8-A12G/A

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FORM 8-A/A
Amendment No. 3

United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Silicon Valley Bancshares (Exact name of Registrant as specified in its charter)
Delaware	91-1962278
(State of incorporation or organization)	(IRS Employer I.D. No.)
3003 Tasman Drive, Santa Clara, CA 95054-1191
(Address of principal executive offices)	(Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registeredNone	Name of each exchange on which each class is to be registeredNone

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. o

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. ý

Securities Act registration statement file number to which this form relates (if applicable): Not applicable.

Securities to be registered pursuant to Section 12(g) of the Act:

Preferred Stock Purchase Rights (Title of class)

AMENDMENT NO. 3 ON FORM 8-A/A TO

REGISTRATION STATEMENT ON FORM 8-A

Item 1.    Description of Registrant's Securities to be Registered

        On October 22, 1998, pursuant to the Preferred Shares Rights Agreement dated as of October 22, 1998 (the "Original Rights Agreement"), between Norwest Bank Minnesota, N.A., predecessor in interest to Wells Fargo Bank, N.A. (the "Rights Agent"), and Silicon Valley Bancshares, a California corporation ("California Bancshares") and predecessor in interest to Silicon Valley Bancshares, a Delaware corporation (the "Company"), the Board of Directors of California Bancshares authorized and declared a dividend of one Preferred Share Purchase Right (a "Right") for each share of California Bancshares Common Stock outstanding ("Common Shares") as of the close of business on November 9, 1998 (the "Record Date"), each Right representing the right to purchase one one-thousandth (0.001) of a share of Series A Participating Preferred Stock of California Bancshares ("Series A Preferred") at an exercise price of $60.00 (the "Purchase Price"), subject to adjustment.

        On April 23, 1999, in connection with the Company's reincorporation into Delaware, California Bancshares was merged with and into the Company pursuant to which California Bancshares ceased to exist and the Company continued to operate the business of the Company as the surviving corporation (the "Reincorporation"). References herein to the Company shall include California Bancshares for periods prior to the Reincorporation. In connection with the Reincorporation, the duties of California Bancshares under the Original Rights Agreement became the duties of the Company.

        On November 6, 2003, the Board of Directors of the Company confirmed and ratified the assumption of the Rights and the Original Rights Agreement upon the effectiveness of the Reincorporation.

        On November 6, 2003, the Company and the Rights Agent executed Amendment No. 1 to the Original Rights Agreement to amend Section 1(a) of the Original Rights Agreement to increase from 10% to 15% the minimum percentage of Common Shares then outstanding that any Person, who or which, together with all Affiliates and Associates of such Person, shall beneficially own to qualify as an Acquiring Person (as each capitalized term is defined in the Original Rights Agreement, as amended).

        On January 29, 2004, the Company and the Rights Agent amended and restated in its entirety the Original Rights Agreement, as amended (as so amended and restated, the "Restated Rights Agreement"), to, among other things, update the Exercise Price of the Rights (as each capitalized term is defined in the Restated Rights Agreement).

        On August 2, 2004, the Company and Rights Agent executed Amendment No. 1 to the Restated Rights Agreement to, among other things, change the Final Expiration Date (as such term is defined in the Restated Rights Agreement, as amended) from January 31, 2014 to January 31, 2008, and make certain conforming changes. The Restated Rights Agreement, as amended, is sometimes hereinafter referred to as the "Rights Agreement."

        In connection with Amendment No. 1 to the Restated Rights Agreement, the Company hereby amends, restates, supercedes and replaces in its entirety Amendment No. 2 on Form 8-A/A, as filed with the Securities and Exchange Commission on February 27, 2004, to the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on October 27, 1998.

