As filed with the Securities and Exchange Commission on July 9, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________
SLM CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 11600 Sallie Mae Drive 52-2013874
(State or Other Jurisdiction of Reston, Virginia 20193 (I.R.S. Employer
Incorporation or Organization) Identification No.)
(Address of Principal Executive Offices Including Zip Code)
___________________
SLM CORPORATION EMPLOYEE STOCK OPTION PLAN
SLM CORPORATION MANAGEMENT INCENTIVE PLAN
SLM CORPORATION BOARD OF DIRECTORS STOCK PLAN
(Full Title of the Plans)
___________________
Copies to:
Marianne M. Keler, Esq. Ronald O. Mueller, Esq.
General Counsel Gibson, Dunn & Crutcher LLP
SLM CORPORATION 1050 Connecticut Avenue, N.W.
11600 Sallie Mae Drive Washington, D.C. 20036
Reston, Virginia 21093 (202) 955-8500
(Name and Address of Agent For Service)
___________________
(703) 810-3000
(Telephone Number, Including Area Code, of Agent For Service)
___________________
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered/(1)/ Offering Price Aggregate Registration Fee/(2)/
Per Share(2) Offering Price/(2)/
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Common Stock, $0.20 18,467,200 shares $93.055 $1,718,465,296 $158,099
par value per share
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(1) Pursuant to Rule 416(c) under the Securities Act, there is also being
registered such additional Common Stock that become available under the
foregoing plans in connection with certain changes in the number of
outstanding Common Stock because of events such as recapitalizations,
stock dividends, stock splits and reverse stock splits, and any other
securities with respect to which the outstanding Shares are converted or
exchanged.
(2) Estimated solely for the purpose of calculating the registration fee. The
registration fee has been calculated in accordance with Rule 457(h) under
the Securities Act of 1933 based upon the average high and low prices for
the Common Stock on July 2, 2002, which was $93.055.
INTRODUCTION
This Registration Statement on Form S-8 is filed by SLM Corporation,
a Delaware corporation (the "Registrant" or the "Company") relating to
18,467,200 shares of the Company's Common Stock, par value $.20 per share (the
"Common Stock"), to be issued under the Company's Employee Stock Option Plan,
Management Incentive Plan and Board of Directors Stock Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required in Part I of this Registration Statement is
included in prospectuses for the Company's Employee Stock Option Plan,
Management Incentive Plan and Board of Directors Stock Plan, which are not filed
as part of this Registration Statement pursuant to the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission ("Commission") are hereby incorporated by reference into
this Registration Statement:
1. The Company's most recent Annual Report, which on the date this Form
S-8 is filed is the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001, filed on March 28, 2002.
2. The Company's Quarterly Reports on Form 10-Q for its fiscal quarters
ended after the end of the fiscal year covered by the Form 10-K
referenced above, which on the date this Form S-8 is filed is the
Company's Form 10-Q for the first quarter ended March 31, 2001, filed
on May 15, 2001.
3. All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the Form 10-K referenced
above, which on the date this Form S-8 is filed is the Company's Form
8-K, filed on February 19, 2002, and the Company's Form 8-K, filed on
May 9, 2002.
4. The description of the Common Stock set forth under the caption
"Description of Registrant's Securities to be Registered" in the
Registrant's Registration Statement on Form 8-A dated August 7, 1997,
together with any amendment or report filed with the Commission for
the purpose of updating such description.
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All reports and other documents that the Company subsequently files
with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Exchange Act, prior to the filing of a post-effective amendment indicating that
the Company has sold all of the securities offered under this Registration
Statement or that deregisters the distribution of all such securities then
remaining unsold, shall be deemed to be incorporated by reference into this
Registration Statement from the date that the Company files such report or
document. Any statement contained in this Registration Statement or any report
or document incorporated into this Registration Statement by reference, however,
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently dated
report or document that is also considered part of this Registration Statement,
or in any amendment to this Registration Statement, is inconsistent with such
prior statement. The Registrant's file number with the Commission is 001-13251.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the Common
Stock registered hereby have been passed upon for the Registrant by Marianne
Keler, General Counsel of the Registrant. Ms. Keler is employed by the
Registrant, in the past has received options to purchase shares of Common Stock
under the Company's Management Incentive Plan, and is eligible to receive
additional awards under this Plan from time to time in the future.
