As filed with the Securities and Exchange Commission on August 22, 1996
REGISTRATION NO. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CSB FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 37-1336338
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(Address of principal executive offices, including zip code)
CSB FINANCIAL GROUP, INC. 1995 STOCK OPTION AND INCENTIVE PLAN
(Full title of the plan)
K. GARY REYNOLDS
PRESIDENT
CSB FINANCIAL GROUP, INC.
200 SOUTH POPLAR STREET
CENTRALIA, ILLINOIS 62801
(Name and address of agent for service)
(618) 532-1918
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
CHRISTOPHER J. ZINSKI
SCHIFF HARDIN & WAITE
7200 SEARS TOWER
CHICAGO, ILLINOIS 60606
(312) 258-5548
*---------------------------------*
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of Securities to be Registered to be offering price aggregate Amount of
registered per share offering price registration fee
(1) (1) (1)
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 103,500 $9.25 $957,375 $330.13
</TABLE>
(1) ESTIMATED ON THE BASIS OF $9.25, THE AVERAGE OF THE BID AND THE ASKED
PRICE AS QUOTED ON THE NASDAQ "SMALL-CAP" MARKET ON AUGUST 15, 1996,
PURSUANT TO RULE 457(H).
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed by CSB Financial Group,
Inc. (the "Registrant"), are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1995;
(b) The Registrant's Quarterly Reports on Form 10-QSB for the quarters
ended December 31, 1995 and March 31, 1996 and June 30, 1996,
respectively;
(c) The Registrant's Current Reports on Form 8-K dated January 24, 1996
and April 17, 1996; and
(d) The description of the Registrant's Common Stock, par value $.01 per
share, contained in the Registrant's Registration Statement on Form
SB-2, filed with the Commission on March 1, 1995, as amended by
Amendment No. 1 on Form SB-2, filed with the Commission on June 29,
1995 and Amendment No. 2 on Form SB-2, filed with the Commission on
August 4, 1995.
All documents subsequently filed by the Registrant and/or the Plan
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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
herein 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 Registrant is empowered by Section 145 of the Delaware General
Corporation Law, subject to the procedures and limitations stated therein, to
indemnify any person against expenses (including attorney's fees), judgments,
fines and amount paid in settlement actually and reasonably incurred by him or
her in the defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or her being
or having been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a director,
officer, employee or agent of another enterprise. The statute provides that
this indemnification is not exclusive of other rights of indemnification to
which a person may be entitled under any bylaw, agreement, vote of stockholders
or disinterested directors, or otherwise.
<PAGE> 3
The Certificate of Incorporation and Bylaws of the Registrant provide,
subject to certain procedures and limitations stated therein, that the
Registrant shall indemnify any person against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in the defense of any threatened, pending or completed
action, suit or proceeding in which such person is made a party by reason of
his or her being or having been a director or officer of the Registrant, or
being or having been a director or officer of the Registrant and serving or
having served at the request of the Registrant as a director, officer, employee
or agent of another enterprise. The indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any statute,
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
The Registrant maintains an insurance policy under which its officers and
directors, and the officers and directors of its subsidiary Centralia Savings
Bank, are insured, within the limits and subject to the limitations of the
policy, against certain losses arising from any claim or claims made against
them in their respective capacities of directors or officers. The policy also
provides for reimbursement to the Registrant for any indemnification of such
officers and directors.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein are set
forth in the Exhibit Index filed as part of this registration statement on page
7 hereof.
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;
(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; provided, however, that 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
(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;
<PAGE> 4
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 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(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
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.
<PAGE> 5
SIGNATURES
THE REGISTRANT. 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 Centralia, State of Illinois, on
August 8, 1996.
CSB FINANCIAL GROUP, INC.
