and Director
- ----------------------------------
William A. Rosoff
/s/ Olaf Olafsson Director
- ----------------------------------
Olaf Olafsson
/s/ Philip M. Browne Senior Vice President and Chief
- ---------------------------------- Financial Officer
Philip M. Browne
/s/ James L. Shreero Vice President and Chief
- ---------------------------------- Accounting Officer
James L. Shreero
/s/ Arthur Bellis Director
- ----------------------------------
Arthur Bellis
/s/ Max Botel Director
- ----------------------------------
Max Botel
/s/ William C. Dunkelberg Director
- ----------------------------------
William C. Dunkelberg
/s/ Dana Becker Dunn Director
- ----------------------------------
Dana Becker Dunn
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
Name Title
<S> <C>
/s/ Robert C. Hall Director
- ----------------------------------
Robert C. Hall
/s/ James E. Ksansnak Director
- ----------------------------------
James E. Ksansnak
/s/ Ronald Lubner Director
- ----------------------------------
Ronald Lubner
/s/ Michael Stolper Director
- ----------------------------------
Michael Stolper
</TABLE>
<PAGE> 10
ADVANTA CORP.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
4 Advanta Management Incentive Plan 2000
5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP.
23.1 Consent of Arthur Andersen, LLP, independent accountants.
23.2 Consent of Wolf, Block, Schorr and Solis-Cohen LLP.
(contained in Exhibit 5).
24 Power of Attorney (included on signature page in Part II
of the Registration Statement).
<PAGE> 1
Exhibit 4
ADVANTA MANAGEMENT INCENTIVE PLAN 2000
1. Purpose.
This Plan is intended as an additional incentive to employees, other
than those employees who are Officers (as defined below) to enter into or remain
in the employ of Advanta Corp., a Delaware corporation (the "Company"), or a
subsidiary thereof and to devote themselves to the Company's success. This Plan
provides selected employees with an opportunity to acquire the Company's Class B
Common Stock, par value $0.01 per share (the "Common Stock").
2. Administration.
This Plan shall be administered by the Board of Directors of the
Company; however, the Board of Directors may designate a committee or committees
to operate and administer the Plan in its stead, or designate one or more
committees to operate the Plan in part, and itself operate the Plan with respect
to persons not within the jurisdiction of such committee. Any of such committees
designated by the Board of Directors, and the Board of Directors itself in its
administrative capacity with respect to the Plan, is referred to as the
"Committee." As used herein, the term "Officers" means any person who is an
"officer" as that term is used for purposes of the rules and regulations
governing companies listed on the NASDAQ National Market System. The Committee
shall hold meetings at such times and places as it may determine. Acts approved
at a meeting by a majority of the members of the Committee or acts approved in
writing by the unanimous consent of the members of the Committee shall be valid
acts of the Committee. The interpretation and construction by the Committee of
any provision of the Plan or of any Restricted Stock Award (as hereinafter
defined) awarded hereunder shall be final, binding and conclusive.
3. Eligibility.
All employees of the Company or a subsidiary thereof, other than
employees who are Officers, who are selected by the Committee to be eligible to
receive a bonus pursuant to the Advanta Management Incentive Plan shall be
eligible to receive shares (the "Restricted Shares") of Common Stock (the
"Restricted Stock Awards") pursuant to this Plan. A person receiving a
Restricted Stock Award under this Plan is referred to herein as an "Award
Recipient." For purposes of this Plan, "subsidiary" shall include any
corporation, partnership, joint venture or other entity in which the Company,
directly or indirectly, has an equity interest of at least twenty percent (20%)
or a significant financial interest, provided that the Committee has determined
that such entity shall be deemed a "subsidiary" for purposes of this Plan. The
aggregate maximum number of shares of Common Stock for which Restricted Stock
Awards may be awarded under this Plan is 250,000.
<PAGE> 2
4. Restricted Stock Awards.
(a) Discretionary Grants of Restricted Stock. The Committee shall have
the authority to make grants of Restricted Shares for a number of shares of
Common Stock, and on such terms and conditions as the Committee, in its
discretion, deems appropriate in order to take into account any facts and
circumstances that influence the effectiveness of this Plan, or of this Plan
along with any other plan or compensation arrangements of the Company, as a
means by which the Company may provide appropriate, current performance
incentives for eligible employees. Such facts and circumstances shall include,
but are not limited to, any facts and circumstances related to levels of
compensation and bonuses paid by other similarly situated employers, and current
needs of the Company to encourage the retention of valued employees and to
reward high levels of performance by such employees. The Committee's
determinations with respect to any grants under this Section 4 shall be final,
binding and conclusive.
