<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 23, 1998
REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION 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 of (I.R.S. employer
incorporation or organization) identification no.)
-----------------------
101 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94104
(415) 627-7000
(Address of principal executive offices)
-----------------------
CHARLES SCHWAB PROFIT SHARING AND EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plan)
-----------------------
-------------------------------------------------
THE CHARLES SCHWAB CORPORATION
101 MONTGOMERY STREET
SAN FRANCISCO, CALIFORNIA 94104
(415) 627-7000
(Name, address and telephone number, including area code, of agent for service)
-----------------------
COPIES TO:
SCOTT P. SPECTOR, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
-----------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
PROPOSED
AMOUNT PROPOSED MAXIMUM MAXIMUM
TITLE OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE AMOUNT OF
BE REGISTERED REGISTERED PER SHARE( 1) OFFERING PRICE(1) REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $0.01(2) 16,933,932 $36.1875 $612,796,664.20 180,775.02 $
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee,
pursuant to Rule 457, on the basis of the average of the high and low
prices at which the common stock was sold on January 20, 1998.
(2) Relates to Common Stock to be offered or sold pursuant to the Employee
Stock Ownership Plan part of the Charles Schwab Profit Sharing and Employee
Stock Ownership Plan (the "Plan"). In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
Plan described herein. Common Stock to be offered or sold pursuant to the
Profit Sharing and Salary Deferral 401(k) parts of the Plan was previously
registered on Form S-8 (File No. 33-37485).
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this Registration Statement becomes effective.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by The Charles Schwab Corporation (the
"Registrant") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996 which contains, by incorporation by
reference to portions of the Registrant's 1996 Annual Report to
Stockholders, the Registrant's audited financial statements for
the year ended December 31, 1996.
(b) The description of the Registrant's Common Stock incorporated by
reference (to portions of Registrant's Registration Statement No.
33-16192 on Form S-1) in the Registration Statement on Form 8-A
filed with the Commission on September 22, 1987, under Section 12
of the Exchange Act, including any amendment or description filed
for the purpose of updating such description.
(c) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1997, June 30, 1997 and September 30,
1997.
(d) The Registrant's definitive Proxy Statement dated March 21, 1997
for its annual meeting of stockholders held on May 12, 1997.
(e) The Charles Schwab Profit Sharing and Employee Stock Ownership
Plan's (the "Plan") Annual Report on Form 11-K for the year ended
December 31, 1996.
(f) The Registrant's Current Report on Form 8-K dated December 24,
1997.
All reports or other documents subsequently filed by the Registrant
and the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the filing of a post-effective amendment to the Registration
Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold hereunder, shall be deemed to
be incorporated by reference herein and to be a part of this Registration
Statement from the date of filing such reports and documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable; the class of Securities to be offered is registered
under Section 12 of the Exchange Act.
1
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation provides that
no director of the Registrant shall be personally liable to the Registrant or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent provided by applicable law, (i) for any breach of
the director's duty of loyalty to the Registrant or its stockholders, (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) in respect to certain unlawful dividend payments
or stock redemptions or repurchases, or (iv) for any transaction from which the
director derives an improper personal benefit. The effect of the provision in
the Restated Certificate of Incorporation is to eliminate the rights of the
Registrant and its stockholders (through stockholders' derivative suits on
behalf of the Registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director (including breaches resulting from
negligent or grossly negligent behavior) except in the situations described in
clauses (i) - (iv) above.
Section 145 of the Delaware General Corporation Law provides for
indemnification of officers and directors for actions taken in good faith and in
a manner reasonably believed to be in the best interests of the corporation,
which provision is sufficiently broad to indemnify officers and directors of the
Registrant under certain circumstances from liabilities (including reimbursement
for expenses incurred) arising under the Securities Act of 1933, as amended (the
"Act"). Article VII of the Registrant's Amended and Restated Bylaws contains
provisions for the indemnification of officers and directors within the
limitations permitted by such section of Delaware law. The Registrant has
obtained directors and officers liability and corporation reimbursement
insurance which covers all officers and directors of the Registrant and its
subsidiaries, and provides for the reimbursement of amounts paid by the
Registrant or its subsidiaries to directors and officers pursuant to
indemnification arrangements, subject to certain deductibles and coinsurance
provisions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS
5.1 Internal Revenue Service determination letter dated March 9,
1990 to the effect that the Plan is qualified under Section
401 of the Internal Revenue Code (for amendments to the Plan
adopted on July 30, 1987), filed as Exhibit 5.1 to the
Registrant's Registration Statement on Form S-8, File No.
