-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E8LModnOQW+DG37cNO444FhYihkBPhIEzwta/5eBG1gECHdzOyZT27SNvmhp2tZu K02XlXVz1287n/7+jAa4+g== 0000893220-96-000879.txt : 19960525 0000893220-96-000879.hdr.sgml : 19960525 ACCESSION NUMBER: 0000893220-96-000879 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960524 EFFECTIVENESS DATE: 19960612 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANTA CORP CENTRAL INDEX KEY: 0000096638 STANDARD INDUSTRIAL CLASSIFICATION: PERSONAL CREDIT INSTITUTIONS [6141] IRS NUMBER: 231462070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-04465 FILM NUMBER: 96572087 BUSINESS ADDRESS: STREET 1: 650 NAAMANS RD STREET 2: BRANDYWINE CORP CTR CITY: CLAYMONT STATE: DE ZIP: 19703 BUSINESS PHONE: 2156574000 MAIL ADDRESS: STREET 1: BRANDYWINE CORPORATE CENTER STREET 2: 650 NAAMANS ROAD CITY: CLAYMONT STATE: DE ZIP: 19703 FORMER COMPANY: FORMER CONFORMED NAME: TSO FINANCIAL CORP DATE OF NAME CHANGE: 19880306 FORMER COMPANY: FORMER CONFORMED NAME: TEACHERS SERVICE ORGANIZATION INC DATE OF NAME CHANGE: 19850812 S-8 1 FORM S-8, ADVANTA CORP. 1992 STOCK OPTION PLAN 1 As Filed With the Securities and Exchange Commission, via the EDGAR system, on May __, 1996 Registration No. 33-_____ - ------------------------------------------------------------------------------ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------ ADVANTA CORP. ------------------------------------------ (Exact name of issuer as specified in its charter) Delaware 23-1462070 - ------------------------- ----------------------------------- (State of Incorporation) (I.R.S. Employer Identification No.) Five Horsham Business Center, 300 Welsh Road, Horsham, PA 19044 - ---------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) ADVANTA CORP. ------------- AMENDED AND RESTATED 1992 STOCK OPTION PLAN ------------------------------------------- (Full title of the Plan) Gene S. Schneyer, Esquire Advanta Corp. Five Horsham Business Center 300 Welsh Road. Horsham, PA 19044 (215) 657-4000 - ------------------------------------------------------------------------------ (Name, address and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
================================================================================================================== Title of Amount to be Proposed Maximum Proposed Maximum Amount of Securities to be Registered(1) Offering Price Per Aggregate Offering Registration Registered Share (2) Price (2) Fee - ------------------------------------------------------------------------------------------------------------------ Class B Common Stock, $.01 par value..... 6,400,000 $51.875 $332,000,000 $114,483 ==================================================================================================================
(1) Pursuant to Rule 416 under the Securities Act of 1933, this Registration Statement also covers such additional shares as may hereinafter be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions effected without the receipt of consideration. (2) Determined in accordance with Rule 457(h) solely for the purpose of calculating the Registration Fee, based upon the average of the high and low prices of the Class B Common Stock as reported by the National Association of Securities Dealers Automated Quotation ("NASDAQ") National Market System on May 17, 1996. EXCEPT AS AMENDED AND SUPERSEDED HEREBY, THE CONTENTS OF THE REGISTRANT'S REGISTRATION STATEMENT NO. 33-57516, FILED JANUARY 27, 1993, IS INCORPORATED HEREIN BY REFERENCE. 2 PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. 4.1. Restated Certificate of Incorporation of 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), 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, filed the same date). 5. Opinion of Gene S. Schneyer, Esquire (filed herewith). 15. Not applicable. 23.1. Consent of Arthur Andersen LLP (filed herewith). 23.2. Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel (included in Exhibit 5). 24. Powers of Attorney (included on signature page). 28. Not applicable. 99. Not Applicable. EXPERTS The consolidated financial statements and schedules incorporated by reference in this Registration Statement to the extent and for the periods indicated in their reports have been audited by Arthur Andersen LLP, independent public accountants, and are incorporated herein in reliance upon the authority of said firm as experts in giving said reports. II-1 3 SIGNATURES Pursuant to the requirements of the Securities Act of l933, 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 Horsham Township, Montgomery County, Commonwealth of Pennsylvania, on May 22, 1996. Advanta Corp. By: /s/ Richard A. Greenawalt --------------------------------------- Richard A. Greenawalt, President, Chief Operating Officer and Director KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned does hereby constitute and appoint Dennis Alter, Richard Greenawalt, Alex W. Hart, John J. Calamari, David D. Wesselink, William A. Rosoff and Gene S. Schneyer, or any of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and on his or her behalf to sign, execute and file this Registration Statement and any or all amendments (including, without limitation, post-effective amendments and any amendment or amendments increasing the amount of securities for which registration is being sought) to this Registration Statement, with all exhibits and any and all documents required to be filed with respect thereto, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, 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 in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or their substitute or substitutes, may lawfully do or cause to be done. Pursuant to the requirements of the Securities Act of l933, this Registration Statement has been signed by the following persons on behalf of the Registrant and in the capacities indicated on the 22nd day of May, 1996.