(b) New Participants. At such time as any employee (other than an
employee who is or has been a participant in the Advanta Management Incentive
Plan with Stock Election IV, such plan being referred to hereafter as "AMIP IV")
becomes eligible to participate in this Plan for any reason (including promotion
or being newly hired), he or she shall be permitted to elect (which election
shall be irrevocable) a portion of such employee's annual bonus for services
performed during 2000 and 2001 to be received in the form of Common Stock. The
portion of each such bonus which may be elected in stock is an amount up to the
employee's anticipated Target Bonus (as defined below), calculated on the basis
of such employee's then base salary, and subject to such modifications as may be
specifically provided for herein or in the terms of any grant document made
applicable to such employee at the discretion of the Committee. The election
shall be performed by the employee's execution of such forms as may be
determined by the Committee. In general, the determination of the number of
shares of Common Stock to be granted to an employee by reason of his or her
election under this Section 4(b) shall be made by dividing the portion of the
new participant's Target Bonus by the Base Price (as hereinafter defined).
Nothing in this Plan shall be construed as permitting any person who is a
participant in AMIP IV to have any right to make an election with respect to any
grant of Restricted Shares made under this Plan, except to the extent otherwise
specified by the Committee. For purposes of this Plan, in general, a new
participant's "Target Bonus" shall mean his or her annualized target bonus for
the then current calendar year, and a new participant's "Base Price" shall mean
the average of the closing market prices per share of the Common Stock for each
trading day in the ninety day period ending on the day before the date the
recipient became eligible to participate in this Plan. Notwithstanding the
foregoing, all determinations made under this Section 4(b) shall be subject to
modification at the discretion of the Committee, including such modifications
and adjustments as are permitted under Section 4(d) below.
(c) Modification for Increases in Target Bonus Percentage. If any
employee who is eligible to receive grants under this Plan would become eligible
for a grant of Restricted Shares under the terms of AMIP IV as a result of an
increase in such employee's prospective target bonus to a higher percentage of
base salary, or if any employee who has received a grant of Restricted Shares
under this Plan under Section 4(b) above has an increase in his or her
prospective target bonus to a higher percentage of base salary (whether as a
consequence of such
<PAGE> 3
participant receiving a promotion, or of other action by the Committee), then,
to the extent that the participant previously elected to receive a percentage of
2000-2001 bonuses in stock under this Plan or under the terms of AMIP IV, as the
case may be, that election shall be likewise applied to the additional target
bonus resulting from the increase in the participant's target bonus percentage.
Except as may otherwise be specified by the Committee, the number of additional
shares of Restricted Stock awarded to the participant in such a case shall be
based on the average of the closing market prices of the Common Stock for each
trading day in the ninety day period ending on the day before the effective date
of the promotion or other action by the Committee ("Target Increase Base
Price"). If any employee is eligible for a grant of Restricted Shares under both
this Plan and under AMIP IV, to the extent possible, such grant of Restricted
Shares may, at the discretion of the Committee, be made under this Plan rather
than under AMIP IV, and such shares shall be subject to the same terms and
conditions as would have been applicable to such grant had it been made under
AMIP IV.
(d) Committee Adjustments to Restricted Stock Awards. In addition to
any discretionary authority of the Committee under any other provision of this
Plan, the Committee shall have the authority to make such adjustments to any of
the components used in making any calculations related to grants of Restricted
Shares, including determinations of the Base Price and Target Increase Base
Price of the Restricted Shares covered by a Restricted Stock Award under this
Plan. In addition, when making grants of Restricted Shares under this Plan, the
Committee may make such grants as an adjustment with respect to grants made
under any similar plan of the Company, and in doing so may make additional
Restricted Stock Awards on such terms and conditions as the Committee, in its
discretion, deems appropriate in order to meet the current needs of the Company
to encourage the retention of valued employees and to reward high levels of
performance by such employees. The Committee shall have authority to determine
the adjustments and grants made under this Section 4(d), and any such
determination by the Committee shall be final, binding and conclusive.
Notwithstanding the foregoing, nothing contained in this Section 4(d) shall
constitute authorization to grant more shares under the Plan than are authorized
in the aggregate for grants of Restricted Stock Awards under the terms of the
Plan. For these purposes, shares available for grant under the Plan shall
include shares subject to Restricted Stock Awards that have been previously
forfeited under the terms of the Plan.