33-37485 and incorporated herein by reference.
5.2 Internal Revenue Service determination letter dated October
2, 1995 to the effect that that the Plan is qualified under
Section 401 of the Internal
2
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Revenue Code (for amendments to the Plan adopted on July 6,
1995). The Registrant and the Plan undertake to submit any
amendments to the Plan not covered by the determination
letters included herein as Exhibits and to make all changes
required by the Internal Revenue Service in order to qualify
the Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of LeRoy Accountancy Corporation.
24.1 Power of Attorney (contained on the signature pages of this
Registration Statement)
ITEM 9. UNDERTAKINGS.
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 (the "Act");
(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 a 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 (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and 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 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Act, each post-effective amendment to this Registration Statement shall be
deemed to be a new registration
3
<PAGE>
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 hereby which remain unsold at
the termination of the offering.
(4) That, for purposes of determining any liability under the Act,
each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and each filing of The Charles Schwab Profit
Sharing and Employee Stock Ownership Plan's annual report pursuant to Section
15(d) of the Exchange Act) 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.
(5) To deliver or cause to be delivered with the prospectus to each
employee to whom the prospectus is sent or given, a copy of the latest annual
report to security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial information required
to be presented by Article 3 of Regulation S-X is not set forth in the
prospectus, to deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such interim financial
information.
(6) Insofar as indemnification for liabilities arising under the Act
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.
4
<PAGE>
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 of San Francisco, State of California, on January 20,
1998.
THE CHARLES SCHWAB CORPORATION
By: /s/ Charles R. Schwab
------------------------------------
Charles R. Schwab
Chairman and Chief Executive Officer
5
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of The Charles Schwab
Corporation, and each of us do hereby constitute and appoint Charles R. Schwab,
David S. Pottruck and Steven L. Scheid, or any of them, our true and lawful
attorneys and agents, each with power of substitution, to do any and all acts
and things in our name and behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or any of them, may deem
necessary or advisable to enable The Charles Schwab Corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement, including specifically but without limitation, power and
authority to sign for us or any of us in our names in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto; and
we do hereby ratify and confirm all that the said attorneys and agents, or their
substitute or substitutes, or any one of them, shall do or cause to be done by
virtue hereof.
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, this Registration Statement has been signed by the following persons in
the capacities indicated on January 20, 1998.
Signature Title
- --------- -----
/s/ Charles R. Schwab Chairman, Co-Chief Executive Officer
- --------------------------------- and Director (principal executive
Charles R. Schwab officer)
/s/ David S. Pottruck President, Co-Chief Executive
- --------------------------------- Officer, Chief Operating Officer and
David S. Pottruck Director
Vice Chairman and Director
- ---------------------------------
Lawrence J. Stupski
/s/ Steven L. Scheid Executive Vice President
- --------------------------------- and Chief Financial Officer (principal
Steven L. Scheid financial and accounting officer
/s/ Nancy H. Bechtle Director
- ---------------------------------
Nancy H. Bechtle
6
<PAGE>
/s/ C. Preston Butcher Director
- ---------------------------------
C. Preston Butcher
Director
- ---------------------------------
Donald G. Fisher
Director
- ---------------------------------
Anthony M. Frank
Director
- ---------------------------------
Frank C. Herringer
/s/ Stephen T. McLin Director
- ---------------------------------
Stephen T. McLin
/s/ Dr. George P. Shultz Director
- ---------------------------------
Dr. George P. Shultz
Director
- ---------------------------------
Roger O. Walther
7
<PAGE>
THE PLAN. Pursuant to the requirements of the Securities Act of 1933, the
Administrative Committee of the Charles Schwab Profit Sharing and Employee Stock
Ownership Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San
Francisco, California, on January 20, 1998.
Charles Schwab Profit Sharing and
Employee Stock Ownership Plan
By: /s/ Luis E. Valencia
------------------------------------------
Name: Luis E. Valencia
------------------------------------------
Title: Executive Vice President and Chief
------------------------------------------
Administrative Officer
------------------------------------------
8
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
5.1 Internal Revenue Service determination letter dated March 9, 1990
to the effect that the Plan is qualified under Section 401 of the
Internal Revenue Code (for amendments to the Plan adopted on July
30, 1987), filed as Exhibit 5.1 to the Registrant's Registration
Statement on Form S-8, File No. 33-37485 and incorporated herein
by reference.
