-----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, FDuSlQiqJKb1VPBY8j4SNOf9gFuWl+z37T78CMqf2maWJKMivE+oM86t90Teuh1q hYmqPJWk8pxo4dhSEuqwyA== 0000895813-97-000223.txt : 19971003 0000895813-97-000223.hdr.sgml : 19971003 ACCESSION NUMBER: 0000895813-97-000223 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19971002 EFFECTIVENESS DATE: 19971002 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: CSB FINANCIAL GROUP INC CENTRAL INDEX KEY: 0000940006 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTIONS, NOT FEDERALLY CHARTERED [6036] IRS NUMBER: 371336338 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-37015 FILM NUMBER: 97689848 BUSINESS ADDRESS: STREET 1: 200 S POPLAR ST STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 BUSINESS PHONE: 6185321918 MAIL ADDRESS: STREET 1: 200 S POPLAR STREET 2: PO BOX 469 CITY: CENTRALIA STATE: IL ZIP: 62801 S-8 1 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 -------------------------------------- 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). 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. 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 - /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 - 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 - EX-5 2 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 EX-23.1 3 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 EX-23.2 4 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 -----END PRIVACY-ENHANCED MESSAGE-----