5. Vesting.
(a) General. Restricted Shares shall fully vest upon the lapse of ten
years from the date they are awarded as Restricted Stock Awards or on such other
date as may be established by the Committee at its discretion. In addition, the
Committee may accelerate the vesting of the Restricted Shares, and to the extent
that the Committee or the Board of Directors approves payment of bonuses under
the Advanta Management Incentive Plan, vesting will be accelerated annually with
respect to the appropriate portion (as determined by the Committee) of the
Restricted Shares on such date that the Company elects to pay bonuses for
services performed during the years 2000 and 2001. The portion of any bonus
award which exceeds the applicable "target" level will be paid in cash. Bonus
awards which fall short of the applicable "target" bonus awards, as determined
by the Committee or the Board of Directors, in their discretion, will be paid by
reducing both the cash component and the number of shares of
stock to be vested, on
<PAGE> 4
a pro rata basis. For purposes of determining the value of that portion of any
bonus award to be paid by accelerating the vesting of Restricted Shares for a
performance year, all Restricted Shares shall be valued by reference to the Base
Price or to such other price as may have been utilized at the discretion of the
Committee in determining the number of Restricted Shares initially granted or in
determining the number of shares granted in addition to an original grant of
Restricted Shares. The Committee shall take such actions in making
determinations under this Section 5 so as to cause this Plan to operate, to the
extent applicable, in conjunction with any other similar plan of the Company so
as to result in appropriate bonus vesting of Restricted Shares consistent with
the Company's overall program of incentive compensation.
(b) Pro Rata Acceleration of Vesting of Restricted Shares in the Event
of the Award Recipient's Death, Disability or Retirement. In the event of the
death, disability (within the meaning of section 22(e)(3) of the Internal
Revenue Code) or retirement of any Award Recipient under this Plan, the
Committee may, at its discretion, after considering any relevant facts and
circumstances, including facts and circumstances relating to the performance of
such Award Recipient and of the Company for the portion of the then current year
prior to such death, disability or retirement, direct that the vesting with
respect to all or any portion of the Restricted Shares which would have become
vested had the employee worked the entire year shall be accelerated and such
Restricted Shares shall become fully vested.
(c) Pro Rata Acceleration of Vesting of Restricted Shares in the Event
of a Change of Control. In the event of, or upon the date set by the Committee
to be an accelerated vesting date in anticipation of, a Change of Control, the
Committee may, at its discretion, after considering any relevant facts and
circumstances, including facts and circumstances relating to the performance of
such Award Recipient and of the Company for the portion of the then current year
prior to such actual or anticipated Change of Control, direct that the vesting
with respect to a pro rata portion of the Restricted Shares which would have
become vested had the employee worked the entire year shall be accelerated and
such Restricted Shares shall become fully vested. A "Change of Control" shall be
deemed to have occurred upon the earliest to occur of the following events: (i)
the date the stockholders of the Company (or the Board of Directors, if
stockholder action is not required) approve a plan or other arrangement pursuant
to which the Company will be dissolved or liquidated, or (ii) the date the
stockholders of the Company (or the Board of Directors, if stockholder action is
not required) approve a definitive agreement to sell or otherwise dispose of
substantially all of the assets of the Company, or (iii) the date the
stockholders of the Company (or the Board of Directors, if stockholder action is
not required) and the stockholders of the other constituent corporation (or its
board of directors if stockholder action is not required) have approved a
definitive agreement to merge or consolidate the Company with or into such other
corporation, other than, in either case, a merger or consolidation of the
Company in which holders of shares of the Company's Class A Common Stock
immediately prior to the merger or consolidation will have at least a majority
of the voting power of the surviving corporation's voting securities immediately
after the merger or consolidation, which voting securities are to be held in the
same proportion as such holders' ownership of Class A Common Stock of the
Company immediately before the merger or consolidation, or (iv) the date any
entity, person or group, within the meaning of Section 13(d)(3) or Section
14(d)(2) of the Securities Exchange Act of 1934, as amended (other than (a) the
<PAGE> 5
Company or any of its subsidiaries or any employee benefit plan (or related
trust) sponsored or maintained by the Company or any of its subsidiaries or (b)
any person who, on the date the Plan is effective, shall have been the
beneficial owner of or have voting control over shares of Common Stock of the
Company possessing more than twenty-five percent (25%) of the aggregate voting
power of the Company's Common Stock) shall have become the beneficial owner of,
or shall have obtained voting control over, more than twenty-five percent (25%)
of the outstanding shares of the Company's Class A Common Stock, or (v) the
first day after the date this Plan is effective when directors are elected such
that a majority of the Board of Directors shall have been members of the Board
of Directors for less than two (2) years, unless the nomination for election of
each new director who was not a director at the beginning of such two (2) year
period was approved by a vote of at least two-thirds of the directors then still
in office who were directors at the beginning of such period.
