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<P align="center"><FONT size="2"><B>As filed with the Securities and Exchange Commission on November&nbsp;7, 2003</B>
</FONT>

<P align="right"><FONT size="2"><B>Registration No.&nbsp;333-</B>
</FONT>

<P align="center"><FONT size="4"><B>SECURITIES AND EXCHANGE COMMISSION</B>
</FONT>

<P align="center"><FONT size="2"><B>WASHINGTON, D.C. 20549</B>
</FONT>

<P align="center"><FONT size="4"><B>FORM S-8</B>
</FONT>

<P align="center"><FONT size="2"><B>REGISTRATION STATEMENT</B>
</FONT>

<P align="center"><FONT size="2"><B>UNDER</B>
</FONT>

<P align="center"><FONT size="2"><B>THE SECURITIES ACT OF 1933</B>
</FONT>

<P align="center"><FONT size="4"><B>PORTFOLIO RECOVERY ASSOCIATES, INC.</B>
</FONT>

<P align="center"><FONT size="2">(Exact Name of Registrant as Specified in Its Charter)
</FONT>
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<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
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    <TD width="50%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
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    <TD align="center" valign="top"><FONT size="2"><B><u>Delaware</u></B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B><u>75-3078675</u></B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><br></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2">(State or Other Jurisdiction of Incorporation or Organization)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>120 Corporate Boulevard<BR>
Suite&nbsp;100<BR>
Norfolk, VA 23502</B>
</FONT>

<P align="center"><FONT size="2">(Address of Principal Executive Offices including Zip Code)
</FONT>
<P align="center"><FONT size="2"><B>Portfolio Recovery Associates, Inc. 2002 Employee Stock Option Plan</B>
</FONT>

<P align="center"><FONT size="2">(Full Title of the Plan)
</FONT>
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<TABLE cellspacing="0" border="0" cellpadding="0" width="85%">
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    <TD width="51%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="46%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>JUDITH S. SCOTT, ESQ</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>Copy to:</B></FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>Executive Vice President, General Counsel and Secretary<BR>
Portfolio Recovery Associates, Inc.<BR>
120 Corporate Boulevard<BR>
Suite&nbsp;100<BR>
Norfolk, VA 23502<BR>
(757)&nbsp;519-9300</B></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>ADAM M. FOX, ESQ.<BR>
Swidler Berlin Shereff Friedman, LLP<BR>
The Chrysler Building<BR>
405 Lexington Avenue<BR>
New York, NY 10174<BR>
(212)&nbsp;973-0111</B></FONT></TD>
</TR>
</TABLE>
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<P align="center"><FONT size="2">(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
</FONT>
<P><FONT size="2"><B>This registration statement shall hereafter become effective in accordance with
Rule&nbsp;462 promulgated under the Securities Act of 1933, as amended.</B>
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B>
</FONT>

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<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="45%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="12%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Title of Each Class of Securities To Be Registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>to be</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered </B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Per Share (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Price (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Fee (2)</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $0.01 par value</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD colspan="3" align="center" nowrap><FONT size="2">2,000,000 shares</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">28.90</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">57,800,000</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">4,676.02</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The price is estimated solely for the purposes of calculating the registration fee pursuant to Rule&nbsp;457(h) and
(c)&nbsp;under the Securities Act of 1933, as amended (the &#147;Act&#148;), and represents the average of the high and low
sales price of the common stock, par value $0.01 per share (the &#147;Common Stock&#148;) of Portfolio Recovery
Associates, Inc. (the &#147;Company&#148;) on the Nasdaq National Market on November 6, 2003.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The registration fee has been calculated pursuant to Rule&nbsp;457(h) and (c)&nbsp;of the Act as follows: 2,000,000
multiplied by .0000809 multiplied by $28.90 (representing the average of the high and low sales price of the
Common Stock on the Nasdaq National Market on November 6, 2003).</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
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<P align="center"><FONT size="2"><B>PART I</B>
</FONT>