(Registrant)
By:/s/ K. Gary Reynolds
--------------------------------------
K. Gary Reynolds
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
K. Gary Reynolds, the true and lawful attorney-in-fact and agent of the
undersigned, with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities, to sign
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, and hereby grants to such 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, fully to all intents and purposes as the undersigned
might or could do in person, hereby ratifying and confirming 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
/s/ K. Gary Reynolds President, Chief Executive August 8, 1996
- ---------------------- Officer and Director
K. Gary Reynolds (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ Wesley N. Breeze
- ----------------------- Director August 19, 1996
Wesley N. Breeze
<PAGE> 6
/s/ A. John Byrne Director August 8, 1996
- ------------------------
A. John Byrne
/s/ Michael Donnewald Director August 8, 1996
- ------------------------
Michael Donnewald
/s/ Larry M. Irvin
- ------------------------ Director August 19, 1996
Larry M. Irvin
/s/ W. Harold Monken Director August 8, 1996
- ------------------------
W. Harold Monken
<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- --------
4 CSB Financial Group, Inc. 1995 Stock Option
and Incentive Plan.
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Larsson Woodyard & Henson LLP.
23.2 Consent of Schiff Hardin & Waite (contained in
their opinion filed as Exhibit 5).
24 Powers of Attorney (contained on the signature
pages hereto).
Exhibit 4
CSB FINANCIAL GROUP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
<PAGE> 2
CERTIFICATE
I, Joanne Ticknor, Secretary of CSB FINANCIAL GROUP, INC., hereby
certify that the attached document is a correct copy of CSB FINANCIAL
GROUP, INC. 1995 STOCK OPTION AND INCENTIVE PLAN.
Dated this 4th day of October, 1995.
/s/ Joanne Ticknor
____________________________________
Secretary as Aforesaid
(Corporate Seal)
<PAGE> 3
CSB FINANCIAL GROUP, INC.
1995 STOCK OPTION AND INCENTIVE PLAN
SECTION 1. PURPOSE.
The purpose of the CSB Financial Group, Inc. 1995 Stock Option and
Incentive Plan (the "Plan") is to benefit CSB Financial Group, Inc. (the
"Company") and its Subsidiaries (as defined in Section 2) by recognizing
the contributions made to the Company by officers and other key employees
(including Directors of the Company who are also employees) of the Company
and its Subsidiaries, to provide such persons with additional incentive to
devote themselves to the future success of the Company, and to improve the
ability of the Company to attract, retain and motivate individuals, by
providing such persons with a favorable opportunity to acquire or increase
their proprietary interest in the Company over a period of years through
receipt of options to acquire common stock of the Company. In addition,
the Plan is intended as an additional incentive to members of the Board of
Directors of the Company who are not employees of the Company ("Non-
Employee Directors") to serve on the Board of Directors of the Company (the
"Board") and to devote themselves to the future success of the Company by
providing them with a favorable opportunity to acquire or increase their
proprietary interest in the Company through receipt of options to acquire
common stock of the Company.
The Company may grant stock options that constitute "incentive stock
options" ("ISOs") within the meaning of Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code"), or stock options which do not
constitute ISO ("NSOs") (ISOs and NSOs being hereinafter collectively
referred to as "Options").
SECTION 2. ELIGIBILITY.
Non-Employee Directors shall participate in the Plan only in
accordance with the provisions of Section 5 of the Plan. The Committee (as
defined in Section 3) shall initially, and from time to time thereafter,
select those officers and other key employees (including Directors of the
Company who are also employees) (collectively referred to herein as "Key
Employees") of the Company or any other entity of which the Company is the
direct or indirect beneficial owner of not less than fifty percent (50%) of
all issued and outstanding equity interests ("Subsidiaries"), to
participate in the Plan on the basis of the special importance of their
services in the management, development and operations of the Company or
its Subsidiaries (each such Director and Key Employee receiving Options
granted under the Plan is referred to herein as an "Optionee").
SECTION 3. ADMINISTRATION.
3.1. THE COMMITTEE. The Plan shall be administered by the
Compensation Committee of the Board (the "Committee"). The Committee shall
be comprised of two (2) or more members of the Board. All members of the
Committee shall satisfy the "disinterested" administration requirements set
forth in Rule 16b-3 promulgated under the Securities Exchange Act of 1934,
as amended (the "1934 Act"), or any successor rule or regulation. If at
<PAGE 4>
any time any member of the Committee does not satisfy such disinterested
administration requirements, no Options shall be granted under this Plan to
any person until such time as all members of the Committee satisfy such
requirements. No person who is an officer or employee of the Company or
any Subsidiary shall be a member of the Committee.
