-----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, I7OUfVLaxEtCEsnxzCD4/r+319jl8/4nJO1Z+AywSRmd4cTXySbC/7ZpJrZhmxPm UcPCGgSBatMpYr2AAFD5Cg== 0000893220-03-000420.txt : 20030325 0000893220-03-000420.hdr.sgml : 20030325 20030325180532 ACCESSION NUMBER: 0000893220-03-000420 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20030325 EFFECTIVENESS DATE: 20030325 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: 333-104031 FILM NUMBER: 03616643 BUSINESS ADDRESS: STREET 1: P.O. BOX 844 STREET 2: WELSH & MCKEAN ROADS CITY: SPRING HOUSE STATE: PA ZIP: 19477 BUSINESS PHONE: 2154445051 MAIL ADDRESS: STREET 1: C/O WELSH & MCKEAN ROADS STREET 2: P.O. BOX 844 CITY: SPRING HOUSE STATE: PA ZIP: 19477-0844 FORMER COMPANY: FORMER CONFORMED NAME: TEACHERS SERVICE ORGANIZATION INC DATE OF NAME CHANGE: 19850812 FORMER COMPANY: FORMER CONFORMED NAME: TSO FINANCIAL CORP DATE OF NAME CHANGE: 19880306 S-8 1 w84755bsv8.txt FORM S-8: ADVANTA CORP. EMPLOYEE STOCK PURCHASE Filed With the Securities and Exchange Commission, via the EDGAR system, on March 25, 2003 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 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, P.O. Box 844, Spring House, PA 19477 - ---------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) ADVANTA CORP. EMPLOYEE STOCK PURCHASE PLAN (Full title of the Plan) Elizabeth H. Mai, Esquire Advanta Corp. Welsh and McKean Roads, P.O. Box 844 Spring House, PA 19477 (Name and Address of Agent For Service) (215) 657-4000 (Telephone Number, Including Area Code, of Agent For Service) Copies to: Jay A. Dubow, Esquire Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, PA 19103-2097 (215) 977-2000 CALCULATION OF REGISTRATION FEE
Title of Each Class Amount to be Proposed Maximum Proposed Maximum Amount of of Securities to be Registered(1) Offering Price Per Aggregate Offering Registration Fee Registered Share (2) Price (2) - ------------------- ------------- ------------------ ------------------ ---------------- Class B Common Stock, 500,000 $8.08 $4,040,000.00 $326.84 $.01 par value
-1- (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 March 21, 2003. -2- PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS Information required by Part I of Form S-8 shall be included in documents to be sent or given to participants in the Advanta Corp. Employee Stock Purchase Plan, pursuant to Rule 428(b)(1)(i) under the Securities Act of 1933. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed by Advanta Corp. (the "Registrant") with the Securities and Exchange Commission (the "Commission"), are incorporated into this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the year ended December 31, 2002. (b) The description of the Registrant's common stock contained in its Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act on August 14, 1995, including all amendments or reports filed for the purpose of updating such description. (c) The description of the Registrant's purchase rights contained in its Registration Statement on Form 8-A filed under Section 12(g) of the Exchange Act on March 17, 1997, including all amendments or reports filed for the purpose of updating such description. (d) The Registrant's Current Reports on Form 8-K filed with the Commission on January 17, January 23, and January 27, 2003. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 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 which indicates that all securities offered hereby have been sold or which 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 such documents. 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 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, except as so modified or superseded, to constitute a part hereof. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. -3- 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 Registrant provide that the Registrant shall indemnify any director, officer, employee or agent of the Registrant 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 Registrant may, by resolution, indemnify any person other than a director, officer, employee or agent of the Registrant for liabilities incurred in connection with services rendered for or at the request of the Registrant or its subsidiaries. In addition, consistent with Section 102 of the Delaware General Corporation Law, the Registrant's Restated Certificate of Incorporation limits the personal liability of the Registrant's directors to the Registrant or its stockholders for monetary damages for certain breaches of fiduciary duty. The Registrant maintains director and officer liability insurance which would provide coverage against certain securities law liabilities. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 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), 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). 4.2 Bylaws 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). 4.3 Rights Agreement, dated as of March 14, 1997, by and between the Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A, dated March 17, 1997), as amended by Amendment No. 1, dated -4- as of June 4, 1998, to the Rights Agreement, dated as of March 14, 1997, by and between the Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Amended Registration Statement on Form 8-A/A, dated June 11, 1998), as further amended by Amendment No. 2, dated as of September 4, 1998, to the Rights Agreement, dated as of March 14, 1997, by and between the Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Amended Registration Statement on Form 8-A/A, dated September 23, 1998). 4.4 Advanta Corp. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10-aa to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002). 5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP (filed herewith). 23.1 Consent of KPMG LLP (filed herewith). 23.2 Explanation Concerning Absence of Consent of Arthur Andersen LLP (filed herewith). 23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in Exhibit 5). 24 Powers of Attorney (included on signature page). 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; (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. -5- (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 registration statement is on Form S-3, Form S-8 or Form F-3, and 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 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, 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 of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, when applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 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 Act and will be governed by the adjudication of such issue. -6- 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 25th day of March, 2003. Advanta Corp. By: /s/ William A. Rosoff ---------------------------------------- William A. Rosoff, 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 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 indicated on March 25, 2003.