<P align="center"><FONT size="2"><B>INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</FONT>

<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</FONT>

<P><FONT size="2">The following documents previously filed by the Company, with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), are incorporated herein by reference:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The Company&#146;s Annual Report on Form&nbsp;10-K for the fiscal year ended
December&nbsp;31, 2002, which is the Company&#146;s latest Annual Report filed
pursuant to Section&nbsp;13(a) or 15(d) of the Exchange Act;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The Company&#146;s Quarterly Reports on Form&nbsp;10-Q for the quarters ended March
31, 2003, June&nbsp;30, 2003 and September&nbsp;30, 2003, and all other reports
filed by the Company pursuant to Section&nbsp;13(a) or 15(d) of the Exchange
Act, since the end of the fiscal year covered by the Annual Report on Form
10-K referred to in (a)&nbsp;above; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The description of the Company&#146;s common stock, par value $0.01 per share,
contained in the Company&#146;s Registration Statement on Form&nbsp;8-A filed under
Section&nbsp;12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">All documents subsequently filed by the Company pursuant to Sections&nbsp;13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered 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 the filing of such documents.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;4. Description of the Securities.</B>
</FONT>

<P><FONT size="2">Not Applicable
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</FONT>

<P><FONT size="2">Not Applicable
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</FONT>

<P><FONT size="2">The registrant&#146;s certificate of incorporation (the &#147;Certificate&#148;) provides that
each person who was or is made a party or is threatened to be made a party to
or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a &#147;proceeding&#148;), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the registrant or is or was serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or alleged action in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified by the registrant to the
fullest extent permitted by the General Corporation Law of the State of
Delaware (the &#147;Delaware Law&#148;) as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the registrant to provide broader indemnification rights then said law
permitted the registrant to provide prior to such amendment) against all
expense, liability and loss (including attorneys&#146; fees, judgments, fines,
excise taxes or penalties pursuant to the Employee Retirement Income Security
Act of 1974 and amounts paid or to be paid in settlement) reasonably incurred
by such person in connection with such proceeding and such indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that the registrant shall indemnify any
such person seeking indemnification in connection with a proceeding initiated
by him or her only if such proceeding was authorized by the board of directors,
either generally or in the specific instance.
</FONT>
<P><FONT size="2">The Delaware Law permits indemnification of a director, officer, employee or
agent in civil, criminal, administrative or investigative actions, suits or
proceedings (other than an action by or in the right of the corporation) to
which such person is a party or is threatened to be made a party by reason of
the fact of such relationship with the corporation or the fact that such person
is or was serving in a similar capacity with another entity at the request of
the corporation against expenses (including attorneys&#146; fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action if such person 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 action or proceeding, if he
or she had no reasonable cause to believe his or her conduct was unlawful. The
Delaware Law permits indemnification of a director, officer, employee or agent
in actions or suits by or in the right of the corporation to which such person
is a party or is threatened to be made a party by reason of the fact of such
relationship with the corporation or the fact that such person is or was
serving in a similar capacity with another entity at the request of the
corporation against expenses (including attorneys&#146; fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action if such person acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to
</FONT>
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<P><FONT size="2">the best interests of the corporation except that no indemnification may be
made in respect of any such claim, issue or matter to any person adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which the action was brought determines that,
despite the adjudication of liability, such person is under all circumstances,
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper. Under the Delaware Law, to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding or any claim, issue or matter therein
(whether or not the suit is brought by or in the right of the corporation), he
or she shall be indemnified against expenses (including attorneys&#146; fees)
actually and reasonably incurred by him. In all cases in which indemnification
is permitted (unless ordered by a court), it may be made by the corporation
only as authorized in the specific case upon a determination that the
applicable standard of conduct has been met by the party to be indemnified.
Such determination must be made, with respect to a person who is a director or
officer at the time of such determination, (1)&nbsp;by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2)&nbsp;by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3)&nbsp;if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4)&nbsp;by the stockholders. The statute
authorizes the corporation to pay expenses incurred by an officer or director
in advance of a final disposition of a proceeding upon receipt of an
undertaking by or on behalf of the person to whom the advance will be made, to
repay the advances if it shall ultimately be determined that he was not
entitled to indemnification. The Delaware Law provides that indemnification and
advancement of expenses permitted thereunder are not to be exclusive of any
rights to which those seeking indemnification or advancement of expenses may be
entitled under any By-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The Delaware Law also authorizes the corporation to
purchase and maintain liability insurance on behalf of its directors, officers,
employees and agents regardless of whether the corporation would have the
statutory power to indemnify such persons against the liabilities insured.
</FONT>
<P><FONT size="2">The Certificate provides that the right to indemnification contained therein
includes the right to be paid by the registrant the expenses incurred in
defending any such proceeding in advance of its final disposition in accordance
with procedures established from time to time by the board of directors;
provided, however, that if the Delaware Law requires, the payment of such
expenses incurred by a director, officer or employee in advance of the final
disposition of a proceeding shall be made only upon delivery to the registrant
of an undertaking by or on behalf of such person to repay all amounts so
advanced if it shall ultimately be determined that such person is not entitled
to be indemnified by the registrant as authorized in the Certificate or
otherwise.
</FONT>
<P><FONT size="2">The registrant maintains directors&#146; and officers&#146; liability insurance covering
certain liabilities incurred by the directors and officers of the registrant in
connection with the performance of their duties.
</FONT>
<P><FONT size="2">Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</FONT>

