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As filed with the Securities and Exchange Commission, via EDGAR, on October 31,
2000
Registration No. 333-04469
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 CORP. 2000 OMNIBUS STOCK INCENTIVE PLAN*
(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)
(215) 444-5920
(Telephone number, including area code, of agent for service)
* Effective April 5, 2000 the Registrant adopted the Advanta Corp. 2000 Omnibus
Stock Incentive Plan which plan functions as an amendment of all other stock
option and awards plans of the Registrant, including the Advanta Management
Incentive Plan with Stock Election IV.
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PART I
A Prospectus setting forth the information required by Part I
of Form S-8 will be sent or given to participants in the Advanta Corp. 2000
Omnibus Stock Incentive Plan as specified by Rule 428(b)(1)(i) under the
Securities Act of 1933, as amended.
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, 1999.
2. The Registrant's Quarterly Reports on Form 10-Q for the
quarter ended March 31, 2000 and June 30, 2000.
3. The Registrant's Current Reports on Form 8-K, filed with
the Commission on January 25, 2000, April 6, 2000, April 25, 2000, May 17, 2000,
June 5, 2000, June 21, 2000, July 25, 2000, July 31, 2000, August 2, 2000,
October 10, 2000 and October 24, 2000 and the Registrant's Current Report on
Form 8-K/A, filed with the Commission on October 11, 2000.
4. The description of the Company's Class B Common Stock
contained in the Registration Statement on Form 8-A dated April 22, 1992 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
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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.
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 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 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.
Section 3(c) of the Plan provides that service on a committee
or committees of directors to operate and administer the Plan with respect to
all or a designated portion of the participants (the "Committee") shall
constitute service as a member of the Board of Directors of the Company. Each
member of the Committee shall be entitled, without further act on the member's
part, to indemnity from the Company and limitation of liability to the fullest
extent provided by applicable law and by Company's Articles of Incorporation
and/or Bylaws in connection with or arising out of any action, suit or
proceeding with respect to the administration of the Plan or the issuance of any
grant of an option, award or stock appreciation right thereunder in which the
member may be involved by reason of the member being or having been a member of
the Committee, whether or not the member continues to be such member of the
Committee at the time of the action, suit or proceeding.
The Company carries a liability insurance policy for its
officers and directors.
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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(a) Restated Certificate of Incorporation of the
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), filed June 10, 1994) , 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), as further amended by the Certificate of
Designations, Preferences, Rights and Limitations of
the Registrant's Series A Junior Participating
Preferred Stock (incorporated by reference to Exhibit
1 to the Registrant's Registration Statement on Form
8-A, dated March 17, 1997).
4(b) By-laws of the Registrant, as amended (incorporated
by reference to Exhibit 3.1 to the Registrant's
Current Report on Form 8-K dated March 17, 1997).
4(c) Rights Agreement, dated as of March 14, 1997, by and
between the Registrant and the ChaseMellon
Shareholder Services, L.L.C., as Rights Agent (the
"Rights Agreement"), which includes as Exhibit B
thereto the Form of Rights Certificate (incorporated
by reference to Exhibit 1 to the Registrant's
Registration Statement on Form 8-A dated March 17,
1997).
4(d) Amendment No. 1, dated as of June 4, 1998, to the
Rights Agreement (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement
on Form 8-A/A dated June 11, 1998).
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4(e) Amendment No. 2, dated as of September 10, 1998, to
the Rights Agreement (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement
on Form 8-A/A dated September 23, 1998).
4(f) Advanta Corp. 2000 Omnibus Stock Incentive Plan.*
23 Consent of Arthur Andersen, LLP, independent
accountants.*
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
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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 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.
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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
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in Lower Gwynedd Township, Montgomery County, Commonwealth of
Pennsylvania, on this 31st day of October, 2000.
Advanta Corp.
By: /s/ William A. Rosoff
-----------------------------------
William A. Rosoff, President
and Vice Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
this amendment 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>
* October 31, 2000
----------------------------------------
Dennis Alter
Chairman and Director
/s/ William A. Rosoff October 31, 2000
----------------------------------------
William A. Rosoff
President and Vice Chairman of the Board
/s/ Philip M. Browne October 31, 2000
----------------------------------------
Philip M. Browne
Senior Vice President and
Chief Financial Officer
</TABLE>
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<TABLE>
<CAPTION>
Signature Date
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<S> <C>
/s/ James L. Shreero October 31, 2000
-----------------------------------------
James L. Shreero
Vice President and Chief
Accounting Officer
* October 31, 2000
-----------------------------------------
Arthur P. Bellis
Director
* October 31, 2000
-----------------------------------------
Max Botel
Director
* October 31, 2000
-----------------------------------------
William C. Dunkelberg
Director
* October 31, 2000
-----------------------------------------
Dana Becker Dunn
Director
* October 31, 2000
-----------------------------------------
Robert C. Hall
Director
* October 31, 2000
-----------------------------------------
James E. Ksansnak
Director
</TABLE>
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<TABLE>
<CAPTION>
Signature Date
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<S> <C>
-----------------------------------------
Ronald Lubner
Director
-----------------------------------------
Olaf Olafsson
Director
-----------------------------------------
Michael Stolper
Director
*By: /s/William A. Rosoff
------------------------------------
William A. Rosoff
Attorney-in-Fact
Pursuant to powers of
attorney previously filed as
part of this Registration
Statement
</TABLE>
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ADVANTA CORP.
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DOCUMENT
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4(a) Restated Certificate of Incorporation of the 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),
filed June 10, 1994) , 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), as further amended by the Certificate of Designations,
Preferences, Rights and Limitations of the Registrant's Series A Junior
Participating Preferred Stock (incorporated by reference to Exhibit 1
to the Registrant's Registration Statement on Form 8-A, dated March 17,
1997).
4(b) By-laws of the Registrant, as amended (incorporated by
reference to Exhibit 3.1 to the Registrant's Current
Report on Form 8-K dated March 17, 1997).
4(c) Rights Agreement, dated as of March 14, 1997, by and
between the Registrant and the ChaseMellon Shareholder
Services, L.L.C., as Rights Agent (the "Rights
Agreement"), which includes as Exhibit B thereto the Form
of Rights Certificate (incorporated by reference to
Exhibit 1 to the Registrant's Registration Statement on
Form 8-A dated March 17, 1997).
</TABLE>
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<TABLE>
<S> <C>
4(d) Amendment No. 1, dated as of June 4, 1998, to the Rights Agreement (incorporated by reference
to Exhibit 1 to the Registrant's Registration Statement on Form 8-A/A dated June 11, 1998).
4(e) Amendment No. 2, dated as of September 10, 1998, to the Rights Agreement (incorporated by
reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A/A dated
September 23, 1998).
4(f) Advanta Corp. 2000 Omnibus Stock Incentive Plan.*
23 Consent of Arthur Andersen, LLP, independent accountants.*
</TABLE>
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* Filed herewith.
