Securities Registration (section 12(b)) (8-a12b)
July 29 2016 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934
Capital One
Financial Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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54-1719854
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification no.)
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1680 Capital One Drive
McLean, Virginia 22102
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22102
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(Address of principal executive offices)
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(Zip Code)
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Securities to be registered pursuant to Section 12(b) of the Act:
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Title of each class
to be so
registered
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Name of each exchange on
which each class
is to be registered
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Depositary Shares, Each Representing a 1/40th Interest in a Share of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G
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New York Stock Exchange
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If this form relates to the registration of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), please check the following box.
x
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If this form relates to the registration of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), please check the following box.
¨
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Securities Act registration statement
file number to which this form relates: 333-203125
(if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
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Description of Registrants Securities to be Registered.
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The securities to be
registered hereby are depositary shares of Capital One Financial Corporation (the Company), each depositary share representing a 1/40
th
interest in a share of the Companys Fixed
Rate Non-Cumulative Perpetual Preferred Stock, Series G, par value $0.01 per share and liquidation preference $1,000 per share (the Preferred Stock). The descriptions set forth under the sections Description of Preferred
Stock and Description of Depositary Shares in the prospectus supplement dated July 26, 2016, as filed with the Securities and Exchange Commission (the Commission) on July 28, 2016 pursuant to Rule 424(b) under the
Securities Act of 1933, as amended, to the prospectus (the Base Prospectus) included in the Companys automatic shelf registration statement on Form S-3 (No. 333-203125), as filed with the Commission on March 31, 2015, and the
descriptions set forth under the sections Description of Preferred Stock and Description of Depositary Shares of the Base Prospectus are incorporated herein by reference.
The following exhibits are filed as a part of this Registration Statement:
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Exhibit
No.
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Description
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1
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Restated Certificate of Incorporation of the Company (as amended and restated April 30, 2015) (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed on May 4, 2015)
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2
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Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed on October 5, 2015)
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3
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Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G of the Company (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed on July 29,
2016)
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4
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Deposit Agreement, between the Company, Computershare Trust Company, NA., as Depositary, Computershare Inc. and the Holders from time to time of the Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 of
the Companys Current Report on Form 8-K, filed on July 29, 2016)
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5
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Form of Depositary Receipt (included in Exhibit 4 hereto)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
Date: July 29, 2016
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CAPITAL ONE FINANCIAL CORPORATION
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By:
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/s/ John G. Finneran, Jr.
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Name:
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John G. Finneran, Jr.
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Title:
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General Counsel and Corporate Secretary
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EXHIBIT INDEX
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Exhibit
No.
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Description
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1
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Restated Certificate of Incorporation of the Company (as amended and restated April 30, 2015) (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed on May 4, 2015)
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2
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Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed on October 5, 2015)
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3
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Certificate of Designations of Fixed Rate Non-Cumulative Perpetual Preferred Stock, Series G of the Company (incorporated by reference to Exhibit 3.1 of the Companys Current Report on Form 8-K, filed on July 29,
2016)
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4
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Deposit Agreement, between the Company, Computershare Trust Company, N.A., as Depositary, Computershare Inc. and the Holders from time to time of the Depositary Receipts described therein (incorporated by reference to Exhibit 4.1 of
the Companys Current Report on Form 8-K, filed on July 29, 2016)
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5
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Form of Depositary Receipt (included in Exhibit 4 hereto)
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