-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Da974EFrA3efLxvRQ2Obg5lK+evqUEH+fpQtRlKEq8WHNeTummyNIssXOCoOFBYR 0IsMvpygEP1O2AchvvWiEw== 0001092306-02-000424.txt : 20021219 0001092306-02-000424.hdr.sgml : 20021219 20021219142604 ACCESSION NUMBER: 0001092306-02-000424 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20021219 EFFECTIVENESS DATE: 20021219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SCHWAB CHARLES CORP CENTRAL INDEX KEY: 0000316709 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] IRS NUMBER: 943025021 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-101992 FILM NUMBER: 02862923 BUSINESS ADDRESS: STREET 1: 120 KEARNY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 4156277000 MAIL ADDRESS: STREET 1: 101 MONTGOMERY ST STREET 2: (SF120KNY-9) CITY: SAN FRANCISCO STATE: CA ZIP: 94104 S-8 1 forms-8121902.txt FORM S-8 DATED DECEMBER 19, 2002 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 19, 2002 FILE NO. 333- ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE CHARLES SCHWAB CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 94-3025021 (State or Other Jurisdiction (I.R.S. Employer of Incorporation or Organization) Identification No.) 120 KEARNY STREET SAN FRANCISCO, CALIFORNIA 94108 (Address of Principal Executive Offices) THE CHARLES SCHWAB CORPORATION EMPLOYEE STOCK INCENTIVE PLAN (Full Title of the Plan) CHRISTOPHER V. DODDS EXECUTIVE VICE PRESIDENT AND CHIEF FINANCIAL OFFICER THE CHARLES SCHWAB CORPORATION 120 KEARNY STREET SAN FRANCISCO, CALIFORNIA 94108 TELEPHONE: 415/627-7000 (Name, Address and Telephone Number, Including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE ============================================================================================================= Title of Securities Amount to be Proposed Maximum Proposed Maxi-mum Amount of To be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee Share (2) Price (2) _____________________________________________________________________________________________________________ Common Stock, $0.01 par value 1,500,000 $10.90 $16,350,000 $1,504 ============================================================================================================= (1) Pursuant to Rule 416(a) of the Securities Act of 1933, this Registration Statement also covers an additional indeterminate number of shares which by reason of certain events specified in the plan may become subject to the plan. (2) Pursuant to Rule 457(h), the maximum offering price was calculated to be $10.90 on the basis of the average of the high and low prices at which the common stock was sold on December 13, 2002.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. Pursuant to General Instruction E to Form S-8, the contents of The Charles Schwab Corporation's Registration Statements on Form S-8 (File No. 333-48335) as filed with the Securities and Exchange Commission as of March 20, 1998, on Form S-8 (File No. 333-93125) as filed with the Securities and Exchange Commission as of December 20, 1999, on Form S-8 (File No. 333-59280) as filed with the Securities and Exchange Commission as of April 20, 2001, on Form S-8 (File No. 333-63452) as filed with the Securities and Exchange Commission as of June 20, 2001, and on Form S-8 (File No. 333-81840) as filed with the Securities and Exchange Commission as of January 31, 2002 are incorporated herein by reference, except as the same may be modified by the information set forth herein. This Registration Statement is being filed to register an additional 1,500,000 shares of the common stock of The Charles Schwab Corporation under its Employee Stock Incentive Plan. Item 8. EXHIBITS. Exhibit Number Exhibit Description ______ ___________________ 5 Opinion of Counsel 23.1 Independent Auditors' Consent 23.2 Consent of Counsel (included in Exhibit 5) 24 Powers of Attorney (included as part of the signature page to this Registration Statement) II-1 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 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 and County of San Francisco, and the State of California, on this 19th day of December, 2002. THE CHARLES SCHWAB CORPORATION (Registrant) By: /s/ CHARLES R. SCHWAB ________________________________ Charles R. Schwab Chairman and Co-Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Charles R. Schwab, David S. Pottruck and Christopher V. Dodds, his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign and execute on behalf of the undersigned 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, 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 in connection with any such amendments, as fully to all intents and purposes as he might or could do in person, and does hereby ratify and confirm 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 below on this 19th day of December, 2002 by the following persons in the capacities indicated. Signature Title _____ /s/ CHARLES R. SCHWAB ____________________________________ Charles R. Schwab Chairman, Co-Chief Executive Officer and Director (principal executive officer) /s/ DAVID S. POTTRUCK ____________________________________ David S. Pottruck President, Co-Chief Executive Officer and Director (principal executive officer) /s/ CHRISTOPHER V. DODDS ____________________________________ Christopher V. Dodds Executive Vice President and Chief Financial Officer (principal financial and accounting officer) II-2 /s/ NANCY H. BECHTLE ____________________________________ Director Nancy H. Bechtle /s/ C. PRESTON BUTCHER ____________________________________ Director C. Preston Butcher /s/ DONALD G. FISHER ____________________________________ Director Donald G. Fisher /s/ ANTHONY M. FRANK ____________________________________ Director Anthony M. Frank /s/ FRANK C. HERRINGER ____________________________________ Director Frank C. Herringer /s/ JEFFREY S. MAURER ____________________________________ Director Jeffrey S. Maurer /s/ STEPHEN T. MCLIN ____________________________________ Director Stephen T. McLin /s/ ARUN SARIN ____________________________________ Director Arun Sarin /s/ GEORGE P. SHULTZ ____________________________________ Director George P. Shultz /s/ PAULA A. SNEED ____________________________________ Director Paula A. Sneed /s/ ROGER O. WALTHER ____________________________________ Director Roger O. Walther II-3 INDEX TO EXHIBITS Exhibit Number Exhibit Description ______ ___________________ 5 Opinion of Counsel 23.1 Independent Auditors' Consent 23.2 Consent of Counsel (included in Exhibit 5) 24 Powers of Attorney (included as part of the signature page to this Registration Statement) II-4 EX-5 3 exhibit5.txt OPINION OF COUNSEL EXHIBIT 5 December 19, 2002 Members of the Board of Directors The Charles Schwab Corporation 120 Kearny Street San Francisco, CA 94108 Dear Board Members: I am an Assistant Corporate Secretary of The Charles Schwab Corporation (the "Registrant") and Vice President, Associate General Counsel and Assistant Corporate Secretary of Charles Schwab & Co., Inc. I am rendering this opinion in my capacity as counsel to the Registrant in connection with the registration under the Securities Act of 1933, as amended, of shares of the Registrant's common stock, $0.01 par value (the "Common Stock"), pursuant to a Registration Statement on Form S-8 (the "Registration Statement") relating to the Registrant's Employee Stock Incentive Plan (the "Plan"). The Registration Statement is to be filed by the Registrant with the Securities and Exchange Commission on or about December 19, 2002. I have examined or caused to be examined such corporate records, certificates and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion. On the basis of such examination, it is my opinion that the Common Stock, when issued in the manner contemplated by the Registration Statement and the Plan, will be validly issued, fully paid and nonassessable. I hereby consent to the inclusion of this opinion as an exhibit to the Registration Statement. Sincerely, /s/ WILLIE C. BOGAN _________________________ Willie C. Bogan Associate General Counsel EX-23.1 4 exhibit23-1.txt INDEPENDENT AUDITORS' CONSENT EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of The Charles Schwab Corporation on Form S-8 of our reports dated March 8, 2002, 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, 2001. /s/ DELOITTE & TOUCHE LLP _________________________ San Francisco, California December 19, 2002 -----END PRIVACY-ENHANCED MESSAGE-----