3.2. AUTHORITY OF THE COMMITTEE. No person, other than members of the
Committee, shall have any authority concerning decisions regarding the
Plan. Subject to the express provisions of this Plan, including but not
limited to Section 5, the Committee shall have sole discretion concerning
all matters relating to the Plan and Options granted hereunder. The
Committee, in its sole discretion, shall determine the Key Employees of the
Company and its Subsidiaries to whom, and the time or times at which
Options will be granted, the number of shares to be subject to each Option,
the expiration date of each Option, the time or times within which the
Option may be exercised, the cancellation of the Option (with the consent
of the holder thereof) and the other terms and conditions of the grant of
the Option. The terms and conditions of the Options need not be the same
with respect to each Optionee or with respect to each Option.
The Committee may, subject to the provisions of the Plan, establish
such rules and regulations as it deems necessary or advisable for the
proper administration of the Plan, and may make determinations and may take
such other action in connection with or in relation to the Plan as it deems
necessary or advisable. Each determination or other action made or taken
pursuant to the Plan, including interpretation of the Plan and the specific
terms and conditions of the Options granted hereunder by the Committee
shall be final and conclusive for all purposes and upon all persons
including, but without limitation, the Company, its Subsidiaries, the
Committee, the Board, officers and the affected employees of the Company
and/or its Subsidiaries and their respective successors in interest.
No member of the Committee shall, in the absence of bad faith, be
liable for any act or omission with respect to service on the Committee.
Service on the Committee shall constitute service as a Director of the
Company so that members of the Committee shall be entitled to
indemnification pursuant to the Company's Certificate of Incorporation and
By-Laws.
SECTION 4. SHARES OF COMMON STOCK SUBJECT TO PLAN.
4.1. The total number of shares of common stock, par value $.01 per
share, of the Company (the "Common Stock"), that may be issued and sold
under the Plan initially shall be 103,500. The total number of shares of
Common Stock that may be available for Options under the Plan shall be
adjusted on January 1 of each calendar year, within the Applicable Period
(as defined below), so that the total number of shares of Common Stock that
may be issued and sold under the Plan as of January 1 of each calendar year
within the Applicable Period shall be equal to ten percent (10%) of the
outstanding shares of Common Stock of the Company on such date; provided,
however, that no such adjustment shall reduce the total number of shares of
Common Stock that may be issued and sold under the Plan below 103,500. For
purposes of the preceding sentence, Applicable Period shall be the ten-year
period commencing on October 4, 1995 and ending on October 3, 2005. The
aforementioned total number of shares of Common Stock shall be adjusted in
<PAGE> 5
accordance with the provisions of Section 4.2 hereof. With respect to
Options granted to Optionees who are not subject to Section 16 of the 1934
Act, the number of shares of Common Stock delivered by any such Optionee or
withheld by the Company on behalf of any such Optionee pursuant to Sections
8.2 or 8.3 of the Plan shall once again be available for issuance pursuant
to subsequent Options. Any shares of Common Stock subject to issuance upon
exercise of Options but which are not issued because of a surrender (other
than pursuant to Sections 8.2 or 8.3 of the Plan), forfeiture, expiration,
termination or cancellation of any such Option, to the extent consistent
with applicable law, rules and regulations, shall once again be available
for issuance pursuant to subsequent Options.