Name Title - ---- ----- /s/ Dennis Alter Chairman of the Board and Chief Executive - ------------------------------ Officer Dennis Alter /s/ William A. Rosoff President and Vice Chairman of the Board - ------------------------------ William A. Rosoff
-7- /s/ Philip M. Browne Senior Vice President and - ------------------------------ Chief Financial Officer Philip M. Browne /s/ David B. Weinstock Vice President and - ------------------------------ Chief Accounting Officer David B. Weinstock /s/ Arthur Bellis Director - ------------------------------ Arthur Bellis /s/ Robert S. Blank Director - ------------------------------ Robert S. Blank /s/ Max Botel Director - ------------------------------ Max Botel /s/ Dana Becker Dunn Director - ------------------------------ Dana Becker Dunn /s/ Ronald Lubner Director - ------------------------------ Ronald Lubner /s/ Olaf Olafsson - ------------------------------ Director Olaf Olafsson /s/ Robert H. Rock Director - ------------------------------ Robert H. Rock /s/ Michael Stolper Director - ------------------------------ Michael Stolper
-8- 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), 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). 4.2 Bylaws 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). 4.3 Rights Agreement, dated as of March 14, 1997, by and between the Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Registration Statement on Form 8-A, dated March 17, 1997), as amended by Amendment No. 1, dated as of June 4, 1998, to the Rights Agreement, dated as of March 14, 1997, by and between the Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Amended Registration Statement on Form 8-A/A, dated June 11, 1998), as further amended by Amendment No. 2, dated as of September 4, 1998, to the Rights Agreement, dated as of March 14, 1997, by and between the Registrant and the Rights Agent (incorporated by reference to Exhibit 1 to the Registrant's Amended Registration Statement on Form 8-A/A, dated September 23, 1998). 4.4 Advanta Corp. Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10-aa to the Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2002). 5 Opinion of Wolf, Block, Schorr and Solis-Cohen LLP (filed herewith). 23.1 Consent of KPMG LLP (filed herewith). 23.2 Explanation Concerning Absence of Consent of Arthur Andersen LLP (filed herewith). 23.3 Consent of Wolf, Block, Schorr and Solis-Cohen LLP (included in Exhibit 5). 24 Powers of Attorney (included on signature page). -9- EX-5 3 w84755bexv5.txt OPINION OF WOLF BLOCK SCHORR AND SOLIS-COHEN LLP EXHIBIT 5 Wolf, Block, Schorr and Solis-Cohen LLP 1650 Arch Street, 22nd Floor Philadelphia, Pennsylvania 19103-2097 Tel: (215) 977-2000 Fax: (215) 977-2740 www.WolfBlock.com March 25, 2003 Advanta Corp. Welsh and McKean Roads P.O. Box 844 Spring House, PA 19477 RE: Registration Statement on Form S-8 Relating to the Advanta Corp. Employee Stock Purchase Plan Ladies and Gentlemen: As counsel to Advanta Corp., a Delaware corporation (the "Company"), we have assisted in the preparation of the Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, relating to 500,000 shares of the Company's Class B Common Stock, $.01 par value per share (the "Class B Common Stock"), which may be issued under the Advanta Corp. Employee Stock Purchase Plan (the "Plan"). In this connection, we have examined and considered the original or copies, certified or otherwise identified to our satisfaction, of the Company's Restated Certificate of Incorporation, as amended, its By-laws, as amended, the Plan, resolutions of the Company's Board of Directors and such other documents and corporate records relating to the Company and the issuance and sale of the Class B Common Stock as we have deemed appropriate for purposes of rendering this opinion. In all examinations of documents, instruments and other papers, we have assumed the genuineness of all signatures on original and certified documents and the conformity to original and certified documents of all copies submitted to us as conformed, photostatic