As filed with the Securities and Exchange Commission
on October 2, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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. 1997 NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
K. Gary Reynolds
President and Chief Executive Officer
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
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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 103,500 $12.375 $1,280,813 $389.00
(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
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, 1996;
(b) The Registrant's Quarterly Report on Forms 10-QSB for the
quarters ended December 31, 1996, March 31, 1997 and June
30, 1997;
(c) The Registrant's Current Report on Forms 8-K filed June 13,
1997; and
(d) The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registrant's Form 8-A,
filed with the Commission on August 23, 1995, registering
Registrant's Common Stock under the Securities and Exchange
Act of 1934.
All documents subsequently filed by the Registrant 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 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 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, 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.
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.<PAGE>
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 6 hereof.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
1. To file, during any period in which it offers or sells
securities, a post-effective amendment to this registration statement
to:
(a) Include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(b) Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with
the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change
in the maximum aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration statement.
(c) Include any additional or changed material information on the
plan of distribution.
PROVIDED, HOWEVER, that paragraphs (a) and (b) above do not apply if
the registration statement is on Form S-3 or S-8, and the information
required to be included in a post-effective amendment is incorporated
by reference from periodic reports filed by the Registrant under the
Securities Exchange Act of 1934.
2. That, for determining liability under the Securities Act of 1933
(the "Act"), treat each post-effective amendment as a new
registration statement of the securities offered, and the offering of
the securities at that time to be the initial bona fide offering.
3. To file a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.<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 the 31st day of July, 1997.
CSB FINANCIAL GROUP, INC.
(Registrant)
By: /s/ K. Gary Reynolds
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K. Gary Reynolds
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that CSB Financial Group, Inc.
and each of the undersigned officers and directors of CSB Financial
Group, Inc. hereby constitute and appoint 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 all
or any amendments (including post-effective amendments) of and
supplements to this Registration Statement on Form S-8 and to file the
same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto
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 in and about the premises, to all intents and purposes and as
fully as said corporation itself and each said officer or director
might or could do in person, hereby ratifying and confirming all that
such attorney-in-fact and agent, or his 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.
/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. Breeze Director July 31, 1997
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Wesley N. Breeze
/s/ A. John Byrne Director July 31, 1997
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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
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
------- ----------- --------
5 Opinion of Schiff Hardin & Waite. 6
23.1 Consent of McGladrey & Pullen, LLP. 7
23.2 Consent of Larsson, Woodyard & Henson, LLP 8
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). -
<PAGE>
Christopher J. Zinski
Direct Dial: (312) 258-5548
EXHIBIT 5
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September 29, 1997
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
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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, par value
$0.01 per share (the "Shares"), pursuant to the CSB Financial Group,
Inc. 1997 Nonqualified Stock Option Plan (the "Plan"), as more fully
described in the Registration Statement.
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, upon issuance and payment
therefor in the manner and upon the terms 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 ACCOUNTANT'S
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the 1997 nonqualified stock
option plan, 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>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8, pertaining to the 1997 Nonqualified Stock
Option Plan, 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
