<PAGE> 1
As filed with the Securities and Exchange Commission, via EDGAR,
on October 31, 2000
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 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)
<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)(2) Per Share(3) Offering Price (3) Fee
---------------- ---------------- -------------- ------------------ -----------
<S> <C> <C> <C> <C>
Class B Common Stock,
$0.01 par value
(including associated 10,950,446 shares $7.25 $79,390,734 $20,959.15
preferred stock purchase
rights)
</TABLE>
(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 Corp. 2000
Omnibus Stock Incentive Plan (the "Plan") to prevent dilution
resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
(2) In accordance with Instruction E to Form S-8, an aggregate of
9,049,554 additional unsold shares issuable under the Plan, with
associated, previously paid filing fees aggregating $148,807.39, are
being carried forward from previously filed Registration Statements as
set forth in the table below:
<TABLE>
<CAPTION>
Registration Statement Number Filing Fee Carried Forward
----------------------------- --------------------------
<S> <C>
33-57516 $ 13,176.24
333-04465 $ 114,483.00
33-50254 $ 103.23
333-04467 $ 2,476.91
333-04469 $ 17,681.88
333-89665 $ 886.13
</TABLE>
(3) 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 27, 2000.
<PAGE> 3
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 quarters
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.
5. The description of the Class B Purchase Rights contained in the
Registration Statement on Form 8-A dated March 17, 1997 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
<PAGE> 4
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.
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
<PAGE> 5
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.
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
<PAGE> 6
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.
Incorporated by reference to Exhibit 4(f) to
Post-Effective Amendment No. 1 to the Registrant's
Registration Statement on Form S-8 (File No.
333-04469).
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).*
----------------
*Filed herewith.
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
<PAGE> 7
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 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> 8
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 31st day of October, 2000.
Advanta Corp.
By: /s/ William A. Rosoff
-----------------------------------
Name: William A. Rosoff
Title: President and
Vice Chairman of the Board
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, without limitation,
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 he or she 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, as amended,
this Registration Statement has been signed by the following persons in the
capacities on October 31, 2000.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/s/ Dennis Alter Chairman of the Board and Chief
------------------------------------------ Executive Officer (Principal
Dennis Alter Executive Officer)
</TABLE>
<PAGE> 9
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/s/ William A. Rosoff President and
--------------------------------------- Vice Chairman of the Board
William A. Rosoff
/s/ Philip M. Browne Senior Vice President and Chief
---------------------------------------- Financial Officer (Principal
Philip M. Browne Financial Officer)
/s/ James L. Shreero Vice President and Chief
----------------------------------------- Accounting Officer (Principal
James L. Shreero Accounting Officer)
/s/ Arthur P. Bellis Director
------------------------------------------
Arthur P. 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> 10
<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/ Olaf Olafsson Director
------------------------------------------
Olaf Olafsson
/s/ Michael Stolper Director
------------------------------------------
Michael Stolper
</TABLE>
<PAGE> 11
ADVANTA CORP.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
----------- --------
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).
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).
<PAGE> 12
4(f) Advanta Corp. 2000 Omnibus Stock Incentive Plan. Incorporated
by reference to Exhibit 4(f) to Post-Effective Amendment No. 1
to the Registrant's Registration Statement on Form S-8 (File
No. 333-04469).
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).*
-----------------
* Filed herewith.
