<PAGE>
Exhibit Index is on page 10
As filed with the Securities and Exchange Commission on May 23, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CORESTATES FINANCIAL CORP
-------------------------
(Exact name of registrant as specified in its charter)
Pennsylvania 23-1899716
------------ ----------
(State of incorporation) (IRS Employer
Identification No.)
Philadelphia National Bank Building
Broad and Chestnut Streets 19107
Philadelphia, PA -----
- ----------------------------------- (Zip Code)
(Address of Principal Executive
Offices)
CORESTATES FINANCIAL CORP AMENDED AND RESTATED STOCK
----------------------------------------------------
COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS (1997)
- ---------------------------------------------------
(Full title of the plan)
-------------------------------------------------
Lucinda J. Gannon, Esq.
CoreStates Financial Corp
1339 Chestnut Street
Philadelphia, PA 19107
(215) 786-1364
(Name, address and telephone number of agent for service)
<TABLE>
<CAPTION>
================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration
Registered Offering Aggregate Fee (1)
Price Per Offering
Share (1) Price (1)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 150,000 $ 51.5625 $ 7,734,375 $ 2,343.52
par value shares
$1.00 per share
================================================================================
</TABLE>
(1) Calculated pursuant to Rule 457(c). Computed based upon $ 51.5625 per
share, the average of the high and low prices of a share of Common Stock of
the Company reported in the New York Stock Exchange consolidated reporting
system on May 21, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
CoreStates Financial Corp (the "Company") hereby incorporates the
following documents into this registration statement by reference:
(a) The Company's latest Annual Report filed pursuant to Section
13(a) of the Securities Exchange Act of 1934 or the latest Prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of 1933 which contain,
either directly or by incorporation by reference, certified financial statements
for the Company's latest fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year covered by
the Annual Report or the Prospectus referred to in (a) above.
(c) The description of the Company's Capital Stock which is
contained in the Prospectus included in the Registration Statement of CoreStates
Financial Corp on Form S-4 (No. 33-300067), under "Description of Capital
Stock."
All reports subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Pennsylvania Business Corporation Law ("PBCL") provides that a
corporation may indemnify any person who was or is party or is threatened to be
made a party to any threatened, pending or completed action or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative action by or in the right of such corporation) by reason of the fact
that the person is or was a representative of the corporation (or is or was
serving at the request of the corporation as a representative of another
corporation) against expenses (including
<PAGE>
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred in connection with such action or proceeding, if such person
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of such corporation, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful.
The PBCL also permits indemnification by a corporation under similar
circumstances for expenses (including attorneys' fees) actually and reasonably
incurred by such persons in connection with the defense or settlement of a
threatened, pending or completed derivative action, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to such corporation
unless the court of common pleas of the judicial district embracing the county
in which the registered office of the corporation is located or the court in
which such action was brought determines upon application that such person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.
The PBCL provides that the indemnification described above shall not be
deemed exclusive of other indemnification that may be granted by a corporation
pursuant to its By-Laws, disinterested directors' vote, shareholders' vote,
agreement or otherwise; provided that the indemnification shall not be made in
--------
any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
The PBCL also empowers corporations to purchase and maintain insurance on
behalf of any person who is or was a representative of the corporation, or is or
was serving at the request of the corporation as a representative for another
corporation, partnership, joint venture, trust or other enterprise against any
liability asserted against him in any such capacity, or arising out of his
status as such, whether or not the corporation would have the power to indemnify
him against such liability as described above.
The Articles of Incorporation of CoreStates Financial Corp (the
"Registrant") provide that no director or officer of the Registrant, as such,
shall be personally liable to the Registrant or its shareholders for monetary
damages for any action taken, or any failure to take any action, except where
the director or officer (a) has breached or failed to perform the duties of his
or her office under the Registrant's Articles of Incorporation, By-laws or
applicable provisions of law and such breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness, (b) is responsible or liable
pursuant to a criminal statute or (c) is responsible or liable for the payment
of taxes pursuant to local, state or federal law.
Pursuant to the Registrant's By-laws, the Registrant is obligated to
indemnify an Indemnified representative (as defined below) against any Liability
(as defined below) incurred in connection with any Proceeding (as defined below)
in which the Indemnified representative may be involved as a party or otherwise,
by reason of the fact that such person is or was serving in an Indemnified
capacity (as defined below), including, without limitation, liabilities
resulting from any actual or alleged breach or neglect of duty, error,
misstatement or misleading statement,
<PAGE>
negligence, gross negligence or act giving rise to strict or products Liability,
except:
(i) where such indemnification is expressly prohibited by
applicable law, or
(ii) where the conduct of the Indemnified representative has
been determined to constitute willful misconduct or recklessness within the
meaning of 42 Pa.C.S. Section 8365(b) (now a reference to PBCL Section 1746(b))
or any superseding provision of law, sufficient in the circumstances to bar
indemnification against Liabilities arising from the conduct.
