As filed with the Securities and Exchange Commission on January 15, 2002.
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 54-171854
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
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2980 Fairview Park Drive, Suite 1300
Falls Church, Virginia 22042-4525
(Address, including zip code, of
Registrant's principal executive offices)
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CAPITAL ONE FINANCIAL CORPORATION
1994 STOCK INCENTIVE PLAN
(Full title of the plan)
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JOHN G. FINNERAN, JR., Esq.
Executive Vice President, General Counsel
and Corporate Secretary
2980 Fairview Park Drive, Suite 1300
Falls Church, Virginia 22042-4525
(703) 205-1000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Security Amount to be Proposed Proposed
to be Registered Registered Maximum Maximum Amount of
Offering Price Aggregate Registration
Per Unit (2) Offering Price Fee
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Stock Options (1) 385,104 $8.10 $3,119,342 $746
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(1) Represent options to purchase shares of common stock, $.01 par value
("Common Stock"), of the Registrant issuable under the Registrant's 1994
Stock Incentive Plan (the "Plan") in consideration for the agreement of a
recipient to forgo certain potential incentive compensation payments. The
shares of Common Stock issuable upon the exercise of the Stock Options
either were registered previously under the Securities Act of 1933, as
amended, pursuant to Registration Statements 33-86986, 333-4586, 333-51637,
333-78067, 333-92345, 333-43288, 333-58628, 333-72822, and 333-72788 or will
be registered before the Stock Options are exercised.
(2) Purchase price of the Stock Option registered for sale under the Plan.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement is being filed for the purpose of increasing the
number of securities of the same class as other securities for which a
Registration Statement of Capital One Financial Corporation (the "Registrant")
on Form S-8 relating to the same employee benefit plan is effective.
This Registration Statement incorporates by reference the contents of the
Registrant's earlier Registration Statement on Form S-8 filed with the
Securities and Exchange Commission (the "SEC") on November 5, 2001 (File No.
333-72788) relating to 2,967,318 options issuable under the Registrant's 1994
Stock Incentive Plan, and any documents incorporated by reference therein,
including any documents subsequently filed by the Registrant. The maximum number
of options that may be issued under this Registration Statement and Registration
Statement No. 333-72788 is 3,352,422.
Item 5. Interests of Named Experts and Counsel.
John G. Finneran, Jr., Esq., Executive Vice President, General Counsel and
Corporate Secretary of the Registrant, who has rendered the opinion attached
hereto as Exhibit 5, holds 27,051 shares of Common Stock, vested options to
purchase an additional 119,652 shares of Common Stock issued under the Plan and
unvested options to purchase an additional 535,293 shares of Common Stock issued
under the Plan.
Item 8. Exhibits.
Exhibit
Number Description Reference
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5 Opinion of Counsel Filed herewith
23.1 Consent of Counsel Contained in Exhibit 5
23.2 Consent of Independent Auditors Filed herewith
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 the Commonwealth of Virginia, on the 15th day of January, 2002.
CAPITAL ONE FINANCIAL CORPORATION
By /s/ John G. Finneran, Jr.
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John G. Finneran, Jr.
Executive Vice President, General Counsel
and Corporate Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David M. Willey and John G. Finneran, Jr., Esq.
his true and lawful attorney-in-fact and agent, for him, with full power of
substitution and resubstitution, for him and in his name, place and stand, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all interests and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his 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 below by the following persons in the
capacities indicated below on the 15th day of January, 2002.
SIGNATURE TITLE
/s/ Richard D. Fairbank Director, Chairman and Chief Executive Officer
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Richard D. Fairbank (Principal Executive Officer)
/s/ Nigel W. Morris Director, President and Chief Operating Officer
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Nigel W. Morris
/s/ David M. Willey Executive Vice President and Chief Financial
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David M. Willey Officer
(Principal Financial Officer)
/s/ W. Ronald Dietz Director
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W. Ronald Dietz
/s/ James A. Flick, Jr. Director
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James A. Flick, Jr.
/s/ Patrick W. Gross Director
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Patrick W. Gross
/s/ James V. Kimsey Director
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James V. Kimsey
/s/ Stanley I. Westreich Director
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Stanley I. Westreich
Exhibit Index
Exhibit Sequential
Number Description Page Number
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5 Opinion of Counsel 9
23.1 Consent of Counsel 9
23.2 Consent of Independent Auditors 10