4.2. The number of shares of Common Stock subject to the Plan and to
Options granted under the Plan shall be adjusted as follows: (a) in the
event that the number of outstanding shares of Common Stock is changed by
any stock dividend, stock split or combination of shares, the number of
shares subject to the Plan and to Options previously granted thereunder
shall be proportionately adjusted; (b) in the event of any merger,
consolidation or reorganization of the Company with any other corporation
or corporations, there shall be substituted on an equitable basis as
determined by the Board of Directors, in its sole discretion, for each
share of Common Stock then subject to the Plan and for each share of Common
Stock then subject to an Option granted under the Plan, the number and kind
of shares of stock, other securities, cash or other property to which the
holders of Common Stock of the Company are entitled pursuant to the
transaction; and (c) in the event of any other change in the capitalization
of the Company, the Committee, in its sole discretion, shall provide for an
equitable adjustment in the number of shares of Common Stock then subject
to the Plan and to each share of Common Stock then subject to an Option
granted under the Plan. In the event of any such adjustment, the exercise
price per share shall be proportionately adjusted.
SECTION 5. GRANT OF OPTIONS TO NON-EMPLOYEE DIRECTORS.
5.1. GRANTS. All grants of Options to Non-Employee Directors shall be
automatic and non-discretionary. Each individual who is a Non-Employee
Director on the effective date of the Plan shall be granted automatically a
NSO to purchase 5,175 shares of Common Stock on the effective date on the
Plan.
5.2. EXERCISE PRICE AND PERIOD. The per share Option exercise price
of each such NSO granted to a Non-Employee Director shall be the "Fair
Market Value," on the date on which the Option is granted, of the Common
Stock subject to the Option. "Fair Market Value" shall mean the average of
the closing price for Company Stock as reported by the National Association
of Securities Dealers Automated Quotation System ("NASDAQ") for the 20
business days ending on the third business day preceding the date with
respect to which such Company Stock is being valued, for which trades in
Company Stock were reported by NASDAQ. If no trades occur on a certain
day, the closing price for the last preceding day on which trading occurred
will be used as the closing price for that day. In the event that Company
Stock is not readily tradable on an established securities market, the fair
market value of Company Stock shall be determined by an independent
appraiser meeting requirements similar to the requirements of the treasury
regulations promulgated under Section 170(a)(1) of the Code.
<PAGE> 6
Each such NSO shall become exercisable with respect to one-fifth of
the total number of shares of Common Stock subject to the Option on the
date twelve months after the date of its grant and with respect to an
additional one-fifth of the total number of shares of Common Stock subject
to the Option at the end of each twelve-month period thereafter during the
succeeding four years. Each NSO shall expire on the date ten years after
the date of grant.
SECTION 6. GRANTS OF OPTIONS TO EMPLOYEES.
6.1. GRANT. Subject to the terms of the Plan, the Committee may from
time to time grant Options, which may be ISOs or NSOs, to Key Employees of
the Company or any of its Subsidiaries. Unless otherwise expressly
provided at the time of the grant, Options granted under the Plan to Key
Employees will be ISOs.
6.2. OPTION AGREEMENT. Each Option shall be evidenced by a written
Option Agreement specifying the type of Option granted, the Option exercise
price, the terms for payment of the exercise price, the expiration date of
the Option, the number of shares of Common Stock to be subject to each
Option and such other terms and conditions established by the Committee, in
its sole discretion, not inconsistent with the Plan.
6.3. EXPIRATION. Except to the extent otherwise provided in or
pursuant to Section 7, each Option shall expire, and all rights to purchase
shares of Common Stock shall expire, on the tenth anniversary of the date
on which the Option was granted.
6.4. EXERCISE PERIOD. Except to the extent otherwise provided in or
pursuant to Section 7 or in the proviso to this sentence, Options shall
become exercisable pursuant to the following schedule: with respect to one-
fifth of the total number of shares of Common Stock subject to Option on
the date twelve months after the date of its grant and with respect to an
additional one-fifth of the total number of shares of Common Stock subject
to the Option at the end of each twelve-month period thereafter during the
succeeding four years; provided, however, that the Committee, in its sole
discretion, shall have the authority to shorten or lengthen the exercise
schedule with respect to any or all Options, or any part thereof, granted
to Key Employees under the Plan.