On May 9, 2002, we announced that we had appointed
PricewaterhouseCoopers LLC to replace Arthur Andersen LLP as our independent
auditors. Our consolidated balance sheets as of December 31, 2001 and 2000, and
the related consolidated statements of income, changes in stockholders' equity
and cash flows for each of the three years in the period ended December 31, 2001
incorporated by reference in this registration statement have been audited by
Andersen, as stated in their report dated January 16, 2002, which is
incorporated by reference herein. After reasonable efforts, we have been unable
to obtain Andersen's consent to the incorporation by reference into this
registration statement of Andersen's report with respect to these financial
statements. Under these circumstances, Rule 437a under the Securities Act
permits us to file this registration statement without a written consent from
Andersen. The absence of such consent may limit recovery by investors on certain
claims. In particular, and without limitation, investors will not be able to
assert claims against Andersen under Section 11 of the Securities Act. In
addition, the ability of Andersen to satisfy any claims (including claims
arising from Andersen's provision of auditing and other services to us) may be
limited as a practical matter due to recent events regarding Andersen.
Item 6. Indemnification of Directors and Officers.
Article VIII of the Registrant's By-Laws provides for indemnification
of the officers and directors of SLM Corporation to the fullest extent permitted
by applicable law. Section 145 of the Delaware General Corporation Law provides,
in relevant part, that a corporation organized under the laws of Delaware shall
have the power, and in certain cases the obligation, to indemnify any person who
was or is a party or is threatened to be made a party to
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any suit or proceeding because such person is or was a director, officer,
employee or agent of the corporation or is or was serving, at the request of the
corporation, as a director, officer, employee or agent of another corporation,
against all costs actually and reasonably incurred by him in connection with
such suit or proceeding if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal proceeding, he or she had no
reason to believe his or her conduct was unlawful. Similar indemnity is
permitted to be provided to such persons in connection with an action or suit by
or in right of the corporation, provided such person acted in good faith and in
a manner he or she believed to be in or not opposed to the best interests of the
corporation, and provided further (unless a court of competent jurisdiction
otherwise determines) that such person shall not have been adjudged liable to
the corporation.
The directors and officers of the Registrant and its subsidiaries are
covered by a policy of insurance under which they are insured, within the limits
and subject to certain limitations, against certain expenses in connection with
the defense of actions, suits or proceedings, and certain liabilities that might
be imposed as a result of such actions, suits or proceedings in which they are
parties by reason of being or having been directors or officers.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Registrant pursuant to the foregoing provisions, the Registrant has been
informed that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit No. Description
----------- --------------------------------------------------------
4.1 Amended and Restated Certificate of Incorporation of the
Registrant as filed with the Secretary of State on
February 18, 1999.
4.2 By-Laws of the Registrant.
5.1 Opinion of Marianne M. Keler, Esq., General Counsel of
SLM Corporation
10.1 SLM Corporation Employee Stock Option Plan
10.2 SLM Corporation Management Incentive Plan
10.3 SLM Corporation Board of Directors Stock Plan
23.1 Consent of Marianne M. Keler, Esq. (contained in Exhibit
5.1)
23.2 Consent of Independent Public Accountants*
24.1 Power of Attorney (included on the signature page of
this Registration Statement)
* Please refer to Item 5, "Interests of Named Experts and Counsel".
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes:
(a) 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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this 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 and 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
a 20 percent change in the maximum aggregate offering price set forth
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in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement;
(b) That, for the purpose of determining any liability under the
Securities Act, 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; and
(c) 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
3. Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the Company has been advised
that in the opinion of the Commission such indemnification is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director, officer
or controlling person of the Company 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 Company 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 Securities
Act and will be governed by the final adjudication of such issue.