        The following summary of the Rights and the principal terms of the Restated Rights Agreement, as amended, is a general description only and is subject to the detailed terms and conditions of the Restated Rights Agreement, as amended. A copy of Amendment No. 1 to the Company's Restated Rights Agreement is attached as Exhibit 4.13 to this Amendment No. 3 on Form 8-A/A to the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on October 27, 1998, which exhibit is incorporated herein by reference. A copy of the Restated Rights

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Agreement is attached as Exhibit 4.20 to Amendment No. 2 on Form 8-A/A, as filed with the Securities and Exchange Commission on February 27, 2004, to the Company's Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on October 27, 1998, which exhibit is incorporated herein by reference.

Rights Evidenced by Common Share Certificates

        The Rights will not be exercisable until the Distribution Date (as defined below). Certificates for the Rights ("Rights Certificates") will not be sent to stockholders and the Rights will attach to and trade only together with the Common Shares. Accordingly, Common Share certificates outstanding on the Record Date evidence the Rights related thereto, and Common Share certificates issued after the Record Date will contain a notation incorporating by reference the Rights Agreement. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender or transfer of any certificates for Common Shares, outstanding as of the Record Date, even without notation or a copy of the Summary of Rights being attached thereto, also will constitute the transfer of the Rights associated with the Common Shares represented by such certificate.

Distribution Date

        The Rights will separate from the Common Shares, Rights Certificates will be issued and the Rights will become exercisable upon the earlier of: (i) the tenth (10^th) business day (or such later date as may be determined by action of the Company's Board of Directors) following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Common Shares, or (ii) the close of business on the tenth (10^th) business day (or such later date as may be determined by action of the Company's Board of Directors) following the commencement of, or announcement of a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of the outstanding Common Shares. The earlier of such dates is referred to as the "Distribution Date."

Issuance of Rights Certificates; Expiration of the Rights

        As soon as practicable following the Distribution Date, separate Rights Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Rights Certificates alone will evidence the Rights from and after the Distribution Date. The Rights will expire on the earliest of (i) January 31, 2008 (the "Final Expiration Date"), or (ii) redemption or exchange of the Rights as described below.

Initial Exercise of the Rights

        Following the Distribution Date, and until one of the further events described below, holders of the Rights will be entitled to receive, upon exercise and the payment of the Purchase Price, one one-thousandth (0.001) share of the Series A Preferred. In the event that the Company does not have sufficient Series A Preferred available for all Rights to be exercised, or the Board decides that such action is necessary and not contrary to the interests of Rights holders, the Company may instead substitute cash, assets or other securities for the Series A Preferred for which the Rights would have been exercisable under this provision or as described below.

Right to Buy Company Common Shares

        Unless the Rights are earlier redeemed, in the event that an Acquiring Person becomes the beneficial owner of 15% or more of the Company's Common Shares then outstanding, then each holder of a Right which has not theretofore been exercised (other than the Rights beneficially owned

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by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, Common Shares having a value equal to two times the Purchase Price. The Rights are not exercisable following the occurrence of an event as described above until such time as the Rights are no longer redeemable by the Company as set forth below.

Right to Buy Acquiring Company Stock

        Similarly, unless the Rights are earlier redeemed, in the event that, after an Acquiring Person becomes the beneficial owner of 15% or more of the Company's Common Shares then outstanding, (i) the Company is acquired in a merger or other business combination transaction, or (ii) 50% or more of the Company's consolidated assets or earning power are sold (other than in transactions in the ordinary course of business), proper provision must be made so that each holder of a Right which has not theretofore been exercised (other than the Rights beneficially owned by the Acquiring Person, which will thereafter be void) will thereafter have the right to receive, upon exercise, shares of common stock of the acquiring company having a value equal to two times the Purchase Price.

Exchange Provision

        At any time after the acquisition by an Acquiring Person of 15% or more of the Company's outstanding Common Shares and prior to the acquisition by such Acquiring Person of 50% or more of the Company's outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than the Rights owned by the Acquiring Person), in whole or in part, at an exchange ratio of one Common Share per Right.

