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 -