<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 1, 2000
REGISTRATION STATEMENT NO. 333-32084
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
THE CHARLES SCHWAB CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
DELAWARE 94-3025021
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
</TABLE>
120 KEARNY STREET
SAN FRANCISCO, CA 94108
(415) 627-7000
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
CHRISTOPHER V. DODDS
EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
THE CHARLES SCHWAB CORPORATION
120 KEARNY STREET
SAN FRANCISCO, CA 94108
(415) 627-7000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
LAWRENCE B. RABKIN, ESQ.
LARRY W. SMITH, ESQ.
HOWARD, RICE, NEMEROVSKI, CANADY,
FALK & RABKIN
A PROFESSIONAL CORPORATION
THREE EMBARCADERO CENTER, 7TH FLOOR
SAN FRANCISCO, CA 94111
TELEPHONE: (415) 434-1600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective as
determined by market conditions.
-------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] ____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
-------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
PROSPECTUS
THE CHARLES SCHWAB CORPORATION
11,713,465 SHARES OF COMMON STOCK
This prospectus covers shares of The Charles Schwab Corporation common
stock, par value $ 0.01 per share, which certain of our shareholders may offer
for sale from time to time. The Selling Shareholders, which are listed on page 5
of this prospectus or in supplements to the prospectus, acquired the shares
being offered in a transaction not involving a public offering. We are
registering the shares under the Securities Act of 1933 on behalf of the Selling
Shareholders in order to permit the public sale or other distribution of the
shares.
The Selling Shareholders may offer and sell the shares from time to time
through ordinary brokerage transactions, in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices. We will not realize any proceeds from the sale of the shares by the
Selling Shareholders.
The Selling Shareholders and any broker-dealers or agents that participate
with the Selling Shareholders in the sale of the shares may be deemed to be
"underwriters" within the meaning of the Securities Act, and any commissions
they receive and any profit on the resale of the shares they purchase may be
deemed to be underwriting commissions or discounts under the Securities Act.
Our common stock trades on the New York Stock Exchange under the symbol
"SCH." On April 28, 2000, the closing price of our common stock was $44.50.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
MAY 1, 2000
<PAGE> 3
TABLE OF CONTENTS
<TABLE>
<S> <C>
Note Regarding Forward-Looking Statements................... 3
The Charles Schwab Corporation.............................. 3
Where You Can Find More Information......................... 3
Incorporation of Certain Documents by Reference............. 4
Use of Proceeds............................................. 4
Selling Shareholders........................................ 5
Plan of Distribution........................................ 6
Description of Capital Stock................................ 7
Legal Matters............................................... 7
Experts..................................................... 7
</TABLE>
2
<PAGE> 4
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the information incorporated by reference, may
contain "forward-looking statements" within the meaning of Section 27A of the
Securities Act, and Section 21E of the Securities Exchange Act of 1934.
Forward-looking statements are identified by words such as "believe,"
"anticipate," "expect," "intend," "plan," "will," "may" and other similar
expressions. In addition, any statements that refer to expectations, projections
or other characterizations of future events or circumstances are forward-looking
statements. These forward-looking statements are necessarily estimates
reflecting the best judgment of our senior management. Readers are cautioned not
to place undue reliance on these forward-looking statements, which speak only as
of the date of this prospectus or, in the case of documents incorporated by
reference, as of the date of those documents.
There are a variety of factors and risks that could cause actual results
experienced to differ materially from the anticipated results or other
expectations expressed in the forward-looking statements or that could affect
the decision to invest in our securities, including, but not limited to, those
set forth in our Annual Report on Form 10-K for the year ended December 31, 1999
and in our Current Reports on Form 8-K filed with the Securities and Exchange
Commission on January 14, 2000 and February 22, 2000 (which are incorporated
into this document by reference).
THE CHARLES SCHWAB CORPORATION
The Charles Schwab Corporation, through its subsidiaries, engages in
securities brokerage and related financial services, including retail brokerage,
mutual funds, support services for independent investment managers, equity
securities market-making and 401(k) defined contribution plans. Charles Schwab &
Co., Inc., our principal operating subsidiary, provides brokerage and related
investment services nationwide and in Puerto Rico and the U.S. Virgin Islands.
