<PAGE>
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)
<TABLE>
<CAPTION>
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)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 9,200,000 $35.65625 $328,037,500 $86,601.90
===========================================================================================================
</TABLE>
(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.
<PAGE>
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
<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 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
<PAGE>
/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
<PAGE>
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
<PAGE>
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
<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 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
