UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
February 4, 2008
Date of Report
Date of earliest event reported: February 4, 2008
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its chapter)
| Delaware | 1-13300 | 54-1719854 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 1680 Capital One Drive, McLean, Virginia |
22102 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (703) 720-1000
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 8.01. | Other Events. |
The Company hereby furnishes the information in Exhibit 99.1 hereto, via Press Release dated February 4, 2008.
Note: Information in this report (including the exhibit) furnished pursuant to Item 8.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.
| Item 9.01. | Financial Statements, Pro Forma Financial Information and Exhibits. |
(c) Exhibits.
| Exhibit No. |
Description of Exhibit | |
| 99.1 | Press release, dated February 4, 2008. (This exhibit shall not be deemed to be “filed” with this Form 8-K) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned, hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||
| Dated: February 4, 2008 | By: | /s/ John G. Finneran, Jr. | ||
| John G. Finneran, Jr. | ||||
| General Counsel and Corporate Secretary | ||||
Exhibit 99.1
 | ||||||||||||||
| 1680 Capital One Drive McLean, VA 22102-3491 | ||||||||||||||
| FOR IMMEDIATE RELEASE: February 4, 2008 | ||||||||||||||
| Contacts: | Investor Relations | Media Relations |
||||||||||||
| Jeff Norris | Tatiana Stead | Julie Rakes | ||||||||||||
| 703-720-2455 | 703-720-2352 | 804-284-5800 | ||||||||||||
| Capital One CEO Enters into Pre-Arranged Stock Trading Plan | ||||||||
 |
McLean, Va. (Feb 4, 2008) – Richard D. Fairbank, Chairman and Chief Executive Officer of Capital One Financial Corporation (NYSE: COF), today announced that he has adopted a pre-arranged stock trading plan (the “Plan”) to exercise approximately 1.13 million options to purchase Capital One stock. Mr. Fairbank will only sell shares issued upon exercise of the options sufficient to cover the exercise price of the options, taxes and other transaction-related expenses. Fairbank will retain the remainder of the shares. The plan covers stock options granted in April 1999 that will expire in April 2009.
The transactions under the Plan are expected to occur at predetermined times in March and April of 2009 and will be disclosed publicly as they occur through Form 144 and Form 4 filings with the Securities and Exchange Commission.
About Capital One
Capital One Financial Corporation (www.capitalone.com) is a financial holding company whose subsidiaries collectively had $83.0 billion in deposits and $151.4 billion in managed loans outstanding as of December 31, 2007. Headquartered in McLean, VA, Capital One has 742 locations in New York, New Jersey, Connecticut, Texas and Louisiana. It is a diversified financial services company whose principal subsidiaries, Capital One, N.A., Capital One Bank, and Capital One Auto Finance, Inc., offer a broad spectrum of financial products and services to consumers, small businesses and commercial clients. A Fortune 500 company, Capital One trades on the New York Stock Exchange under the symbol “COF” and is included in the S&P 100 index. | |||||||
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