<P><FONT size="2">Not Applicable
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;8. Exhibits.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The following exhibits are filed as part of this registration statement.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">4.1</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Portfolio Recovery Associates, Inc. 2002 Employee Stock Option Plan
(Incorporated by reference to Exhibit&nbsp;10.12 of the Registration Statement
on Form&nbsp;S-1 filed with the SEC on October&nbsp;30, 2002).</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">5.1</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Opinion of Swidler Berlin Shereff Friedman, LLP.</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">23.1</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Consent of PricewaterhouseCoopers LLP.</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">23.2</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit&nbsp;5.1).</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">24.1</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">Powers of Attorney (included on signature page).</FONT></TD>
</TR>
</TABLE>
<P align="left"><FONT size="2"><B>Item&nbsp;9. Undertakings.</B>
</FONT>

<P><FONT size="2">(a)&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">1.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="86%"><FONT size="2">To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">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</FONT></TD>
</TR>
</TABLE>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="7%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="86%"><FONT size="2">reflected in the form of prospectus filed with the Commission
pursuant to Rule&nbsp;424(b) if, in the aggregate, the changes in
volume and price represent no more than 20&nbsp;percent change in the
maximum aggregate offering price set forth in the &#147;Calculation
of Registration Fee&#148; table in the effective registration
statement;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">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;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2"><u>provided</u>, <u>however</u>, that paragraphs (a)(l)(i) and
(a)(1)(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 with
or furnished to the Commission by the registrant
pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">2.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="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.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">3.</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">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.</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="97%"><FONT size="2">The undersigned registrant hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant&#146;s annual report pursuant to Section&nbsp;13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan&#146;s annual report pursuant to Section&nbsp;15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
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.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="97%"><FONT size="2">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 final adjudication of such issue.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>
<!-- PAGEBREAK -->
<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>
<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P><FONT size="2">Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form&nbsp;S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on November 7, 2003.
</FONT>
<P align="center"><FONT size="2">PORTFOLIO RECOVERY ASSOCIATES, INC.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="60%">
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="60%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD align="right" valign="top"><FONT size="2">By:</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
/s/ STEVEN D. FREDRICKSON<BR>
</FONT><HR size="1" noshade><FONT size="2">
Steven D. Fredrickson<BR>
<I>Chief Executive Officer, President and<BR>
Chairman of the Board of Directors</I></FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD align="right" valign="top"><FONT size="2">By:</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
/s/ KEVIN P. STEVENSON<BR>
</FONT><HR size="1" noshade><FONT size="2">
Kevin P. Stevenson<BR>
<I>Chief Financial Officer, Executive Vice President,<BR>
Treasurer and Assistant Secretary</I></FONT></TD>
</TR>
</TABLE>
</CENTER>
<P><FONT size="2">KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature
appears below constitutes and appoints Steven D. Fredrickson and Kevin P.
Stevenson, his or her true and lawful attorneys-in-fact, with full power of
substitution and resubstitution for him or her and on his or her behalf, and in
his or her name, place and stead, in any and all capacities to execute and sign
any and all amendments or post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof and the Registrant hereby confers like authority on its behalf.
</FONT>
<P><FONT size="2">Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacity and on
the dates indicated.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="26%">&nbsp;</TD>
    <TD width="13%">&nbsp;</TD>
    <TD width="59%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">Dated: November 7, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:/s/ Steven D. Fredrickson
</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Steven D. Fredrickson<BR>
Chief Executive Officer, President and Chairman of the Board of Directors</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><BR></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Dated: November 7, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:/s/ David N. Roberts</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
David Roberts<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><BR></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Dated: November 7, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:/s/ Peter A. Cohen</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Peter A. Cohen<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><BR></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Dated: November 7, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:/s/ James M. Voss</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
James M. Voss<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2"><BR></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">Dated: November 7, 2003</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
By:/s/ William P. Brophey</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
<HR size="1" noshade></FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
William P. Brophey<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">&nbsp;</FONT>




