As filed with the Securities and Exchange Commission
on May 31, 2000
File 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 (I.R.S. Employer
of Incorporation or Organization) Identification No.)
120 Kearny Street
San Francisco, California 94108
(Address of Principal Executive Offices)
401(k) Plan and ESOP of United States Trust Company
of New York and Affiliated Companies
(Full Title of the Plan)
Christopher V. Dodds
Executive Vice President and Chief Financial Officer
The Charles Schwab Corporation
120 Kearny Street
San Francisco, California 94108
Telephone: 415/627-7000
(Name, Address and Telephone Number, Including Area Code,
of Agent for Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=========================================================================================================
Proposed
Title of Securities Amount to be Maximum Proposed Maxi- Amount of
to be Registered Registered (1) Offering Price Per mum Aggregate Registration Fee
Share (2) Offering Price (2)
---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$0.01 par value 18,000,000 $25.00 $450,000,000 $118,800
=========================================================================================================
(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 $25.00 on the basis of the average of the high and low
prices at which the common stock was sold on May 26, 2000 (adjusted for the 3-for-2 stock split effected May 30, 2000).
</TABLE>
<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 year ended
December 31, 1999.
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2000.
(c) The following Current Reports on Form 8-K of the Registrant:
(1) the Current Report on Form 8-K dated January 14, 2000; and
(2) the Current Report on Form 8-K dated February 22, 2000.
(d) The description of the Registrant's common stock contained in the
Registration Statement on Form 8-A filed with the Commission on
September 22, 1987, under Section 12 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), including any
amendment or description filed for the purpose of updating such
description.
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 this 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.
Any statement contained in a document incorporated by reference into
this Registration Statement shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein (or in any other
subsequently filed document which also is or is deemed incorporated herein)
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part hereof, except as so
modified or superseded.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Counsel who provided the opinion set forth in Exhibit 5 is an Assistant
Corporate Secretary of the Registrant.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
The Registrant's Fourth Restated Certificate of Incorporation provides
that, pursuant to Delaware law, 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, with specific exceptions. The exceptions
relate to (i) any breach of a director's duty of loyalty to the Registrant or
its stockholders, (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) approval by a
director of certain unlawful dividend payments, distributions or stock
redemptions or repurchases or (iv) engaging in a transaction from which a
director derives an improper personal benefit.
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Among the types of breaches for which directors will not be liable are those
resulting from negligent or grossly negligent behavior.
The Registrant's Second Restated Bylaws also provide for the
indemnification of both the Registrant's directors and officers within the
limitations permitted by Delaware law. Section 145 of the Delaware General
Corporation Law authorizes indemnification of directors and officers for actions
taken in good faith and in a manner reasonably believed to be in, or not opposed
to, the best interests of the corporation. This provision is sufficiently broad
to permit indemnification under certain circumstances for liabilities (and for
reimbursement of expenses incurred) arising under the Securities Act of 1933, as
amended (the "Act"). The Registrant has entered into indemnity agreements with
its directors that contain provisions that are in some respects broader than the
specified indemnification provisions contained in Delaware law.
The Registrant has obtained directors' and officers' liability and
corporate reimbursement insurance covering all officers and directors of the
Registrant and its subsidiaries and providing 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.
--------
Exhibit
Number Exhibit Description
------- -------------------
5 Opinion of Counsel
23.1 Independent Auditors' Consent
23.2 Consent of Counsel (included in Exhibit 5)
24 Powers of Attorney (included as part of the signature page to
this Registration Statement)
99 401(k) Plan and ESOP of United States Trust Company of New
York and Affiliated Companies
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
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; and
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(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration statement or
any material change to such information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (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 15(d) of the Exchange Act
that are incorporated by reference in this 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 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 an employee benefit 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) 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 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.
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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 31st day of May, 2000.
THE CHARLES SCHWAB CORPORATION
(Registrant)
By: /s/CHARLES R. SCHWAB
---------------------
Charles R. Schwab
Chairman and
Co-Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Charles R. Schwab, David S.
Pottruck and Christopher V. Dodds, his true and lawful attorney-in-fact and
agent, with full power of substitution and re-substitution, for him and in his
name, place and stead, in any and all capacities, to sign and execute on behalf
of the undersigned any and all amendments (including 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, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection with any such amendments, as fully to all intents and
purposes as he might or could do in person, and does hereby ratify and confirm
all that said attorney-in-fact and agent, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on this 31st day of May, 2000 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)
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/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
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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)
24 Powers of Attorney (included as part of the signature page to
this Registration Statement)
99 401(k) Plan and ESOP of United States Trust Company of New
York and Affiliated Companies
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