6. Forfeiture of Restricted Shares.
Except as may be specifically provided to the contrary by the
Committee, or to the extent provided in Sections 5(b) or 5(c), above, all
nonvested Restricted Shares shall be forfeited without the receipt of any
payment by the Award Recipient upon the last day of the Award Recipient's
employment or service with the Company or a subsidiary thereof. Restricted
Shares which are forfeited may be canceled by the Company without any action by
the Award Recipient.
7. Transfer of Restricted Shares.
No Restricted Shares awarded under this Plan may be transferred,
pledged, or encumbered until such time as any such shares become vested.
8. Amendment of the Plan.
The Board of Directors of the Company may amend this Plan from time to
time in such manner as they may deem advisable. No amendment to this Plan shall
adversely affect any outstanding Restricted Stock Award, however, without the
consent of the Award Recipient.
9. No Continued Employment.
The award of a Restricted Stock Award pursuant to this Plan shall not
be construed to imply or to constitute evidence of any agreement, express or
implied, on the part of the Company or any subsidiary thereof to retain the
Award Recipient in the employ or service of the Company or any subsidiary
thereof, and each such Award Recipient shall remain subject to discharge to the
same extent as if this Plan had not been adopted.
10. Withholding of Taxes.
Whenever Restricted Shares vest or, if sooner, whenever an Award
Recipient must include the Restricted Shares in income for federal income tax
purposes, the Company shall have
<PAGE> 6
the right to (a) require the recipient to remit or otherwise make available to
the Company an amount sufficient to satisfy all federal, state and/or local
withholding tax requirements prior to the delivery or transfer of any
certificate or certificates for such Restricted Shares or (b) take whatever
action it deems necessary to protect its interests with respect to tax
liabilities, including, without limitation, redeeming a portion of any
Restricted Shares otherwise deliverable pursuant to this Plan with a then fair
market value equal to such tax liabilities. The Company's obligation to make any
delivery or transfer of vested Restricted Shares shall be conditioned on the
Award Recipient's compliance with any withholding requirement to the Company's
satisfaction.
11. Establishment of Rules by the Committee.
The Committee shall have the authority to establish rules as it deems
necessary or appropriate with respect to the Company's obligations in connection
with the withholding requirements described in Section 10.
12. Dividend and Other Rights.
During the period from the date a Restricted Stock Award is granted to
the date Restricted Shares are vested, the Award Recipient will be entitled to
all rights of a holder of the Common Stock of the Company, including the right
to receive dividends declared on such shares, as paid.
13. Stock Certificates.
The stock certificate(s) evidencing a Restricted Stock Award shall be
registered in the name of the Award Recipient and shall bear a legend referring
to the terms, conditions and restrictions applicable to such shares. The
Committee may direct the Company to either retain physical possession or custody
of or place into escrow the certificate(s) evidencing the Restricted Shares
until such time as such shares are vested.
<PAGE> 1
Exhibit 5
1650 Arch Street
22nd Floor
Philadelphia, PA 19103-2097
Wolf, Block, Schorr and Solis-Cohen LLP
T: 215 977 2000
F: 215 977 2334
www.wolfblock.com
October 25, 1999
Advanta Corp.
Welsh & McKean Roads
Spring House, Pennsylvania 19477
RE: Advanta Corp.
Registration Statement on Form S-8
Gentlemen:
As counsel to Advanta Corp., a Delaware corporation (the "Company"), we
have assisted in the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, relating to 250,000
shares of the Company's Class B Common Stock, $0.01 par value (the "Common
Stock"), that may be issued under the Company's Advanta Management Incentive
Plan 2000 (the "Plan").
In this connection, we have examined the Company's Certificate of
Incorporation and Bylaws, the Plan and such other documents and corporate
records relating to the Company and the issuances of the Common Stock as we have
deemed appropriate. In all examinations of documents, instruments and other
papers, we have assumed the genuineness of all signatures on original and
certified documents and the conformity with original and certified documents of
all copies submitted to us as conformed, photostatic or other copies. As to
matters of fact which have not been independently established, we have relied
upon representations of officers of the Company.
Based upon the foregoing, it is our opinion that the shares of Common
Stock offered and to be offered under the Plan are duly authorized and, when
issued, sold and paid for pursuant to the terms of the Plan, will be legally
issued, fully paid and non-assessable.
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We hereby expressly consent to the inclusion of this opinion as an
exhibit to the Registration Statement. In giving this consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations thereunder.
Very truly yours,
/s/ Wolf, Block, Schorr and Solis-Cohen LLP
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WOLF, BLOCK, SCHORR and SOLIS-COHEN LLP
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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 report dated
January 26, 1999 included in Advanta Corp.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included in this Form S-8
Registration Statement.
/s/ Arthur Andersen LLP
Philadelphia, PA
October 25, 1999