Redemption

        At any time on or prior to the close of business on the earlier of (i) the fifth day following a public announcement that an Acquiring Person has acquired, or obtained the right to acquire, beneficial ownership of 15% or more of the outstanding Common Shares (or such later date as may be determined by action of the Company's Board of Directors and publicly announced by the Company) and (ii) the Final Expiration Date, the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right, subject to adjustment.

Adjustments to Prevent Dilution

        The Purchase Price payable, the number of Rights, and the number of Series A Preferred or Common Shares or other securities or property issuable upon exercise of the Rights are subject to adjustment from time to time in connection with the dilutive issuances by the Company as set forth in the Rights Agreement. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price.

Cash Paid Instead of Issuing Fractional Shares

        No fractional portion less than integral multiples of one Common Share will be issued upon exercise of a Right and, in lieu thereof, an adjustment in cash will be made based on the market price of the Common Shares on the last trading date prior to the date of exercise.

No Stockholders' Rights Prior to Exercise

        Until a Right is exercised, the holder thereof, as such, will have no rights as a stockholder of the Company (other than any rights resulting from such holder's ownership of Common Shares), including, without limitation, the right to vote or to receive dividends.

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Amendment of Rights Agreement

        The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the Rights holders on or prior to the Distribution Date; thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the Rights holders in order to cure any ambiguities or to make changes which do not adversely affect the interests of Rights holders (other than the Acquiring Person).

Rights and Preferences of the Series A Preferred

        Each one one-thousandth (0.001) of a share of Series A Preferred has rights and preferences substantially equivalent to those of one Common Share.

Certain Anti-Takeover Effects

        The Rights approved by the Board are designed to protect and maximize the value of the outstanding equity interests in the Company in the event of an unsolicited attempt by an acquiror to take over the Company in a manner or on terms not approved by the Board of Directors. Takeover attempts frequently include coercive tactics to deprive the Company's Board of Directors and its stockholders of any real opportunity to determine the destiny of the Company. The Rights have been declared by the Board in order to deter such tactics, including a gradual accumulation of shares in the open market of 15% or greater position to be followed by a merger or a partial or two-tier tender offer that does not treat all stockholders equally. These tactics unfairly pressure stockholders, squeeze them out of their investment without giving them any real choice and deprive them of the full value of their shares.

        The Rights are not intended to prevent a takeover of the Company and will not do so. Subject to the restrictions described above, the Rights may be redeemed by the Company at $0.001 per Right at any time prior to the Distribution Date. Accordingly, the Rights should not interfere with any merger or business combination approved by the Board of Directors.

        Issuance of the Rights does not in any way weaken the financial strength of the Company or interfere with its business plans. The issuance of the Rights themselves has no dilutive effect, will not affect reported earnings per share, should not be taxable to the Company or to its stockholders, and will not change the way in which the Company's shares are presently traded. The Company's Board of Directors believes that the Rights represent a sound and reasonable means of addressing the complex issues of corporate policy created by the current takeover environment.

        However, the Rights may have the effect of rendering more difficult or discouraging an acquisition of the Company deemed undesirable by the Board of Directors. The Rights may cause substantial dilution to a person or group that attempts to acquire the Company on terms or in a manner not approved by the Company's Board of Directors, except pursuant to an offer conditioned upon the negation, purchase or redemption of the Rights.

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Item 2.    Exhibits

3.4	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock, incorporated by reference to Exhibit 3.4 to Amendment No. 2 on Form 8-A/A, as filed with the Securities and Exchange Commission on February 27, 2004, to Registrants Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on October 27, 1998.
4.12	Amended and Restated Preferred Stock Rights Agreement, dated as of January 29, 2004 by between Silicon Valley Bancshares and Wells Fargo Bank, N.A., including the form of Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively, incorporated by reference to Exhibit 4.20 to Amendment No. 2 on Form 8-A/A, as filed with the Securities and Exchange Commission on February 27, 2004, to Registrants Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on October 27, 1998.
4.13	Amendment No. 1, filed herewith, to Registrant's Amended and Restated Preferred Stock Rights Agreement, dated as of January 29, 2004 by between Silicon Valley Bancshares and Wells Fargo Bank, N.A.