Charles Schwab Europe is our retail securities brokerage firm located in the
United Kingdom. Another of our subsidiaries, Schwab Capital Markets L.P.
(formerly Mayer & Schweitzer, Inc.), a market maker in Nasdaq and other
securities, provides trade execution services to broker-dealers and
institutional customers. Charles Schwab Investment Management, Inc. is the
investment advisor for our proprietary mutual funds.
We were incorporated in Delaware in November 1986. Charles Schwab & Co.,
Inc. was incorporated in California in 1971 and merged in 1983 with a subsidiary
of BankAmerica Corporation. We acquired Charles Schwab & Co., Inc. in a
management-led leveraged buyout in March 1987 and became a publicly held company
in September 1987. Our principal executive offices are located at 120 Kearny
Street, San Francisco, CA 94108 (telephone number (415) 627-7000). Our website
is http://www.schwab.com. This reference to our website address does not
constitute incorporation by reference of the information contained in the
website.
All references to "we," "us," "our" or to "Schwab" in this prospectus are
to The Charles Schwab Corporation.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and proxy statements and
other information with the Securities and Exchange Commission (File No. 1-9700).
Our SEC filings are available to the public through commercial document
retrieval services and at the Internet website maintained by the SEC at
http://www.sec.gov. You may also read and copy any document we file at the SEC's
public reference rooms in Washington, D.C., New York, New York and Chicago,
Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference rooms.
We encourage review of any documents and reports subsequently filed by us
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of this prospectus.
3
<PAGE> 5
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
of this prospectus and prior to the time all of the securities offered by this
prospectus are sold shall be deemed to be incorporated by reference in this
prospectus on the date of filing such documents:
- Schwab's Annual Report on Form 10-K for the year ended December 31, 1999.
- Schwab's Current Report on Form 8-K, filed on January 14, 2000.
- Schwab's Current Report on Form 8-K, filed on February 22, 2000.
We will furnish without charge to each person to whom this prospectus is
delivered, on the written or oral request of such person, a copy of any or all
of the documents incorporated by reference into this prospectus, except for the
exhibits to such documents. Requests should be made to:
The Charles Schwab Corporation
Investor Relations Department
101 Montgomery Street
San Francisco, California 94104
(415) 636-2787
Any statement contained in a document or information incorporated or deemed
to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed document that also is,
or is deemed to be, incorporated by reference, modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this prospectus.
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus is accurate as of any
date other that the date on the front of these documents.
USE OF PROCEEDS
We will not receive any proceeds from the Selling Shareholders' sale of any
shares of common stock, but will pay all expenses related to the registration of
the shares.
4
<PAGE> 6
SELLING SHAREHOLDERS
The shares offered by this document are being offered by the Selling
Shareholders named in the table below. The table contains information concerning
the Selling Shareholders' beneficial ownership of our common stock as of April
28, 2000 and the number of shares registered in the offering. Such information
was furnished to us by the Selling Shareholders. The Selling Shareholders have
sole voting power and investment power with respect to all shares of the common
stock shown as beneficially owned by them, subject to community property laws,
where applicable.