5.2 Internal Revenue Service determination letter dated October 2,
1995 to the effect that that the Plan is qualified under Section
401 of the Internal Revenue Code (for amendments to the Plan
adopted on July 6, 1995). The Registrant and the Plan undertake
to submit any amendments to the Plan not covered by the
determination letters included herein as Exhibits and to make all
changes required by the Internal Revenue Service in order to
qualify the Plan.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Arthur Andersen LLP.
23.3 Consent of LeRoy Accountancy Corporation.
24.1 Power of Attorney (contained on the signature pages of this
Registration Statement)
9
<PAGE>
Exhibit 5.2
INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
2 CUPANIA CIRCLE
MONTEREY PARK, CA 91755
Employer Identification Number:
Date: October 2, 1995 94-3025021
File Folder Number:
940006391
THE CHARLES SCHWAB CORPORATION Person to Contact:
101 MONTGOMERY STREET Linda Page
SAN FRANCISCO, CA 94104 Contact Telephone Number:
(213) 725-7063
Plan Name:
THE CHARLES SCHWAB PROFIT
SHARING AND EMPLOYEE STOCK
Plan Number: 002
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend on
its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination is subject to your adoption of the proposed amendments
submitted in your letter dated September 27, 1995. The proposed amendments
should be adopted on or before the date prescribed by the regulations under Code
section 401(b).
This determination letter is applicable for the amendment(s) adopted on
December 15, 1994.
This determination letter is applicable for the plan adopted on October 1,
1983.
This plan satisfies the requirements of Code section 4975(e)(7).
This plan has been mandatorily disaggregated, permissively aggregated, or
restructured to satisfy the nondiscrimination requirements.
<PAGE>
THE CHARLES SCHWAB CORPORATION
This plan satisfies the nondiscrimination in amount requirement of section
1.401(a)(4)-1(b)(2) of the regulations on the basis of a design-based safe
harbor described in the regulations.
This letter is issued under Rev. Proc. 93-39 and considers the amendments
required by the Tax Reform Act of 1986 except as otherwise specified in this
letter.
This plan satisfies the nondiscriminatory current availability requirements
of section 1.401(a)(4)-4(b) of the regulations with respect to those benefits,
rights, and features that are currently available to all employees in the plan's
coverage group. For this purpose, the plan's coverage group consists of those
employees treated as currently benefiting for purposes of demonstrating that the
plan satisfies the minimum coverage requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated in
the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Richard R. Orosco
District Director
Enclosures:
Publication 794
Addendum
<PAGE>
THE CHARLES SCHWAB CORPORATION
This plan also satisfies the requirements of Code section 401(k).
This plan does not provide for contributions on behalf of participants with less
than one thousand hours of service during the plan year and/or does not provide
for contributions on behalf of participants not employed on the last day of the
plan year. The provision(s) may, in operation, cause this plan to fail the
coverage requirements of IRC 410(b) and/or the participation requirements of IRC
401(a)(26). If this discrimination occurs, this plan will not remain qualified.
<PAGE>
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 reports dated February 21,
1997, 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, 1996.
/s/ Deloitte & Touche LLP
-------------------------
January 20, 1998
San Francisco, California
<PAGE>
Exhibit 23.2
INDEPENDENT AUDITORS' CONSENT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of The Charles Schwab Corporation on
Form S-8 of our reports dated May 9, 1997, included in the Annual Report on Form
11-K of The Charles Schwab Profit Sharing and Employee Stock Ownership Plan for
the year ended December 31, 1996.
/s/ Arthur Andersen LLP
-----------------------
San Francisco, California
January 20, 1998
<PAGE>
Exhibit 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of the Charles Schwab Corporation on Form S-8 to be filed on January 20, 1998
of our report dated May 26, 1996 appearing in this Annual Report on Form 11-K
of The Charles Schwab Profit Sharing and Employee Stock Ownership Plan for
the year ended December 31, 1995.
/s/ LeRoy Accountancy Corporation
---------------------------------
January 20, 1998