</BODY>
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{"company-data": {"conformed-name": "PORTFOLIO RECOVERY ASSOCIATES INC", "cik": "0001185348", "assigned-sic": "7320", "irs-number": "753078675", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110331", "film-number": "03985175"}, "business-address": {"street1": "120 CORPORATE BLVD STE 100", "city": "NORFOLK", "state": "VA", "zip": "23502", "phone": "7575199300X3003"}, "mail-address": {"street1": "120 CORPORATE BLVD STE 100", "city": "NORFOLK", "state": "VA", "zip": "23502"}}
sv8
As filed with the Securities and Exchange Commission on November 7, 2003
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PORTFOLIO RECOVERY ASSOCIATES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
75-3078675
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
120 Corporate Boulevard
Suite 100
Norfolk, VA 23502
(Address of Principal Executive Offices including Zip Code)
Portfolio Recovery Associates, Inc. 2002 Employee Stock Option Plan
(Full Title of the Plan)
JUDITH S. SCOTT, ESQ
Copy to:
Executive Vice President, General Counsel and Secretary
Portfolio Recovery Associates, Inc.
120 Corporate Boulevard
Suite 100
Norfolk, VA 23502
(757) 519-9300
ADAM M. FOX, ESQ.
Swidler Berlin Shereff Friedman, LLP
The Chrysler Building
405 Lexington Avenue
New York, NY 10174
(212) 973-0111
(Name and Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
This registration statement shall hereafter become effective in accordance with
Rule 462 promulgated under the Securities Act of 1933, as amended.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities To Be Registered
Amount
Proposed Maximum
Proposed Maximum
Amount of
to be
Offering Price
Aggregate Offering
Registration
Registered
Per Share (1)
Price (1)
Fee (2)
Common Stock, $0.01 par value
2,000,000 shares
$
28.90
$
57,800,000
$
4,676.02
(1)
The price is estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(h) and
(c) under the Securities Act of 1933, as amended (the "Act"), and represents the average of the high and low
sales price of the common stock, par value $0.01 per share (the "Common Stock") of Portfolio Recovery
Associates, Inc. (the "Company") on the Nasdaq National Market on November 6, 2003.
(2)
The registration fee has been calculated pursuant to Rule 457(h) and (c) of the Act as follows: 2,000,000
multiplied by .0000809 multiplied by $28.90 (representing the average of the high and low sales price of the
Common Stock on the Nasdaq National Market on November 6, 2003).
PART I
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Company, with the Securities
and Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), are incorporated herein by reference:
(a)
The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002, which is the Company's latest Annual Report filed
pursuant to Section 13(a) or 15(d) of the Exchange Act;
(b)
The Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, 2003, June 30, 2003 and September 30, 2003, and all other reports
filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange
Act, since the end of the fiscal year covered by the Annual Report on Form
10-K referred to in (a) above; and
(c)
The description of the Company's common stock, par value $0.01 per share,
contained in the Company's Registration Statement on Form 8-A filed under
Section 12 of the Exchange Act, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered 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 the filing of such documents.
Item 4. Description of the Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Not Applicable
Item 6. Indemnification of Directors and Officers.
The registrant's certificate of incorporation (the "Certificate") provides that
each person who was or is made a party or is threatened to be made a party to
or is involved in any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative
(hereinafter a "proceeding"), by reason of the fact that he or she, or a person
of whom he or she is the legal representative, is or was a director, officer or
employee of the registrant or is or was serving at the request of the
registrant as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, including service with
respect to employee benefit plans, whether the basis of such proceeding is
alleged action in an official capacity as a director, officer, employee or