<TABLE>
<CAPTION>
SHARES SHARES
OWNED PRIOR TO REGISTERED IN
NAME THE OFFERING(1) THE OFFERING(2)
---- --------------- ---------------
<S> <C> <C>
Milestone International, Ltd. .............................. 6,889,447 6,889,447
Tim Brosnan................................................. 1,069,333 1,069,333
McCormick/Mix Wyoming Statutory Business Trust No. 2........ 869,500 802,000
Bradley J. Swearingen....................................... 568,083 568,083
Leslie M. Moor.............................................. 402,871 402,871
Aurora Holdings, SA......................................... 354,216 354,216
Gregory B. Ferris........................................... 200,500 200,500
Vernon H. and Janet C. Jones, Jr. .......................... 193,282 193,282
Dilton Investments.......................................... 173,769 173,769
Austin Technology Ventures Trust............................ 133,666 133,666
David W. Drapela............................................ 106,930 106,930
Greenland Investments Inc. ................................. 106,930 106,930
McCormick Master Statutory Trust............................ 93,566 93,566
Gregory Scott Mogonye....................................... 86,616 86,616
Philip R. Berber............................................ 76,190 76,190
Richard Munoz, Jr. ......................................... 68,170 68,170
Service Life and Casualty Ins. Co. ......................... 66,833 66,833
Service Lloyd's Insurance Co. .............................. 66,833 66,833
Timothy J. Decker........................................... 40,100 40,100
MFC & Associates............................................ 40,100 40,100
William H. Padgett.......................................... 40,100 40,100
WH Investments Partnership.................................. 40,100 40,100
Iris Klein.................................................. 28,070 28,070
Jonathon White.............................................. 20,050 20,050
Rose Abeyta................................................. 24,060 16,040
Vernon S. Holt.............................................. 13,361 13,361
Edward M. Obuchowski........................................ 5,349 5,349
Robin Strickland............................................ 8,050 3,208
Annie T. Moor............................................... 2,406 2,406
Cristin T. Moor............................................. 2,406 2,406
Joseph Hsieh................................................ 1,336 1,336
Ralph Medina................................................ 802 802
Donald D. Moore, Jr. ....................................... 2,406 802
Totals............................................ 11,795,431 11,713,465
</TABLE>
- ---------------
(1) Each of the Selling Shareholders has beneficial ownership of less than 1% of
our outstanding shares of common stock.
(2) 11.7% of the shares held by each Selling Shareholder, which are offered for
sale by this prospectus (a total of 1,368,421 shares), have been deposited
into an escrow account until March 1, 2002 and will not be available for
sale by the Selling Shareholders until that date. Under certain
circumstances, the escrow shares may be reacquired by us.
Because the Selling Shareholders may use this prospectus to sell all or
some portion of the common stock they presently own, no estimate can be given as
to the number of shares that each Selling Shareholder will hold after any sale.
In addition, the Selling Shareholders may have sold, transferred or otherwise
disposed of
5
<PAGE> 7
all or a portion of their shares since the date on which they provided the
information to us in transactions exempt from the registration requirements of
the Securities Act.
Only Selling Shareholders identified above who beneficially own the common
stock in the table on the effective date of the registration statement of which
this prospectus is a part may sell shares pursuant to this prospectus. We may
from time to time include additional Selling Shareholders in supplements to this
prospectus.
Certain of the Selling Shareholders are employees of CyBerCorp, Inc. which
we acquired in March 2000. Except for their employment, none of the Selling
Shareholders listed above had any material relationship with us, other than as a
result of the ownership of the shares, within the three-year period ending on
the date of this prospectus.
PLAN OF DISTRIBUTION
The shares being offered in this prospectus were originally acquired by the
initial holders of the shares in a private offering on March 1, 2000 as
consideration for our acquisition of CyBerCorp, Inc. As part of the terms of the
acquisition, we entered into a registration rights agreement with the initial
Selling Shareholders. The registration rights agreement required us to file the
registration statement of which this prospectus is a part to cover the resale of
the shares by the Selling Shareholders. We also agreed to use all reasonable
efforts to keep the registration statement effective until March 1, 2001.
All costs, expenses and fees in connection with the registration of the
shares offered by this prospectus will be paid by us. Brokerage commissions and
similar selling expenses, if any, attributable to the sale of shares will be
paid by the Selling Shareholders.
The Selling Shareholders may sell the shares from time to time in one or
more types of transactions (which may include block transactions) on the New
York Stock Exchange, in the over-the-counter market, in negotiated private
transactions not effected on any exchange, through put or call options
transactions relating to the shares, through short sales or a combination of
such methods of sale, at market prices prevailing at the time of sale, or at
negotiated prices. Such transactions may or may not involve brokers or dealers.
The Selling Shareholders have advised us that they have not entered into any
agreements, understandings or arrangements with any underwriter or coordinating
broker in connection with the proposed sale of shares by the Selling
Shareholders.