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SIGNATURE

        Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 3 on Form 8-A/A to Registrant's Registration Statement on Form 8-A to be signed on its behalf by the undersigned, thereto duly authorized.

Date: August 3, 2004	SILICON VALLEY BANCSHARES
	By:	/s/  DEREK WITTE Derek Witte Corporate Secretary

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EXHIBIT INDEX

3.4	Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock, incorporated by reference to Exhibit 3.4 to Amendment No. 2 on Form 8-A/A, as filed with the Securities and Exchange Commission on February 27, 2004, to Registrants Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on October 27, 1998.
4.12	Amended and Restated Preferred Stock Rights Agreement, dated as of January 29, 2004 by between Silicon Valley Bancshares and Wells Fargo Bank, N.A., including the form of Certificate of Designation, the form of Rights Certificate and the Summary of Rights attached thereto as Exhibits A, B, and C, respectively, incorporated by reference to Exhibit 4.20 to Amendment No. 2 on Form 8-A/A, as filed with the Securities and Exchange Commission on February 27, 2004, to Registrants Registration Statement on Form 8-A, as filed with the Securities and Exchange Commission on October 27, 1998.
4.13	Amendment No. 1, filed herewith, to Registrant's Amended and Restated Preferred Stock Rights Agreement, dated as of January 29, 2004 by between Silicon Valley Bancshares and Wells Fargo Bank, N.A.

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AMENDMENT NO. 3 ON FORM 8-A/A TO REGISTRATION STATEMENT ON FORM 8-A

Item 1. Description of Registrant's Securities to be Registered

Item 2. Exhibits

SIGNATURE
EXHIBIT INDEX

EX-4.13

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Exhibit 4.13

AMENDMENT NO. 1 TO

AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT

        This Amendment No. 1 ("Amendment No. 1") to the Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004 (the "Restated Agreement"), by and between Silicon Valley Bancshares, a Delaware corporation (the "Company" or "Delaware Bancshares") and Wells Fargo Bank, N.A. (the "Rights Agent"), is entered into as of August 2, 2004 by and between the Company and the Rights Agent. Each capitalized term not defined herein shall have the meaning ascribed to such term in the Restated Agreement.

        WHEREAS, on October 22, 1998, Silicon Valley Bancshares, a California corporation and predecessor in interest to the Company ("California Bancshares"), entered into the Preferred Shares Rights Agreement with Norwest Bank Minnesota, N.A., predecessor in interest to the Rights Agent, and declared a dividend of one Preferred Share Purchase Right (a "California Bancshares Right") for each share of California Bancshares Common Stock outstanding on November 9, 1998;

        WHEREAS, on April 23, 1999, in connection with the Company's reincorporation into Delaware, California Bancshares was merged with and into the Company pursuant to which California Bancshares ceased to exist and the Company continued to operate the business as the surviving corporation (the "Reincorporation");

        WHEREAS, upon the effectiveness of the Reincorporation, pursuant to the Original Agreement, all covenants and provisions of the Original Agreement by or for the benefit of California Bancshares bound and inured to the benefit of the Company, and, pursuant to the Plan and Agreement of Merger relating to the Reincorporation, the duties of California Bancshares under the Original Agreement became the duties of the Company;

        WHEREAS, on November 6, 2003, the Board of Directors of the Company confirmed and ratified the assumption of the California Bancshares Rights and the Original Agreement upon the effectiveness of the Reincorporation;

        WHEREAS, on November 6, 2003, the Board of Directors of the Company approved and adopted, and the Company and the Rights Agent executed, Amendment No. 1 to the Original Agreement ("Amendment No. 1 to Original Agreement") to amend Section 1(a) of the Original Agreement to increase from 10% to 15% the minimum percentage of Common Shares then outstanding that any Person, who or which, together with all Affiliates and Associates of such Person, shall beneficially own to qualify as an Acquiring Person (as each capitalized term is defined in the Original Agreement, as amended);