agent or alleged action in any other capacity while serving as a director,
officer, employee or agent, shall be indemnified by the registrant to the
fullest extent permitted by the General Corporation Law of the State of
Delaware (the "Delaware Law") as the same exists or may hereafter be amended
(but, in the case of any such amendment, only to the extent that such amendment
permits the registrant to provide broader indemnification rights then said law
permitted the registrant to provide prior to such amendment) against all
expense, liability and loss (including attorneys' fees, judgments, fines,
excise taxes or penalties pursuant to the Employee Retirement Income Security
Act of 1974 and amounts paid or to be paid in settlement) reasonably incurred
by such person in connection with such proceeding and such indemnification
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of his or her heirs, executors
and administrators; provided, however, that the registrant shall indemnify any
such person seeking indemnification in connection with a proceeding initiated
by him or her only if such proceeding was authorized by the board of directors,
either generally or in the specific instance.
The Delaware Law permits indemnification of a director, officer, employee or
agent in civil, criminal, administrative or investigative actions, suits or
proceedings (other than an action by or in the right of the corporation) to
which such person is a party or is threatened to be made a party by reason of
the fact of such relationship with the corporation or the fact that such person
is or was serving in a similar capacity with another entity at the request of
the corporation against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action if such person 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 action or proceeding, if he
or she had no reasonable cause to believe his or her conduct was unlawful. The
Delaware Law permits indemnification of a director, officer, employee or agent
in actions or suits by or in the right of the corporation to which such person
is a party or is threatened to be made a party by reason of the fact of such
relationship with the corporation or the fact that such person is or was
serving in a similar capacity with another entity at the request of the
corporation against expenses (including attorneys' fees) actually and
reasonably incurred by him or her in connection with the defense or settlement
of such action if such person 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 except that no indemnification may be
made in respect of any such claim, issue or matter to any person adjudged to be
liable to the corporation unless and only to the extent that the Delaware Court
of Chancery or the court in which the action was brought determines that,
despite the adjudication of liability, such person is under all circumstances,
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper. Under the Delaware Law, to the extent that a present or
former director or officer is successful, on the merits or otherwise, in the
defense of any action, suit or proceeding or any claim, issue or matter therein
(whether or not the suit is brought by or in the right of the corporation), he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him. In all cases in which indemnification
is permitted (unless ordered by a court), it may be made by the corporation
only as authorized in the specific case upon a determination that the
applicable standard of conduct has been met by the party to be indemnified.
Such determination must be made, with respect to a person who is a director or
officer at the time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding, even though
less than a quorum, or (2) by a committee of such directors designated by
majority vote of such directors, even though less than a quorum, or (3) if
there are no such directors, or if such directors so direct, by independent
legal counsel in a written opinion, or (4) by the stockholders. The statute
authorizes the corporation to pay expenses incurred by an officer or director
in advance of a final disposition of a proceeding upon receipt of an
undertaking by or on behalf of the person to whom the advance will be made, to
repay the advances if it shall ultimately be determined that he was not
entitled to indemnification. The Delaware Law provides that indemnification and