The Selling Shareholders may sell directly to purchasers or to or through
broker-dealers that may act as agents or principals. Such broker-dealers may
receive compensation in the form of discounts, concessions or commissions from
the Selling Shareholders and/or the purchasers of shares for whom such
broker-dealers may act as agents or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions).
The Selling Shareholders and any broker-dealers that act in connection with
the sale of shares might be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act of 1933, and any commissions received by
such broker-dealers and any profit on the resale of the shares, including the
shares sold by them while acting as principals, might be deemed to be
underwriting discounts or commissions under the Securities Act.
We have agreed to indemnify each Selling Shareholder against certain
liabilities, including liabilities arising under the Securities Act. The Selling
Shareholders may agree to indemnify any agent, dealer or broker-dealer that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act.
Because Selling Shareholders may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, the Selling Shareholders may be
subject to the prospectus delivery requirements of the Securities Act.
6
<PAGE> 8
Selling Shareholders also may resell all or a portion of the shares in open
market transactions in reliance upon Rule 144 under the Securities Act, provided
they meet its criteria and conform to its requirements.
If a Selling Shareholder notifies us that such Selling Shareholder has
entered into any material arrangement with an underwriter or broker-dealer for a
sale through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, we will file a supplement to
this prospectus, if required, pursuant to Rule 424(b) under the Securities Act.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 2,000,000,000 shares of common
stock, par value $0.01 per share, of which, as of April 24, 2000, 840,881,273
shares were issued and outstanding, and 9,940,000 shares of preferred stock, par
value $0.01 per share, of which, as of April 24, 2000, no shares were issued and
outstanding.
Common Stock. Each holder of our common stock is entitled to one vote per
share for the election of directors and for all other matters to be voted upon
by our shareholders. Our certificate of incorporation does not provide for
cumulative voting. Our board of directors is divided into three classes.
Holders of shares of our common stock are entitled to receive dividends out
of funds legally available for distribution if and when declared by the board of
directors, and, subject to the rights of any preferred stock that may be
outstanding in the future, to share ratably in the assets legally available for
distribution to our shareholders in the event of our liquidation, dissolution or
winding-up. Holders of our common stock have no preemptive, subscription,
redemption or conversion rights. The shares being sold pursuant to this
prospectus are fully paid and nonassessable.
Preferred Stock. Our board of directors has the power, without further
action by the shareholders, to issue preferred stock as a class without series,
or in one or more series, and to fix the voting rights, designations,
preferences and relative, participating, optional and other special rights, and
the qualifications, limitations and restrictions applicable to the preferred
stock.
The rights of holders of our common stock as described above will be
subject to, and may be adversely affected by, the rights of holders of any
preferred stock that may be issued in the future. The board of directors may
cause shares of preferred stock to be issued to obtain additional financing; in
connection with acquisitions; to our and our subsidiaries' officers, directors
and employees pursuant to benefit plans or otherwise; and for other proper
corporate purposes. Shares of preferred stock issued by us could, under certain
circumstances, make it more difficult for a third party to gain control of us.
We have no current plans or agreements to issue any series of preferred stock in
the future.
LEGAL MATTERS
Howard, Rice, Nemerovski, Canady, Falk & Rabkin, A Professional
Corporation, will pass on the legality of the common stock offered in this
document. Certain directors of that firm beneficially own an aggregate of less
than 1% of our common stock.
EXPERTS
The audited consolidated financial statements and the related financial
statement schedules of us and our subsidiaries as of December 31, 1999 and 1998
and for each of the three years in the period ended December 31, 1999
incorporated in this prospectus by reference from our Annual Report on Form 10-K
for the year ended December 31, 1999 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their reports, which are incorporated by
reference in this prospectus, and have been so incorporated in reliance upon the
reports of Deloitte & Touche LLP given upon their authority as experts in
accounting and auditing. Their report on the consolidated financial statements
expresses an unqualified opinion and includes an explanatory paragraph related
to an accounting change to conform with Statement of Position 98-1.
7
<PAGE> 9
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the various expenses payable in connection
with the issuance and distribution of the securities being registered. All
amounts are estimated except the Securities and Exchange Commission registration
fee and the New York Stock Exchange listing fee.