        WHEREAS, on January 29, 2004, the Board of Directors of the Company approved and adopted, and the Company and the Rights Agent executed, an Amended and Restated Rights Agreement (the "Restated Agreement") to amend and restate the Original Agreement, as amended, to, among other things, update the Exercise Price of the Rights (as each capitalized term is defined in the Restated Agreement);

        WHEREAS, pursuant to Section 27 of the Original Agreement, the parties hereto wish to amend and restate selected sections of the Restated Agreement as set forth herein.

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        NOW, THEREFORE, in consideration of the promises and the mutual agreements herein set forth, the parties hereby agree as follows:

        1.     Section 1(q) of the Restated Agreement is hereby amended and restated to read in its entirety as follows:

"(q)    "Final Expiration Date" shall mean January 31, 2008."

        2.     The first sentence of the legend appearing at the top of the Form of Rights Certificate attached as Exhibit B to the Restated Agreement is hereby amended and restated to read in its entirety as follows:

"NOT EXERCISABLE AFTER THE EARLIER OF (i) JANUARY 31, 2008, (ii) THE DATE TERMINATED BY THE COMPANY OR (iii) THE DATE THE COMPANY EXCHANGES THE RIGHTS PURSUANT TO THE RIGHTS AGREEMENT."

        3.     The first sentence of the first paragraph beneath the legend in the Form of Rights Certificate attached as Exhibit B to the Restated Agreement is hereby amended and restated to read in its entirety as follows:

"This certifies that                        , or registered assigns, is the registered owner of the number of Rights set forth above, each of which entitles the owner thereof, subject to the terms, provisions and conditions of the Amended and Restated Preferred Stock Rights Agreement dated as of January 29, 2004, (the "Rights Agreement"), between Silicon Valley Bancshares, a Delaware corporation (the "Company"), and Wells Fargo Bank Minnesota, N.A. (the "Rights Agent"), to purchase from the Company at any time after the Distribution Date (as such term is defined in the Rights Agreement) and prior to 5:00 P.M., New York time, on January 31, 2008, at the office of the Rights Agent designated for such purpose, or at the office of its successor as Rights Agent, one one-thousandth (0.001) of a fully paid and non-assessable share of Series A Participating Preferred Stock, par value $0.001 per share (the "Preferred Shares"), of the Company, at an Exercise Price of $100.00 per one-thousandth (0.001) of a Preferred Share (the "Exercise Price"), upon presentation and surrender of this Rights Certificate with the Form of Election to Purchase and related Certificate duly executed."

        4.     The sentence set forth opposite the heading "Expiration of the Rights:" in the Summary of Rights attached as Exhibit C to the Restated Agreement is hereby amended and restated to read in its entirety as follows:

"The Rights expire on the earliest of (a) January 31, 2008 or (b) exchange or redemption of the Rights as described above."

        5.     This Amendment No. 1 to the Restated Agreement shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.

        6.     This Amendment No. 1 to the Restated Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

        7.     Except as amended by this Amendment No. 1 to the Restated Agreement, the terms and conditions of the Restated Agreement shall remain unchanged, and the Restated Agreement shall remain in full force and effect.

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        IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to the Amended and Restated Preferred Stock Rights Agreement to be duly executed and delivered as of the day and year first written above.

SILICON VALLEY BANCSHARES
By:	/s/  KENNETH P. WILCOX Name: Kenneth P. Wilcox Title: President and Chief Executive Officer
WELLS FARGO BANK, N.A.
By:	/s/  CORBIN B. CONNELL Name: Corbin B. Connell Title: Assistant Vice President

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Exhibit 4.13

AMENDMENT NO. 1 TO AMENDED AND RESTATED PREFERRED STOCK RIGHTS AGREEMENT