advancement of expenses permitted thereunder are not to be exclusive of any
rights to which those seeking indemnification or advancement of expenses may be
entitled under any By-law, agreement, vote of stockholders or disinterested
directors, or otherwise. The Delaware Law also authorizes the corporation to
purchase and maintain liability insurance on behalf of its directors, officers,
employees and agents regardless of whether the corporation would have the
statutory power to indemnify such persons against the liabilities insured.
The Certificate provides that the right to indemnification contained therein
includes the right to be paid by the registrant the expenses incurred in
defending any such proceeding in advance of its final disposition in accordance
with procedures established from time to time by the board of directors;
provided, however, that if the Delaware Law requires, the payment of such
expenses incurred by a director, officer or employee in advance of the final
disposition of a proceeding shall be made only upon delivery to the registrant
of an undertaking by or on behalf of such person to repay all amounts so
advanced if it shall ultimately be determined that such person is not entitled
to be indemnified by the registrant as authorized in the Certificate or
otherwise.
The registrant maintains directors' and officers' liability insurance covering
certain liabilities incurred by the directors and officers of the registrant in
connection with the performance of their duties.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 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 Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not Applicable
Item 8. Exhibits.
The following exhibits are filed as part of this registration statement.
4.1
Portfolio Recovery Associates, Inc. 2002 Employee Stock Option Plan
(Incorporated by reference to Exhibit 10.12 of the Registration Statement
on Form S-1 filed with the SEC on October 30, 2002).
5.1
Opinion of Swidler Berlin Shereff Friedman, LLP.
23.1
Consent of PricewaterhouseCoopers LLP.
23.2
Consent of Swidler Berlin Shereff Friedman, LLP (included in Exhibit 5.1).
24.1
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, as amended;
(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;
(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)(l)(i) and
(a)(1)(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 with
or furnished to the Commission by the registrant
pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated
by reference in this 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 the 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, where 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 this
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 final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Norfolk, Commonwealth of Virginia, on November 7, 2003.
PORTFOLIO RECOVERY ASSOCIATES, INC.
By:
/s/ STEVEN D. FREDRICKSON
Steven D. Fredrickson
Chief Executive Officer, President and
Chairman of the Board of Directors
By:
/s/ KEVIN P. STEVENSON
Kevin P. Stevenson
Chief Financial Officer, Executive Vice President,
Treasurer and Assistant Secretary
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned whose signature
appears below constitutes and appoints Steven D. Fredrickson and Kevin P.
Stevenson, his or her true and lawful attorneys-in-fact, with full power of
substitution and resubstitution for him or her and on his or her behalf, and in
his or her name, place and stead, in any and all capacities to execute and sign
any and all amendments or post-effective amendments to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact or any of them or
their or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof and the Registrant hereby confers like authority on its behalf.
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed below by the following persons in the capacity and on
the dates indicated.
Dated: November 7, 2003
By:/s/ Steven D. Fredrickson
Steven D. Fredrickson
Chief Executive Officer, President and Chairman of the Board of Directors
Dated: November 7, 2003
By:/s/ David N. Roberts
David Roberts
Director
Dated: November 7, 2003
By:/s/ Peter A. Cohen
Peter A. Cohen
Director
Dated: November 7, 2003
By:/s/ James M. Voss
James M. Voss
Director
Dated: November 7, 2003
By:/s/ William P. Brophey
William P. Brophey
Director