<TABLE>
<CAPTION>
AMOUNT
--------
<S> <C>
SEC registration fee........................................ $138,866
New York Stock Exchange listing fee......................... $ 40,997
Printing expenses........................................... $ 15,000
Legal fees and expenses..................................... $ 15,000
Accounting fees and expenses................................ $ 10,000
Miscellaneous............................................... $ 5,137
--------
Total............................................. $225,000
========
</TABLE>
The above fees will be payable by The Charles Schwab Corporation.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Our Fourth Restated Certificate of Incorporation provides that, pursuant to
Delaware law, our directors will not be personally liable to us or our
stockholders for monetary damages arising from a breach or alleged breach of a
director's fiduciary duty, with specific exceptions. The exceptions relate to
(i) any breach of the director's duty of loyalty to us or our stockholders, (ii)
acts or omissions that are not in good faith or that 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. Among the types of breaches for which directors will
not be liable are those resulting from negligent or grossly negligent behavior.
Our Second Restated Bylaws also provide for the indemnification of both our
directors and officers within the limitations provided 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 such
person reasonably believed to be in, or not opposed to, our best interests. 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. We have entered into
indemnity agreements with our directors that contain provisions that are in some
respects broader than the specified indemnification provisions contained in
Delaware law.
We have obtained directors' and officers' liability and corporate
reimbursement insurance covering all of our officers and directors and the
officers and directors of our subsidiaries and providing for the reimbursement
of amounts paid by us or our subsidiaries to directors and officers pursuant to
indemnification arrangements, subject to certain deductibles and coinsurance
provisions.
II-1
<PAGE> 10
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. EXHIBIT TITLE
------- -------------
<C> <S>
4.1 Fourth Restated Certificate of Incorporation, effective July
30, 1999, of the Registrant, which includes amendments
through May 20, 1999, filed as Exhibit 3.10 to the
Registrant's Current Report on Form 8-K filed on July 6,
1999 and incorporated herein by reference.
4.2 Registration Rights Agreement, dated as of March 1, 2000, by
and among the Registrant and the Selling Shareholders.*
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation (contained in its opinion filed
as Exhibit 5.1 to this Registration Statement).
</TABLE>
- ---------------
* Previously filed.
ITEM 17. 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;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this 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 this 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% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(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 (a)(1)(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, as amended, 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 purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed
II-2
<PAGE> 11
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.
II-3
<PAGE> 12
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
requirements of filing on Form S-3, and has duly caused this Amendment No. 1 to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of San Francisco, California, on April 28
2000.
THE CHARLES SCHWAB CORPORATION
By: /s/ CHRISTOPHER V. DODDS
------------------------------------
Christopher V. Dodds
Executive Vice President
and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to the Registration Statement has been signed below by the following
persons in the capacities indicated, on April 28, 2000.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
------------------ -----
<S> <C>
* Chairman, Co-Chief Executive Officer and
- -------------------------------------------- Director (principal executive officer)
Charles R. Schwab
* Co-Chief Executive Officer, President and
- -------------------------------------------- Director (principal executive officer)
David S. Pottruck
/s/ CHRISTOPHER V. DODDS Executive Vice President and Chief Financial
- -------------------------------------------- Officer (principal financial and accounting
Christopher V. Dodds officer)
* Director
- --------------------------------------------
Nancy H. Bechtle
* Director
- --------------------------------------------
C. Preston Butcher
* Director
- --------------------------------------------
Donald G. Fisher
* Director
- --------------------------------------------
Anthony M. Frank
* Director
- --------------------------------------------
Frank C. Herringer
* Director
- --------------------------------------------
Stephen T. McLin
* Director
- --------------------------------------------
Condoleezza Rice
</TABLE>
II-4
<PAGE> 13
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE
------------------ -----
<S> <C>
* Director
- --------------------------------------------
Arun Sarin
* Director
- --------------------------------------------
George P. Shultz
* Director
- --------------------------------------------
Roger O. Walther
By: /s/ CHRISTOPHER V. DODDS
- --------------------------------------------
Christopher V. Dodds
Attorney-in-fact
</TABLE>
II-5
<PAGE> 14
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
4.1 Fourth Restated Certificate of Incorporation, effective July
30, 1999, of the Registrant, which includes amendments
through May 20, 1999, filed as Exhibit 3.10 to the
Registrant's Current Report on Form 8-K filed on July 6,
1999 and incorporated herein by reference.
