As filed with the Securities and Exchange Commission on November 15, 2002
Registration No. _______
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------------
Credit Suisse Group
(Exact Name of Registrant as Specified in Its Charter)
Canton of Zurich, Switzerland 98-0215385
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
Paradeplatz 8, P.O. Box 1, CH-8070
Zurich, Switzerland
(Address of Registrant's Principal Executive Offices)
Credit Suisse Group International Share Plan
Credit Suisse Group International Management Performance Plan
(Full Titles of the Plans)
------------------------------
Gary G. Lynch
General Counsel
Credit Suisse First Boston (USA), Inc.
Eleven Madison Avenue
New York, NY 10010
(212) 325-2000
(Name, Address, and Telephone Number, Including Area Code, of Agent
for Service)
Copies to:
David P. Frick
General Counsel
Credit Suisse Group
Paradeplatz 8, P.O. Box 1
CH 8070 Zurich, Switzerland
+41 1 212 1616
Arthur H. Kohn
Cleary, Gottlieb, Steen & Hamilton
One Liberty Plaza
New York, New York 10006
(212) 225-2000
------------------------------
CALCULATION OF REGISTRATION FEE
==================================================================================================================
Title of each class of securities Amount to be Maximum Maximum Amount of
to be registered registered offering price aggregate registration
per share offering price fee
------------------------------------ ------------------------ ----------------- -------------------- --------------
Shares, par value CHF 1 per 92,468,629 Shares (1) $46.33 (2) $4,284,071,581 (2) $394,135
share ("Shares")
------------------------------------ ------------------------ ----------------- -------------------- --------------
(1) Together with an indeterminate number of Shares that may be necessary to
adjust the number of Shares authorized for issuance pursuant to the Plans
as the result of a stock split, stock dividend or similar adjustment of
outstanding Shares.
(2) Determined solely for the purposes of calculating the registration fee
pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as
amended (the "Act"), as follows: with respect to 92,468,629 Shares subject
to options awarded pursuant to the Plans and outstanding on the date
hereof, the maximum aggregate offering price is equal to the aggregate
exercise price for such options of 67.019 Swiss Francs converted to U.S.
dollars at the rate of 1.4465 Swiss Francs per U.S. dollar, which was the
noon buying rate for Swiss Francs on November 12, 2002 in New York City as
certified by the Federal Reserve Bank of New York.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following information shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents: (i) the Annual Report on Form 20-F of Credit Suisse
Group ("CSG" or the "Registrant") for the year ended December 31, 2001, dated
May 15, 2002, (ii) all other reports filed by CSG pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since December 31, 2001, (iii) the description of the Shares contained in CSG's
Registration Statement on Form 20-F dated September 21, 2001, including any
amendment or report filed for the purpose of updating such description, and (iv)
all documents filed by CSG pursuant to Section 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Registration Statement and prior to
the termination of the offering of Shares offered hereby. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference, or contained in this Registration Statement, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in any subsequently filed document which also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Under Swiss law, directors and senior officers acting in violation of
their statutory duties--whether dealing with bona fide third parties or
performing any other acts on behalf of the corporation--may become liable to the
corporation, its shareholders and (in bankruptcy) its creditors for damages. The
directors' liability is joint and several but only to the extent the damage is
attributable to each director based on willful or negligent violation of duty.
If the board of directors lawfully delegated the power to carry out day-to-day
management to a different corporate body, e.g., the executive board, the board
of directors is not vicariously liable for the acts of the members of the
executive board. Instead, the directors can be held liable for their failure to
properly select, instruct or supervise the executive board members. If directors
and officers enter into a transaction on behalf of the corporation with bona
fide third parties in violation of their statutory duties, the transaction is
nevertheless valid as long as it is not excluded by the corporation's business
purpose.
Because CSG is a Swiss company headquartered in Switzerland, many of
the directors and officers of CSG are residents of Switzerland and not the U.S.
As a result, U.S. investors may find it difficult in a lawsuit based on the
civil liability provisions of the U.S. federal securities law to:
o serve legal process on CSG or its directors and executive officers or
have any of them appear in a U.S. court; and
o enforce against those persons in Switzerland, whether in original
actions or in actions for enforcement of judgments of U.S. courts,
liabilities based solely on the U.S. federal securities laws.
Neither CSG's Articles of Association nor Swiss statutory law contain
provisions regarding the indemnification of directors and officers.
