As filed with the Securities and Exchange Commission on February 8, 2002
Registration No. 333-72820
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
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
1999 NON-EMPLOYEE DIRECTORS 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) 205-1030
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Capital One Financial Corporation (the "Registrant") is filing this
Registration Statement solely to register additional shares of Common Stock
issuable pursuant to incentive awards granted or to be granted under the
Registrant's 1999 Non-Employee Directors Stock Incentive Plan (the "Plan"). This
Registration Statement incorporates by reference the contents of the
Registrant's earlier Registration Statement Number 333-78635, which relates to
525,000 shares of Common Stock (adjusted for the Registrant's three-for-one
stock split effective June 1, 1999) issuable pursuant to incentive awards
granted or to be granted under the Plan, and any documents incorporated by
reference therein including any such documents subsequently filed by the
Registrant. The maximum number of shares that may be issued under the Plan is
825,000.
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
Registrant's 1994 Stock Incentive Plan and unvested options to purchase an
additional 535,293 shares of Common Stock issued under the Registrant's 1994
Stock Incentive Plan.
Item 8. Exhibits.
Exhibit
Number Description Reference
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4 Rights Agreement, dated as of November 16, Incorporated by reference to the
1995, between Capital One Financial Corporation Registrant's Current Report on Form
and First Chicago Trust Company of New York (as 8-K, filed November 16, 1995
successor to Mellon Bank, N.A.) as Rights Agent
4.1 Amendment Number 1 to Rights Agreement, dated as Incorporated by reference to the
of April 29, 1999, between Capital One Financial Registrant's Current Report on Form
Corporation and First Chicago Trust Company of 8-K, filed May 5, 1999
New York (as successor to Mellon Bank, N.A.) as
Rights Agent
4.2 Amendment Number 2 to Rights Agreement, dated as Incorporated by reference to the
of October 18, 2001, between Capital One Registrant's Current Report on Form
Financial Corporation and EquiServe Trust 8-K, filed November 2, 2001
Company, N.A., as successor to First Chicago
Trust Company of New York, as Rights Agent
5 Opinion of Counsel Previously filed
23.1 Consent of Counsel Contained in Exhibit 5
23.2 Consent of Independent Auditors Filed herewith
24 Power of Attorney Previously Filed
2
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 Number 1
to the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Commonwealth of Virginia, on the 8th day of
February 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
3
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 8th day of February, 2002.
SIGNATURE TITLE
/s/ Richard D. Fairbank* Director, Chairman and Chief Executive Officer
-------------------------------------------- (Principal Executive Officer)
Richard D. Fairbank
/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
-------------------------------------------- Officer
David M. Willey (Principal Accounting and 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
*By: /s/ John G. Finneran, Jr.
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John G. Finneran, Jr.
Attorney-in-fact
4
Exhibit Index
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Sequential
Exhibit Number Description Page Number
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5 Opinion of Counsel Previously filed
23.1 Consent of Counsel Contained in Exhibit 5
23.2 Consent of Independent Auditors 7
24 Power of Attorney Previously filed
5