Name Title - --------- ----- /s/ Dennis Alter Chairman of the Board - ------------------------------------------ Dennis Alter /s/ Alex W. Hart Chief Executive Officer - ------------------------------------------ and Director Alex W. Hart /s/ Richard A. Greenawalt President, Chief Operating - ------------------------------------------ Officer and Director Richard A. Greenawalt /s/ William A. Rosoff Vice Chairman and Director - ------------------------------------------ William A. Rosoff /s/ David D. Wesselink Senior Vice President and - ------------------------------------------ Chief Financial Officer David D. Wesselink
II-2 4
Name Title - --------- ----- /s/ John J. Calamari Vice President, Finance and - ------------------------------------------ Chief Accounting Officer John J. Calamari /s/ Arthur P. Bellis Director - ------------------------------------------ Arthur P. Bellis /s/ Max Botel Director - ------------------------------------------ Max Botel /s/ Richard J. Braemer Director - ------------------------------------------ Richard J. Braemer /s/ Anthony P. Brenner Director - ------------------------------------------ Anthony P. Brenner /s/ William C. Dunkelberg Director - ------------------------------------------ William C. Dunkelberg /s/ Dana Becker Dunn Director - ------------------------------------------ Dana Becker Dunn /s/ Robert C. Hall Director - ------------------------------------------ Robert C. Hall /s/ Warren Kantor Director - ------------------------------------------ Warren Kantor /s/ James E. Ksansnak Director - ------------------------------------------ James E. Ksansnak /s/ Ronald J. Naples Director - ------------------------------------------ Ronald J. Naples /s/ Phillip A. Turberg Director - ------------------------------------------ Phillip A. Turberg
II-3 5 EXHIBIT INDEX Item 4.1. Restated Certificate of Incorporation of 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), as amended by the Certificate of Designations, references, Rights and Limitations of the Registrant's 6 3/4% Convertible Class B referred 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, filed the same date). 5. Opinion of Gene S. Schneyer, Esquire (filed herewith). 15. Not applicable. 23.1. Consent of Arthur Andersen LLP (filed herewith). 23.2. Consent of Gene S. Schneyer, Vice President, Secretary and General Counsel (included in Exhibit 5). 24. Powers of Attorney (included on signature page). 28. Not applicable. 99. Not applicable. EX-5 2 OPINION OF GENE S. SCHNEYER, ESQUIRE 1 EXHIBIT 5 May 22, 1996 Advanta Corp. Five Horsham Business Center 300 Welsh Road Horsham, PA 19044 Ladies and Gentlemen: I am Vice President, Secretary and General Counsel of Advanta Corp. (the "Company"), and have acted as counsel for the Company in connection with the filing of a Registration Statement on Form S-8 under the Securities Act of 1933, as amended, registering an additional 6,400,000 shares of Advanta Corp. Class B Common Stock, par value $.01 per share (the "Class B Common Stock"), proposed to be offered and issued pursuant to the Company's Amended and Restated 1992 Stock Option Plan ( the "Plan"). I am familiar with the requirements of the Securities Act of 1933, as amended, and the rules and regulations promulgated pursuant thereto. I have examined the Company's Restated Certificate of Incorporation, as amended, the Company's By-Laws, as amended, and such other corporate records and proceedings of the Company as I have deemed necessary or advisable in rendering this opinion. Based upon the foregoing, it is my opinion that, when issued pursuant to the terms of the Plan, the Class B Common Stock will be duly authorized, legally issued, fully paid and non-assessable. I hereby consent to the filing of this opinion as an exhibit to said Registration Statement on Form S-8. Sincerely yours, /s/ Gene S. Schneyer Gene S. Schneyer Vice President, Secretary and General Counsel GSS:atw EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP 1 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 reports dated January 22, 1996 on the Advanta Corp. consolidated financial statements included in the Advanta Corp. Form 10-K for the year ended December 31, 1995, and to all references to our Firm included in this Form S-8 Registration Statement. Philadelphia, PA Arthur Andersen LLP May 22, 1996 -----END PRIVACY-ENHANCED MESSAGE-----