6.5. REQUIRED TERMS AND CONDITIONS OF ISOS. Each ISO granted to a Key
Employee shall be in such form and subject to such restrictions and other
terms and conditions as the Committee may determine, in its sole
discretion, at the time of grant, subject to the general provisions of the
Plan, the applicable Option Agreement, and the following specific rules:
(a) Except as provided in Section 6.5(d), the per share
exercise price of each ISO shall be the Fair Market Value of the
shares of Common Stock on the date such ISO is granted.
(b) The aggregate Fair Market Value (determined with
respect to each ISO at the time such Option is granted) of the
shares of Common Stock with respect to which ISOs are exercisable
for the first time by an individual during any calendar year
<PAGE> 7
(under all incentive stock option plans of the Company and its
parent and subsidiary corporations) shall not exceed $100,000.
If the aggregate Fair Market Value (determined at the time of
grant) of the Common Stock subject to an Option, which first
becomes exercisable in any calendar year exceeds the limitation
of this Section 6.5(b), so much of the Option that does not
exceed the applicable dollar limit shall be an ISO and the
remainder shall be a NSO; but in all other respects, the original
Option Agreement shall remain in full force and effect.
(c) As used in this Section 6, the words "parent" and
"subsidiary" shall have the meanings given to them in Section
424(e) and 424(f) of the Code.
(d) Notwithstanding anything herein to the contrary, if an
ISO is granted to an individual who owns stock possessing more
than ten percent (10%) of the total combined voting power of all
classes of stock of the Company or of its parent or subsidiary
corporations, within the meaning of Section 422(b)(6) of the
Code, (i) the purchase price of each share of Common Stock
subject to the ISO shall be not less than one hundred ten percent
(110%) of the Fair Market Value of the Common Stock on the date
the ISO is granted, and (ii) the ISO shall expire and all rights
to purchase shares thereunder shall cease no later than the fifth
anniversary of the date the ISO was granted.
(e) No ISOs may be granted under the Plan after October 3,
2005.
6.6. REQUIRED TERMS AND CONDITIONS OF NSOS. Each NSO granted to Key
Employees shall be in such form and subject to such restrictions and other
terms and conditions as the Committee may determine, in its sole
discretion, at the time of grant, subject to the general provisions of the
Plan, the applicable Option Agreement, and the following specific rule:
the per share exercise price of each NSO shall be the Fair Market Value of
the shares of Common Stock on the date the NSO is granted; provided
however, that in no event may the exercise price be less than the par value
of the shares of Common Stock subject to such NSO.
SECTION 7. EFFECT OF TERMINATION OF EMPLOYMENT.
7.1. TERMINATION GENERALLY. Except as provided in Sections 7.2 and
7.3, or by the Committee, in its sole discretion, any Option shall
terminate on the date of the Optionee's termination of employment with the
Company and its Subsidiaries or termination of service on the Board for any
reason. An Optionee's transfer of employment from the Company to a
Subsidiary, or from a Subsidiary to the Company, or from a Subsidiary to
another Subsidiary, shall not constitute a termination of employment for
purposes of the Plan. Options granted under the Plan shall not be affected
by any change of duties in connection with the employment of the Optionee
or by leave of absence authorized by the Company or a Subsidiary.
7.2. DEATH AND DISABILITY. In the event of an Optionee's death or
Disability (as defined below) during employment with the Company or any of
its Subsidiaries or during service on the Board, all Options held by the
<PAGE> 8
Optionee shall become fully exercisable on such date of death or
Disability. Each of the Options held by such an Optionee shall expire on
the earlier of: (a) the first anniversary of the date of the Optionee's
death or Disability; and (b) the date that such Option expires in
accordance with its terms. For purposes of this Section 7.2, "Disability"
shall mean the inability of an individual to engage in any substantial
gainful activity by reason of any medical determinable physical or mental
impairment which is expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than twelve (12)
months. The Committee, in its sole discretion, shall determine the date of
any Disability.