4.2 Registration Rights Agreement, dated as of March 1, 2000, by
and among the Registrant and the Selling Shareholders.*
5.1 Opinion of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation.
23.1 Consent of Deloitte & Touche LLP, independent auditors.
23.2 Consent of Howard, Rice, Nemerovski, Canady, Falk & Rabkin,
A Professional Corporation (contained in its opinion filed
as Exhibit 5.1 to this Registration Statement).
</TABLE>
- ---------------
* Previously filed.
<PAGE> 1
EXHIBIT 5.1
HOWARD, RICE, NEMEROVSKI, CANADY, FALK & RABKIN
A PROFESSIONAL CORPORATION
THREE EMBARCADERO CENTER
SAN FRANCISCO, CA 94111
(415) 434-1600
May 1, 2000
The Charles Schwab Corporation
120 Kearny Street
San Francisco, CA 94108
Dear Ladies and Gentlemen:
You have requested our opinion as counsel for The Charles Schwab
Corporation, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder of 11,713,465 shares of the Company's common
stock, $0.01 par value per share (the "Shares"), which may be offered for sale
by certain shareholders of the Company who have acquired the Shares in a
transaction not involving a public offering.
We have examined the Company's Registration Statement on Form S-3 in the
form to be filed with the Securities and Exchange Commission on the date of this
opinion (the "Registration Statement"). We further have examined the Certificate
of Incorporation of the Company as certified by the Secretary of State of the
State of Delaware and the Bylaws of the Company. In addition, we have examined
such corporate records, certificates and other documents (of which we are aware)
and such questions of law as we have considered necessary or appropriate for the
purposes of this opinion.
Based on the foregoing examination, we are of the opinion that the Shares
have been duly authorized by appropriate corporate action of the Company, and
when the Shares have been duly issued and/or sold as described in the
Registration Statement, any amendment thereto, the prospectus and any supplement
thereto, the Shares will be legally issued, fully paid and non-assessable.
<PAGE> 2
The Charles Schwab Corporation
May 1, 2000
Page 2
In connection with this opinion, we have assumed the following: (a) the
authenticity of the original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
(c) the truth, accuracy and completeness of the information, representations and
warranties contained in the instruments, documents, records and certificates we
have reviewed; (d) the due authorization, execution and delivery on behalf of
the respective parties thereto of the documents referred to herein and the
legal, valid and binding nature thereof with respect to such parties; and (e)
the absence of any evidence extrinsic to the provisions of the written
agreements between the parties that the parties intended a meaning contrary to
that expressed by those provisions. We have not independently verified such
assumptions.
We express no opinion as to laws other than the substantive laws of the
State of California (without regard to conflicts-of-laws or choice-of-law
principles), the General Corporation Law of the State of Delaware and the
federal laws of the United States of America, in each case to the extent
applicable and not excepted from the scope of the opinions expressed above.
We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of our name wherever it appears in the Registration
Statement, any amendment thereto, the prospectus and any supplement thereto.
Very truly yours,
Howard, Rice, Nemerovski, Canady,
Falk & Rabkin
A Professional Corporation
/s/ LAWRENCE B. RABKIN
--------------------------------------
Lawrence B. Rabkin
<PAGE> 1
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Amendment No. 1 to
Registration Statement No. 333-32084 of The Charles Schwab Corporation on Form
S-3 of our reports dated February 16, 2000, 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, 1999, and to the reference to us under the
heading "Experts" in the Prospectus, which is part of this Registration
Statement. Our report on the consolidated financial statements expresses an
unqualified opinion and includes an explanatory paragraph related to an
accounting change to conform with Statement of Position 98-1.
/s/ Deloitte & Touche LLP
San Francisco, California
April 28, 2000
