-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BOiC+d5JzlFlwUqtGgw78yiLNwjjC6Gp/POxEIjg+SODk9HkuerolUyqMUW6gXL7 7xaYg7SnYEshtxzUr+uX+A== 0000929624-99-002132.txt : 19991221 0000929624-99-002132.hdr.sgml : 19991221 ACCESSION NUMBER: 0000929624-99-002132 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19991220 EFFECTIVENESS DATE: 19991220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943025021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-93125 FILM NUMBER: 99777716 BUSINESS ADDRESS: STREET 1: 120 KEARNEY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156277000 MAIL ADDRESS: STREET 1: 101 MONTGOMERY ST CITY: SAN FRANCISCO STATE: CA ZIP: 94104 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on December 20, 1999 File No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATON STATEMENT UNDER THE SECURITIES ACT OF 1933 THE CHARLES SCHWAB CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 94-3025021 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 120 Kearny Street San Francisco, California 94104 (Address of Principal Executive Offices) The Charles Schwab Corporation Employee Stock Incentive Plan (Full Title of the Plan) Joseph R. Martinetto Senior Vice President and Treasurer The Charles Schwab Corporation 120 Kearny Street San Francisco, California 94104 Telephone: 415/627-7000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE =========================================================================================================== Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Per Aggregate Offering Registration Fee to be Registered Registered (1) Share (2) Price (2) - ----------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 9,200,000 $35.65625 $328,037,500 $86,601.90 ===========================================================================================================
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers an additional indeterminate number of shares which by reason of certain events specified in the Plan may become subject to the plan. (2) Pursuant to Rule 457(h), the maximum offering price was calculated to be $35.65625 on the basis of the average of the high and low prices at which the common stock was sold on December 17, 1999. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference. ------------------------------------------------ Pursuant to General Instruction E to Form S-8, the contents of The Charles Schwab Corporation's Registration Statement on Form S-8 (File No. 333-48335) as filed with the Securities and Exchange Commission as of March 20, 1998 are incorporated herein by reference, except as the same may be modified by the information set forth herein. This Registration Statement is being filed to register an additional 9,200,000 shares of the common stock of The Charles Schwab Corporation under its Employee Stock Incentive Plan. Item 8. Exhibits. -------- Exhibit Number Exhibit Description - ------ ------------------- 5 Opinion of Counsel 23.1 Independent Auditors' Consent 23.2 Consent of Counsel (included in Exhibit 5) II-1 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 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 and County of San Francisco, and the State of California, on this 17th day of December, 1999. THE CHARLES SCHWAB CORPORATION (Registrant) By: /s/ Charles R. Schwab -------------------------- Charles R. Schwab Chairman and Co-Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below on this 17th day of December, 1999 by the following persons in the capacities indicated. Signature Title --------- ----- /s/ Charles R. Schwab - ------------------------------------ Charles R. Schwab Chairman, Co-Chief Executive Officer and Director (principal executive officer) /s/ David S. Pottruck - ------------------------------------ David S. Pottruck President, Co-Chief Executive Officer and Director (principal executive officer) /s/ Christopher V. Dodds - ------------------------------------ Christopher V. Dodds Executive Vice President and Chief Financial Officer (principal financial and accounting officer) II-2 /s/ Nancy H. Bechtle Director - ------------------------------------ Nancy H. Bechtle /s/ C. Preston Butcher Director - ------------------------------------ C. Preston Butcher /s/ Donald G. Fisher Director - ------------------------------------ Donald G. Fisher /s/ Anthony M. Frank Director - ------------------------------------ Anthony M. Frank /s/ Frank C. Herringer Director - ------------------------------------ Frank C. Herringer /s/ Stephen T. McLin Director - ------------------------------------ Stephen T. McLin /s/ Condoleezza Rice Director - ------------------------------------ Condoleezza Rice /s/ Arun Sarin Director - ------------------------------------ Arun Sarin /s/ George P. Shultz Director - ------------------------------------ George P. Shultz /s/ Roger O. Walther Director - ------------------------------------ Roger O. Walther II-3 INDEX TO EXHIBITS Exhibit Number Exhibit Description - ------ ------------------- 5 Opinion of Counsel 23.1 Independent Auditors' Consent 23.2 Consent of Counsel (included in Exhibit 5) II-4 EX-5 2 OPINION OF COUNSEL EXHIBIT 5 December 17, 1999 Members of the Board of Directors The Charles Schwab Corporation 120 Kearny Street San Francisco, CA 94104 Dear Board Members: I am an Assistant Corporate Secretary of The Charles Schwab Corporation (the "Registrant") and Vice President, Senior Corporate Counsel and Assistant Corporate Secretary of Charles Schwab & Co., Inc. I am rendering this opinion in my capacity as counsel to the Registrant in connection with the registration under the Securities Act of 1933, as amended, of 9,200,000 shares of the Registrant's common stock, par value, $0.01 par value (the "Common Stock"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") relating to the Registrant's Employee Stock Incentive Plan (the "Plan"). The Registration Statement is to be filed by The Charles Schwab Corporation with the Securities and Exchange Commission on or about December 17, 1999. I have examined or caused to be examined such corporate records, certificates and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion. On the basis of such examination, it is my opinion that the Common Stock, when issued in the manner contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Sincerely, Willie C. Bogan Senior Corporate Counsel EX-23.1 3 INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Charles Schwab Corporation on Form S-8 of our report dated February 22, 1999, appearing in and incorporated by reference in the Annual Report on Form 10-K of The Charles Schwab Corporation for the year ended December 31, 1998. DELOITTE & TOUCHE LLP San Francisco, California December 17, 1999 -----END PRIVACY-ENHANCED MESSAGE-----