7.3. RETIREMENT OF EMPLOYEES.
(a) NON-EMPLOYEE DIRECTORS. In the event the service of a Non-
Employee Director on the Board shall be terminated by reason of the
retirement of such Non-Employee Director of the Company in accordance
with the Company's retirement policy for Directors, any Option or
Options granted to such Non-Employee Director shall continue to vest
and remain exercisable pursuant to Section 5, in the same manner and
to the same extent as if such Director had continued his or her
service on the Board during such period.
(b) KEY EMPLOYEES WHO ARE ALSO DIRECTORS. Section 7.3(a) shall
be applicable to Options held by any Key Employee who is also a
Director in the event the employment of such Key Employee with the
Company and/or its Subsidiaries shall be terminated by reason of
Employee Retirement, so long as the service of such Key Employee on
the Board continues after such Employee Retirement.
SECTION 8. EXERCISE OF OPTIONS.
8.1. NOTICE. A person entitled to exercise an Option may do so by
delivery of a written notice to that effect specifying the number of shares
of Common Stock with respect to which the Option is being exercised and any
other information the Committee may prescribe. The notice shall be
accompanied by payment as described in Section 8.2. The notice of exercise
shall be accompanied by the Optionee's copy of the writing or writings
evidencing the grant of the Option. All notices or requests provided for
herein shall be delivered to the Secretary of the Company.
8.2. EXERCISE PRICE. Except as otherwise provided in the Plan or in
any Option Agreement, the Optionee shall pay the purchase price of the
shares of Common Stock upon exercise of any Option: (a) in cash; (b) in
cash received from a broker-dealer to whom the Optionee has submitted an
exercise notice consisting of a fully endorsed Option (however, in the case
of an Optionee subject to Section 16 of the 1934 Act, this payment option
shall only be available to the extent such insider complies with Regulation
T issued by the Federal Reserve Board); (c) by delivering shares of Common
Stock having an aggregate Fair Market Value on the date of exercise equal
to the Option exercise price; (d) by directing the Company to withhold such
number of shares of Common Stock otherwise issuable upon exercise of such
Option having an aggregate Fair Market Value on the date of exercise equal
to the Option exercise price; (e) in the case of a Key Employee, by such
other medium of payment as the Committee, in its discretion, shall
authorize at the time of grant; or (f) by any combination of (a), (b), (c),
<PAGE> 9
(d) and (e). In the case of an election pursuant to (a) or (b) above, cash
shall mean cash or a check issued by a federally insured bank or savings
and loan, and made payable to the Company. In the case of payment pursuant
to (b), (c) or (d) above, the Optionee's election must be made on or prior
to the date of exercise and shall be irrevocable. In the case of an
Optionee who is subject to Section 16 of the 1934 Act and who elects
payment pursuant to (d) above, the election must be made in writing either:
(i) within the ten (10) business days beginning on the third business day
following release of the Company's quarterly or annual summary of earnings
and ending on the twelfth business day following such day; or (ii) at least
six (6) months prior to the date of exercise of such Option. In lieu of a
separate election governing each exercise of an Option, an Optionee may
file a blanket election with the Committee which shall govern all future
exercises of Options until revoked by the Optionee. The Company shall
issue, in the name of the Optionee, stock certificates representing the
total number of shares of Common Stock issuable pursuant to the exercise of
any Option as soon as reasonably practicable after such exercise, provided
that any shares of Common Stock purchased by an Optionee through a broker-
dealer pursuant to clause (b) above shall be delivered to such broker-
dealer in accordance with 12 C.F.R. <section>220.3(e)(4) or other
applicable provision of law.
8.3. TAXES GENERALLY. At the time of the exercise of any Option, as a
condition of the exercise of such Option, the Company may require the
Optionee to pay the Company an amount equal to the amount of the tax the
Company or any Subsidiary may be required to withhold to obtain a deduction
for federal and state income tax purposes as a result of the exercise of
such Option by the Optionee or to comply with applicable law.
