As filed with the Securities and Exchange Commission
on October 2, 1997
Registration No. 333-
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
Registration Statement
under
The Securities Act of 1933
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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. MANAGEMENT DEVELOPMENT
AND RECOGNITION PLAN AND TRUST AGREEMENT, AS AMENDED
(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
---------------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Amount maximum maximum
Title of Securities to be offering price aggregate Amount of
to be Registered registered per share offering price registration
(1) (1) (1)
Common Stock, par
value $.01 per share 20,700 $12.375 $256,163 $78.00
(1) Estimated on the basis of $12.375, the average of the bid and the
asked price as quoted on the NASDAQ "Small-Cap" Market on September
26, 1997, pursuant to Rule 457(h).<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Items 3 through 7; Item 9.
Pursuant to Section E of the General Instructions to Form S-8,
the contents of the registration statement on Form S-8 (File No. 333-
10621) filed by the Registrant with the Securities and Exchange
Commission on August 22, 1996 registering 41,400 shares of its Common
Stock, $.01 par value per share, issuable pursuant to the CSB
Financial Group, Inc. Management Development and Recognition Plan and
Trust Agreement, are hereby incorporated by reference.
All information required in this Registration Statement not
included in the exhibits attached hereto or set forth on the signature
page is set forth in the registration statement of the Registrant on
Form S-8 (File No. 333-10621), which is incorporated herein by
reference.
ITEM 8. EXHIBITS.
The exhibits filed herewith are set forth in the Exhibit Index
filed as part of this registration statement on page II-4 hereof.<PAGE>
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, 1997.
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 July 31, 1997
------------------------- Officer and Director
K. Gary Reynolds (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ Wesley N. Breze Director July 31, 1997
-------------------------
Wesley N. Breze
- 2 -<PAGE>
/s/ A. John Byrne Director July 31, 1997
----------------------
A. John Byrne
/s/ Michael Donnewald Director July 31, 1997
------------------------
Michael Donnewald
/s/ Larry M. Irvin Director July 31, 1997
------------------------
Larry M. Irvin
/s/ W. Harold Monken Director July 31, 1997
------------------------
W. Harold Monken
- 3 -<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
------ ----------- --------
5 Opinion of Schiff Hardin & 4
Waite.
23.1 Consent of Larsson, Woodyard & Henson, LLP. 5
23.2 Consent of McGladrey & Pullen, LLP. 6
23.3 Consent of Schiff Hardin & -
Waite (contained in their
opinion filed as Exhibit 5).
24 Powers of Attorney (contained -
on the signature pages
hereto).
- 4 -<PAGE>
Christopher J. Zinski
Direct Dial: (312) 258-5548
EXHIBIT 5
September 29, 1997
Board of Directors
CSB Financial Group, Inc.
200 South Poplar Street
Centralia, Illinois 62801
RE: CSB FINANCIAL GROUP, INC. -- REGISTRATION OF 20,700 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") with the Securities and Exchange Commission
relating to the offer and sale by the Company of 20,700 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. Management Development and Recognition Plan and
Trust Agreement, as Amended (the "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 for the consideration
contemplated in the Registration Statement and the Plan, 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<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Management Development and
Recognition Plan and Trust Agreement, as amended, of our report dated
October 20, 1995, which appears as exhibit 99.1 in the Form 10-KSB of
CSB Financial Group, Inc. for the year ended September 30, 1996.
/s/ Larsson, Woodyard & Henson, LLP
LARSSON, WOODYARD & HENSON, LLP
Paris, Illinois
September 24, 1997<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANT'S
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the Management Development and
Recognition Plan and Trust Agreement, as amended, of our report dated
October 18, 1996, which appears on page 16 of the 1996 Annual Report
to Stockholders of CSB Financial Group, Inc., which is incorporated by
reference in CSB Financial Group, Inc.'s Annual Report on Form 10-KSB
for the year ended September 30, 1996.
/s/ McGladrey & Pullen, LLP
McGLADREY & PULLEN, LLP
Champaign, Illinois
September 24, 1997<PAGE>