For the purposes of the foregoing,
"Indemnified capacity" means any and all past, present and future service
by an indemnified representative in one or more capacities as a director,
officer, employee or agent of the Registrant, or, at the request of the
Registrant, as a director, officer, employee, agent, fiduciary or trustee of
another corporation, partnership, joint venture, trust, employee benefit plan or
other entity or enterprise;
"Indemnified representative" means any and all directors and officers of
the Registrant and any other person designated as an indemnified representative
by the Board of Directors of the Registrant (which may, but need not, include
any person serving at the request of the Registrant, as a director, officer,
employee, agent, fiduciary or trustee of another corporation, partnership, joint
venture, trust, employee benefit plan or other entity or enterprise);
"Liability" means any damage, judgment, amount paid in settlement, fine,
penalty, punitive damages, excise tax assessed with respect to an employee
benefit plan, or other cost or expense of any nature (including, without
limitation, attorneys' fees and disbursements); and
"Proceeding" means any threatened, pending or completed action, suit,
appeal or other proceeding of any nature, whether civil, criminal,
administrative or investigative, whether formal or informal, and whether brought
by or in the right of the Registrant, a class of its security holders or
otherwise.
The Registrant's By-laws provide that to further effect, satisfy or secure
indemnification obligations, the Registrant may maintain insurance, obtain a
letter of credit, act as self-insurer, create a reserve, trust, escrow, cash
collateral or other fund or account, enter into indemnification agreements,
pledge or grant security interests in any assets or properties of the
Registrant, or enter into any other arrangement as the Board of Directors of the
Registrant deems appropriate.
The By-laws also specify that the right to indemnification provided thereby
is a contract right and entitle the persons to be indemnified to be reimbursed
for the expense of prosecuting any such claim against the Registrant and to have
all expenses incurred in advance of the final disposition of a proceeding paid
by the Registrant upon the receipt of an undertaking by or on behalf of such
persons to repay such amounts if it ultimately is determined in an arbitration
<PAGE>
proceeding conducted pursuant to the Registrant's By-laws that such persons are
not entitled to be indemnified by the Registrant. The rights to indemnification
and advancement of expenses granted pursuant to the By-laws continue as to a
person who has ceased to be an Indemnified representative in respect of matters
prior to such time and inure to the benefit of representatives of such a person.
Any dispute related to the right to indemnification or advancement of
expenses as indemnification for liabilities arising under the Securities Act of
1933 which the Registrant has undertaken to submit to a court for adjudication
shall be decided only by arbitration in accordance with the commercial
arbitration rules then in effect of the American Arbitration Association. Any
award entered by the arbitrators shall be final, binding and nonappealable and
judgement may be entered thereon by any party in accordance with applicable law
in any court of competent jurisdiction.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4 Instruments defining the rights of security holders:
(a) CoreStates Financial Corp Amended and Restated Stock
Compensation Plan for Non-Employee Directors (1997)
5 Opinion regarding legality
23 (a) Consent of Independent Auditors
(b) Consent of Certified Public Accountants
Item 9. Undertakings.
------------
The undersigned Company 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 "Securities 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
<PAGE>
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 value 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 the registration statement or
any material change to such information in the registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) of this section
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 Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for purposes of determining liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of the
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from the registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) The undersigned Company hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Company's Annual Report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(a) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed 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 Securities
Act of 1933 may be permitted to directors, officers or controlling persons of
the Company pursuant to the foregoing provisions or otherwise, the Company 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 Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Company
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, hereunto duly
authorized in the City of Philadelphia, Commonwealth of Pennsylvania on
May 23, 1997.
CORESTATES FINANCIAL CORP
By: /s/ Terrence A. Larsen
--------------------------
Terrence A. Larsen
Chief Executive Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints each of
Terrence A. Larsen and Lucinda J. Gannon, as such person's true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for such person and in such person's name, place and stead, in any and all
capacities, to sign any and all amendments to the 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 as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or a 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 by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Terrence A. Larsen Director, Chairman of May 23, 1997
- ------------------------ the Board and Chief
Terrence A. Larsen Executive Officer
/s/ Albert W. Mandia Chief Financial Officer May 23, 1997
- ------------------------ (Principal Financial Officer)
Albert W. Mandia
/s/ Christopher J. Carey Controller May 23, 1997
- ------------------------ (Principal Accounting Officer)
Christopher J. Carey
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Robert W. Cardy Director May 23, 1997
- --------------------------
Robert W. Cardy
/s/ Carlton E. Hughes Director May 23, 1997
- --------------------------
Carlton E. Hughes
/s/ Ernest E. Jones Director May 23, 1997
- --------------------------
Ernest E. Jones
/s/ Herbert Lotman Director May 23, 1997
- --------------------------
Herbert Lotman
/s/ George V. Lynett Director May 23, 1997
- --------------------------
George V. Lynett
/s/ Marlin Miller, Jr. Director May 23, 1997
- --------------------------
Marlin Miller, Jr.