8.4. PAYMENT OF TAXES. At any time when an Optionee is required to
pay an amount required to be withheld under applicable income tax or other
laws in connection with the exercise of an Option, the Optionee may satisfy
this obligation in whole or in part by: (a) directing the Company to
withhold such number of shares of Common Stock otherwise issuable upon
exercise of such Option having an aggregate Fair Market Value on the date
of exercise equal to the amount of tax required to be withheld; or (b)
delivering shares of Common Stock of the Company having an aggregate Fair
Market Value equal to the amount required to be withheld. In the case of
payment of taxes pursuant to (a) or (b) above, the Optionee's election must
be made on or prior to the date of exercise and shall be irrevocable. The
Committee may disapprove any election or delivery or may suspend or
terminate the right to make elections or deliveries. In the case of an
Optionee who is subject to Section 16 of the 1934 Act, an election to
withhold shares of Common Stock must be made in writing either: (a) six
months prior to the exercise date; (b) during a period beginning on the
third business day following the date of release for publication of the
Company's quarterly or annual summary consolidated statements of revenue
and income and ending on the twelfth business day following such date; or
(c) more than six months and one day from the later of the date of the
grant of the Option hereunder to such person or the date of the most recent
transaction by such person which is treated as a purchase of the Common
Stock of the Company pursuant to the 1934 Act and the rules and regulations
thereunder, and which is not exempt from Section 16(b) of the 1934 Act. In
lieu of a separate election governing each exercise of an Option, an
Optionee may file a blanket election with the Committee which shall govern
all future exercises of Options until revoked by the Optionee.
<PAGE> 10
SECTION 9. TRANSFERABILITY OF OPTIONS.
No Option granted pursuant to the Plan shall be transferable otherwise
than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code. Notwithstanding
the preceding sentence, an Option Agreement for NSOs may provide that the
Optionee, at any time prior to his death, may assign all or any portion of
an Option granted to him to (i) his spouse or lineal descendant, (ii) the
trustee of a trust for the primary benefit of his spouse or lineal
descendant, (iii) a partnership of which his spouse and lineal descendants
are the only partners, or (iv) a tax exempt organization as described in
Code Section 501(c)(3). In such event, the spouse, lineal descendant,
trustee, partnership or tax exempt organization will be entitled to all of
the rights of the Optionee with respect to the assigned portion of such
Option, and such portion of the Option will continue to be subject to all
of the terms, conditions and restrictions applicable to the Option, as set
forth herein and in the related Option Agreement immediately prior to the
effective date of the assignment. Any such assignment will be permitted
only if: (i) the Optionee does not receive any consideration therefore; and
(ii) the assignment is expressly permitted by the applicable Agreement as
approved by the Committee. Any such assignment shall be evidenced by an
appropriate written document executed by the Optionee, and a copy thereof
shall be delivered to the Company on or prior to the effective date of the
assignment.
SECTION 10. RIGHTS AS STOCKHOLDER.
An Optionee or a transferee of an Optionee pursuant to Section 9 shall
have no rights as a stockholder with respect to any Common Stock covered by
an Option or receivable upon the exercise of an Option until the Optionee
or transferee shall have become the holder of record of such Common Stock,
and no adjustments shall be made for dividends in cash or other property or
other distributions or rights in respect to such Common Stock for which the
record date is prior to the date on which the Optionee shall have in fact
become the holder of record of the shares of Common Stock acquired pursuant
to the Option.
SECTION 11. POSTPONEMENT OF EXERCISE.
The Committee may postpone any exercise of an Option for such time as
the Committee in its sole discretion may deem necessary in order to permit
the Company (a) to effect, amend or maintain any necessary registration of
the Plan or the shares of Common Stock issuable upon the exercise of an
Option under the Securities Act of 1933, as amended, or the securities laws
of any applicable jurisdiction, (b) to permit any action to be taken in
order to (i) list such shares of Common Stock on a stock exchange if shares
of Common Stock are then listed on such exchange or (ii) comply with
restrictions or regulations incident to the maintenance of a public market
for its shares of Common Stock, including any rules or regulations of any
stock exchange on which the shares of Common Stock are listed, or (c) to
determine that such shares of Common Stock and the Plan are exempt from
such registration or that no action of the kind referred to in (b)(ii)
above needs to be taken; and the Company shall not be obligated by virtue
of any terms and conditions of any Option or any provision of the Plan to
recognize the exercise of an Option or to sell or issue shares of Common
<PAGE> 11
Stock in violation of the Securities Act of 1933 or the law of any
government having jurisdiction thereof. Any such postponement shall not
extend the term of an Option and neither the Company nor its directors or
officers shall have any obligation or liability to an Optionee, to the
Optionee's successor or to any other person with respect to any shares of
Common Stock as to which the Option shall lapse because of such
postponement.