[SIGNATURES ON THE NEXT PAGE]
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the City of Reston, Commonwealth of Virginia, on this 3rd day of
July, 2002.
SLM CORPORATION
By: /s/ Albert L. Lord
-----------------------------------
Name: Albert L. Lord
Title: Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated. Each of the directors and/or officers of
the Registrant whose signature appears below hereby appoints Marianne M. Keler
and Mike Sheehan, and each of them severally as his attorney-in-fact to sign his
name and on his behalf, in any and all capacities stated below, and to file with
the Securities and Exchange Commission any and all amendments, including
post-effective amendments to this Registration Statement as appropriate, and
generally to do all such things in their behalf in their capacities as officers
and directors to enable Registrant to comply with the provisions of the
Securities Act of 1933, and all requirements of the Securities and Exchange
Commission.
Name and Signature Title Date
---------------------------- ----------------------------- -----------------
/s/ Albert L. Lord Chief Executive Officer July 3, 2002
---------------------------- and Director
Albert L. Lord (Principal Executive Officer)
/s/ John F. Remondi Executive Vice President and
---------------------------- Chief Financial Officer
John F. Remondi (Principal Financial and July 3, 2002
Accounting Officer)
/s/ Edward A. Fox Chairman of the Board of July 3, 2002
---------------------------- Directors
Edward A. Fox
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/s/ Charles L. Daley
-------------------------------------
Charles L. Daley Director July 3, 2002
/s/ Thomas J. Fitzpatrick President and Chief Operating July 3, 2002
------------------------------------- Officer
Thomas J. Fitzpatrick
/s/ William M. Diefenderfer, III
-------------------------------------
William M. Diefenderfer, III Director July 3, 2002
/s/ Diane Suitt Gilleland
-------------------------------------
Diane Suitt Gilleland Director July 3, 2002
/s/ Earl A. Goode
-------------------------------------
Earl A. Goode Director July 3, 2002
/s/ Ann Torre Grant
-------------------------------------
Ann Torre Grant Director July 3, 2002
/s/ Ronald F. Hunt
-------------------------------------
Ronald F. Hunt Director July 3, 2002
/s/ Benjamin J. Lambert, III
-------------------------------------
Benjamin J. Lambert, III Director July 3, 2002
/s/ Barry A. Munitz
-------------------------------------
Barry A. Munitz Director July 3, 2002
/s/ A. Alexander Porter, Jr.
-------------------------------------
A. Alexander Porter, Jr. Director July 3, 2002
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/s/ Wolfgang Schoellkopf
---------------------------------
Wolfgang Schoellkopf Director July 3, 2002
/s/ Steven L. Shapiro
---------------------------------
Steven L. Shapiro Director July 3, 2002
/s/ Barry L. Williams
---------------------------------
Barry L. Williams Director July 3, 2002
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EXHIBIT INDEX
Sequentially
Numbered
Exhibit No. Description Page
----------- ------------------------------------------------------------- --------------
4.1 Amended and Restated Certificate of Incorporation of the N/A
Registrant as filed with the Secretary of State on
February 18, 1999, incorporated herein by reference to
Exhibit 3.1 of the Registrant's Registration Statement on
Form S-1 (File No. 333-38391)
4.2 By-Laws of the Registrant, incorporated herein by reference to N/A
Exhibit 3.2 of the Registrant's Registration Statement on
Form S-1 (File No. 333-38391)
5.1 Opinion of Marianne M. Keler, Esq., General Counsel of SLM 11
Corporation
10.1 SLM Corporation Employee Stock Option Plan. 13
10.2 SLM Corporation Management Incentive Plan 18
10.3 SLM Corporation Board of Directors Stock Plan. 29
23.1 Consent of Marianne M. Keler, Esq. (contained in Exhibit 5.1) N/A
23.2 Consent of Independent Public Accountants* N/A
24.1 Power of Attorney (included on the signature page of this N/A
Registration Statement)
* Please refer to Item 5, "Interests of Named Experts and Counsel".
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