According to general principles of Swiss employment law, an employer
may, under certain circumstances, be required to indemnify an employee against
losses and expenses incurred by him in the execution of his duties under an
employment agreement, unless the losses and expenses arise from the employee's
gross negligence or willful misconduct.
CSG maintains directors' and officers' insurance for its directors and
officers.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits
The following documents are filed with or incorporated by reference
into this Registration Statement (numbering corresponds to Exhibit Table in Item
601 of Regulation S-K):
4.1 Copies of the Amended and Restated Credit Suisse Group
International Share Plan - Master Plan Document, the Amended and Restated Credit
Suisse Group International Share Plan - Option Supplement to the Master Plan
Document, the Amended and Restated Credit Suisse Group International Share Plan
- Alternative Investment Award Supplement to the Master Plan Document, the
Amended and Restated Credit Suisse Group International Share Plan - Credit
Suisse First Boston Business Unit Supplement to the Master Plan Document, and
the Credit Suisse Group Management Performance Plan - International (adopted by
the Group Compensation Committee on January 31, 2002 and effective as of January
1, 2002).
5.1 Opinion of Homburger regarding the validity of securities being
registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Homburger (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Act; (ii) to reflect
in the prospectus any facts or events arising after the effective date of the
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement; provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Commission by the Registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of the employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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 of Zurich, Switzerland, on November 14, 2002.
Credit Suisse Group
By: /s/ David P. Frick
------------------------
Name: David P. Frick
Title: General Counsel
By: /s/ Gerhard Beindorff
------------------------
Name: Gerhard Beindorff
Title: Head of Investor Relations
Authorized Representative in the U.S.
Credit Suisse First Boston (USA), Inc.
By: /s/ Gary G. Lynch
------------------------
Name: Gary G. Lynch
Title: General Counsel
POWER OF ATTORNEY
Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints Gerhard Beindorff and David P. Frick,
and each of them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities (unless
revoked in writing) to sign any and all amendments (including post-effective
amendments thereto) to this Registration Statement to which this power of
attorney is attached, and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange Commission,
granting to such attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as full to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that such
attorneys-in-fact and agents or any of them, or their 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 each of the following persons in
the capacities indicated, on November 14, 2002.
Signature Title
--------- -----
/s/ Lukas Muhlemann Chairman of the Board of Directors
------------------------------- and Chief Executive Officer
Lukas Muhlemann
/s/ Philip K. Ryan
------------------------------- Chief Financial Officer
Philip K. Ryan
/s/ Peter W. Bachmann
------------------------------- Principal Accounting Officer
Peter W. Bachmann
/s/ Peter Brabeck-Letmathe
------------------------------- Vice Chairman of the Board of Directors
Peter Brabeck-Letmathe
/s/ Walter B. Kielholz
------------------------------- Vice Chairman of the Board of Directors
Walter B. Kielholz
/s/ Thomas W. Bechtler
------------------------------- Director
Thomas W. Bechtler
------------------------------- Director
Thomas D. Bell
/s/ Robert H. Benmosche
------------------------------- Director
Robert H. Benmosche
/s/ Marc-Henri Chaudet
------------------------------- Director
Marc-Henri Chaudet
/s/ Aziz R.D. Syriani
------------------------------- Director
Aziz R.D. Syriani
/s/ Ernst Tanner
------------------------------- Director
Ernst Tanner
------------------------------- Director
Daniel L. Vasella
EXHIBIT INDEX
Exhibit No. Description Method of Filing
----------- ----------- ----------------
4.1 Copies of the Amended and Restated Credit Filed herewith.
Suisse Group International Share Plan -
Master Plan Document, the Amended and
Restated Credit Suisse Group International
Share Plan - Option Supplement to the Master
Plan Document, the Amended and Restated
Credit Suisse Group International Share Plan
- Alternative Investment Award Supplement to
the Master Plan Document, the Amended and
Restated Credit Suisse Group International
Share Plan - Credit Suisse First Boston
Business Unit Supplement to the Master Plan
Document, and the Credit Suisse Group
Management Performance Plan - International
(adopted by the Group Compensation Committee
on January 31, 2002 and effective as of
January 1, 2002).
5.1 Opinion of Homburger regarding the validity Filed herewith.
of securities being registered.
23.1 Consent of Independent Auditors. Filed herewith.
23.2 Consent of Homburger. Included in Exhibit
5.1 filed herewith.
24.1 Power of Attorney. Included herein.