SECTION 12. TERMINATION OR AMENDMENT OF PLAN.
The Board or the Committee may terminate, suspend, or amend the Plan,
in whole or in part, from time to time, without the approval of the
stockholders of the Company to the extent allowed by law; provided,
however, that (a) no Plan amendment shall be effective until approved by
the stockholders of the Company insofar as stockholder approval thereof is
required in order for the Plan to continue to satisfy the requirements of
Rule 16b-3 under the 1934 Act, and (b) the provisions of the Plan
applicable to Non-Employee Directors may not be amended more than once
every six (6) months, except to comply with changes in the Code and the
Employee Retirement Income Security Act, or the rules and regulations under
each.
The Committee may correct any defect or supply an omission or
reconcile any inconsistency in the Plan or in any Option granted hereunder
in the manner and to the extent it shall deem desirable, in its sole
discretion, to effectuate the Plan.
No amendment or termination of the Plan shall in any manner affect any
Option theretofore granted without the consent of the Optionee, except that
the Committee may amend the Plan in a manner that does affect Options
theretofore granted upon a finding by the Committee that such amendment is
in the best interest of holders of outstanding Options affected thereby.
This Plan is intended to comply with all applicable requirements of
Rule 16b-3 or its successors under the 1934 Act, insofar as participants
subject to Section 16 of the 1934 Act are concerned. To the extent any
provision of the Plan does not so comply, the provision shall, to the
extent permitted by law and deemed advisable by the Committee, be deemed
null and void with respect to such participants.
SECTION 13. EFFECTIVE DATE.
The Plan shall be effective upon the date of approval of the Plan by
an affirmative vote of a majority of the shares of the voting stock of the
Company entitled to be voted by the holders of stock represented at a duly
held stockholders' meeting, within 12 months after the date of adoption by
the Board.
Christopher J. Zinski
Direct Dial: (312) 258-5548
EXHIBIT 5
August 22, 1996
Board of Directors
CSB Financial Group, Inc.
200 South Poplar Street
Centralia, Illinois 62801
RE: CSB FINANCIAL GROUP, INC. -- REGISTRATION OF 103,500
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON FORM S-8
Gentlemen:
We have acted as special counsel to CSB Financial Group, Inc., a
Delaware corporation (the "Company"), in connection with the Company's
filing of a Registration Statement on Form S-8 (the "Registration
Statement") relating to the offer and sale by the Company of 103,500 shares of
Common Stock of the Company, $0.01 par value per share (the "Shares"), as
more fully described in the Registration Statement, through the CSB Financial
Group, Inc. 1995 Stock Option and Incentive Plan.
In this connection, we have examined such corporate records,
certificates and other documents and have made such other factual and legal
investigations as we have deemed necessary or appropriate for purposes of this
opinion.
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized, and when issued and upon payment therefor, as
contemplated in the Registration Statement, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Christopher J. Zinski
___________________________________
Christopher J. Zinski
LARSSON, WOODYARD & HENSON, LLP
CERTIFIED PUBLIC ACCOUNTANTS
702 E. COURT STREET, P.O. BOX 426, PARIS, ILLINOIS 61944
TEL: (217) 465-6494, FAX: (217) 465-6499
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our report dated October 20,
1995 included in CSB Financial Group, Inc.'s Form 10-KSB for the year ended
September 30, 1995 and to all references to our Firm included in this
registration statement.
/s/ Larsson Woodyard & Henson LLP
LARRSON WOODYARD & HENSON LLP
Paris, Illinois
August 14, 1996