or other copies. As to matters of fact which have not been independently established, we have relied upon representations of officers of the Company. Based upon the foregoing examination and the information thus supplied, it is our opinion that the shares of Class B Common Stock to be offered under the Plan are duly authorized and, when issued and sold pursuant to the terms of the Plan, will be validly issued, fully paid and non-assessable. We hereby expressly consent to the inclusion of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ WOLF, BLOCK, SCHORR AND SOLIS-COHEN LLP EX-23.1 4 w84755bexv23w1.txt CONSENT OF KPMG LLP EXHIBIT 23.1 Independent Auditors' Consent The Board of Directors Advanta Corp.: We consent to the incorporation by reference in the registration statement of Advanta Corp. on Form S-8 related to the Advanta Corp. Employee Stock Purchase Plan of our report dated March 24, 2003, relating to the consolidated balance sheet of Advanta Corp. and subsidiaries as of December 31, 2002, and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the year then ended, which report appears in the December 31, 2002 Form 10-K of Advanta Corp. /s/ KPMG LLP Philadelphia, Pennsylvania March 25, 2003 EX-23.2 5 w84755bexv23w2.txt EXPLANATION CONCERNING ABSENCE OF ARTHUR ANDERSEN EXHIBIT 23.2 EXPLANATION CONCERNING ABSENCE OF WRITTEN CONSENT OF ARTHUR ANDERSEN LLP On June 28, 2002, Advanta Corp. (the "Company") announced that it had appointed KPMG LLP to replace Arthur Andersen LLP as its independent public accountants. Prior to the date hereof, the Arthur Andersen partners who reviewed the Company's audited financial statements as of December 31, 2001 and December 31, 2000 and for the years then ended resigned from Arthur Andersen LLP. As a result, after reasonable efforts, the Company has been unable to obtain Arthur Andersen's written consent to the incorporation by reference in this filing of Arthur Andersen's audit reports with respect to the financial statements as of December 31, 2001 and December 31, 2000 and for the years then ended for this Registration Statement on Form S-8. Under these circumstances, Rule 437a under the Securities Act of 1933 permits the Company to omit Arthur Andersen's written consent from this filing, and permits us to incorporate by reference the financial statements, supplementary data and financial statement schedule included herein into present and future registration statements, without the written consent of Arthur Andersen LLP. Section 11(a) of the Securities Act of 1933 provides that if any part of a registration statement at the time it becomes effective contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading, any person acquiring a security pursuant to such registration statement (unless it is proved that at the time of such acquisition such person knew of such untruth or omission) may sue, among others, every accountant who has consented to be named as having prepared or certified any part of the registration statement or as having prepared or certified any report or valuation which is used in connection with the registration statement, with respect to the statement in such registration statement, report or valuation which purports to have been prepared or certified by the accountant. As noted above, Arthur Andersen LLP has not consented to the incorporation by reference of its audit report in this filing. While the extent of any resulting limitations on recovery is unclear, Arthur Andersen LLP may not be liable under Section 11(a) of the Securities Act of 1933 because it has not consented to being named as an expert in this Registration Statement on Form S-8. The Company believes, however, that other persons who may be liable under Section 11(a) of the Securities Act of 1933, including the Company's officers and directors, may still rely on Arthur Andersen's audit reports as being made by an expert under the due diligence defense provision of Section 11(b) of the Securities Act of 1933. -----END PRIVACY-ENHANCED MESSAGE-----