/s/ Patricia A. McFate Director May 23, 1997
- --------------------------
Patricia A. McFate
/s/ James M. Seabrook, Sr. Director May 23, 1997
- --------------------------
James M. Seabrook, Sr.
/s/ Raymond W. Smith Director May 23, 1997
- --------------------------
Raymond W. Smith
/s/ George Strawbridge, Jr. Director May 23, 1997
- --------------------------
George Strawbridge, Jr.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Peter S. Strawbridge Director May 23, 1997
- ---------------------------
Peter S. Strawbridge
/s/ Judith M. von Seldeneck Director May 23, 1997
- ---------------------------
Judith M. von Seldeneck
</TABLE>
<PAGE>
CORESTATES FINANCIAL CORP
INDEX OF EXHIBITS
Exhibit Number Description Sequentially
Numbered
Page
4(a) CoreStates Financial Corp Amended and N/A
Restated Stock Compensation Plan for
Non-Employee Directors (1997) (incorporated
herein by reference to Registrant's
Definitive Proxy Statement dated
March 4, 1997)
5 Opinion regarding legality 11
23(a) Consent of Independent Auditors-Ernst & 12
Young LLP
23(b) Consent of Certified Public Accountants- 13
KPMG Peat Marwick LLP
<PAGE>
Exhibit 5
Letterhead
May 23, 1997
CoreStates Financial Corp
Philadelphia National Bank Building
1345 Chestnut Street
Philadelphia, PA 19107
Re: Registration Statement on Form S-8 for
150,000 Shares of Common Stock
--------------------------------------
Ladies and Gentlemen:
As counsel for CoreStates Financial Corp, a Pennsylvania corporation (the
"Company"), I am furnishing this opinion in connection with the above-captioned
Registration Statement relating to the issuance and sale of 150,000 shares of
Common Stock, par value $1.00 per share, of the Company (the "Shares") pursuant
to the Amended and Restated Stock Compensation Plan for Non-Employee Directors
(1997). I have participated in the preparation of the Registration Statement
and have also examined the Company's Certificate of Incorporation, as amended
and restated, and By-laws and resolutions of the Board of Directors and the
stockholders of the Company.
My opinion set forth below is limited to the General Corporation Law of the
Commonwealth of Pennsylvania.
In my opinion, the Shares have been duly authorized and, when issued, will
be legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as Exhibit 5 to the
Registration Statement. In giving this opinion, I do not thereby admit that I
am acting within the category of persons whose consent is required under Section
7 of the Securities Act of 1933 or the rules or regulations of the Securities
and Exchange Commission promulgated thereunder.
Very truly yours,
Lucinda J. Gannon
Counsel
<PAGE>
Exhibit 23(a)
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the CoreStates Financial Corp Amended and Restated
Stock Compensation Plan For Non-Employee Directors of our report dated
January 22, 1997, with respect to the consolidated financial statements of
Corestates Financial Corp incorporated by reference in its Annual Report on Form
10-K for the year ended December 31, 1996, filed with the Securities and
Exchange Commission.
Philadelphia, Pennsylvania /s/ Ernst & Young LLP
May 21, 1997
<PAGE>
Exhibit 23(b)
Consent of Certified Public Accountants
We consent to the use of our reports, described below under the caption Reports,
incorporated herein by reference in the Registration Statement.
Reports
-------
. Our report dated January 17, 1996, except as to Note 2, which is as of
February 23, 1996, with respect to the consolidated balance sheets of Meridian
Bancorp, Inc. and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, changes in shareholders' equity and
cash flows for each of the years in the two-year period ended December 31,
1995. The report of KPMG Peat Marwick LLP covering the aforementioned
financial statements contains an explanatory paragraph which discusses that
Meridian Bancorp, Inc. adopted the provisions of the Financial Accounting
Standards Board's Statements of Financial Accounting Standards No. 115,
Accounting for Certain Investments in Debt and Equity Securities, and No. 112,
Employers' Accounting for Post-employment Benefits, in 1994.
. Our report dated January 16, 1996, except for note 20, which is as of February
23, 1996, with respect to the consolidated balance sheets of United Counties
Bancorporation and subsidiaries as of December 31, 1995 and 1994, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows, for each of the years in the two-year period ended December 31,
1995. The report of KPMG Peat Marwick LLP covering the aforementioned
consolidated financial statements contains an explanatory paragraph which
discusses that United Counties Bancorporation adopted the provisions of the
Financial Accounting Standards Board's Statements of Financial Accounting
Standards No. 115, Accounting for Certain Investments in Debt and Equity
Securities, in 1994.
/s/ KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
May 21, 1997
