UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
March 13, 2018
Date of Report (Date of earliest event reported)
CAPITAL ONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
Commission FileNo. 1-13300
| Delaware | 54-1719854 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. 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, former address and former fiscal year, if changed since last report)
(Not applicable)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 9.01. Financial Statements and Exhibits.
The following documents are filed with reference to the Registration Statement on FormS-3, No. 333-223608 (the “Registration Statement,”) filed by Capital One Financial Corporation (“Capital One” or the “Company”) with the Securities and Exchange Commission on March 13, 2018, and the documents filed as Exhibits 99.1, 99.2, and 99.3 herewith replace the corresponding documents filed as Exhibits 99.1, 99.2, and 99.3 to the Company’s Current Report on From 8-K filed on November 25, 2008.
| (d) | Exhibits. |
Exhibit No. | Description of Exhibit | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
| 23.1 | Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1) | |
| 99.1 | Enrollment Authorization Form | |
| 99.2 | Request for Waiver Form | |
| 99.3 | Direct Debit Authorization Form | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| CAPITAL ONE FINANCIAL CORPORATION | ||||||
| Dated: March 13, 2018 | By: | /s/ Matthew W. Cooper | ||||
| Matthew W. Cooper | ||||||
| General Counsel | ||||||
EXHIBIT INDEX
Exhibit No. | Description of Exhibit | |
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP | |
| 23.1 | Consent of Gibson, Dunn & Crutcher (included in Exhibit 5.1) | |
| 99.1 | Enrollment Authorization Form | |
| 99.2 | Request for Waiver Form | |
| 99.3 | Direct Debit Authorization Form | |
