-----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, VtLmClMF95VpgmrksZBfxavCZMlqEvUQSNk6tZXwwH5G23f76a0XajN9gM2wymyF lSFZyuWE8N+m8eWdb9s0vQ== 0001047469-98-043882.txt : 19981215 0001047469-98-043882.hdr.sgml : 19981215 ACCESSION NUMBER: 0001047469-98-043882 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981214 EFFECTIVENESS DATE: 19981214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SILICON VALLEY BANCSHARES CENTRAL INDEX KEY: 0000719739 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 942856336 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-68857 FILM NUMBER: 98769002 BUSINESS ADDRESS: STREET 1: 3003 TASMAN DRIVE, M/S NC820 CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4086547400 MAIL ADDRESS: STREET 1: 3003 TASMAN DRIVE, M/S NC820 CITY: SANTA CLARA STATE: CA ZIP: 95054 S-8 1 FORM S-8 As filed with the Securities and Exchange Registration No. 333- Commission on December 14, 1998 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------- Silicon Valley Bancshares --------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 94-2856336 (State of Incorporation) (I.R.S. Employer Identification No.) 3003 Tasman Drive, Santa Clara, California 95054 ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) 1988 Employee Stock Purchase Plan --------------------------------------- (Full title of the plan) JOHN C. DEAN Chief Executive Officer SILICON VALLEY BANCSHARES 3003 Tasman Drive, Santa Clara, California 95054 (408) 654-7400 ------------------------------------------------------------------------------ (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- Copies to: A. Catherine Ngo, Esq. Silicon Valley Bancshares 3003 Tasman Drive Santa Clara, California 95054 (408) 654-7400 and Stephen W. Fackler, Esq. Cooley Godward LLP Five Palo Alto Square 3000 El Camino Real Palo Alto, California 94306 (650) 843-5000 ----------------- Approximate date of commencement of proposed sale to the public: As soon as possible after this Registration Statement becomes effective. CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF REGISTERED REGISTERED SHARE (2) PRICE (1) REGISTRATION FEE Common Stock 107,659 shares $25.4375 $2,738,575.81 $761.32 no par value
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee. The price is based upon the average of the high and low prices for the Common Stock as reported on the NASDAQ National Market System on December 10, 1998. PART III INCORPORATION REQUIRED IN THE REGISTRATION STATEMENTS ITEM 3. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON FORM S-8 NO. 33-26364. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The contents of Registration Statement on Form S-8 No. 33-26364 filed with the Securities and Exchange Commission on December 30, 1988, is incorporated by reference herein. ITEM 8. EXHIBITS.
EXHIBIT NUMBER - ------- 5 Opinion of Cooley Godward LLP 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages.
2 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 Santa Clara, State of California, on December 11, 1998. SILICON VALLEY BANCSHARES By: /s/ John C. Dean -------------------------- John C. Dean President and Chief Executive Officer (Principal executive officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. Catherine Ngo, his or her attorney-in-fact, with full power of substitution and resubstitution, for him and in his name, place and stead, 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, granting unto said 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 fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, 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/ John C. Dean President, Chief December 11, 1998 ----------------------------- Executive Officer and John C. Dean Director (Principal Executive Officer) /s/ Christopher T. Lutes Executive Vice President December 11, 1998 ----------------------------- and Chief Financial Christopher T. Lutes Officer (Principal Financial and Accounting Officer) /s/ Daniel J. Kelleher Chairman of the Board December 11, 1998 ----------------------------- Daniel J. Kelleher /s/ Gary K. Barr Director December 11, 1998 ----------------------------- Gary K. Barr /s/ James F. Burns Director December 11, 1998 ----------------------------- James F. Burns /s/ Clarence J. Ferrari Director December 11, 1998 ----------------------------- Clarence J. Ferrari /s/ David M. deWilde Director December 11, 1998 ----------------------------- David M. deWilde /s/ James R. Porter Director December 11, 1998 ----------------------------- James R. Porter /s/ Ann R. Wells Director December 11, 1998 ----------------------------- Ann R. Wells /s/ Stephen E. Jackson Director December 11, 1998 ----------------------------- Stephen E. Jackson
3 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION 5 Opinion of Cooley Godward LLP 23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this Registration Statement 24 Power of Attorney is contained on the signature pages.
EX-5 2 EXHIBIT 5 EXHIBIT 5 December 11, 1998 Silicon Valley Bancshares 3003 Tasman Drive Santa Clara, CA 95054 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by Silicon Valley Bancshares (the "Company") of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission covering the offering of up to 107,659 shares of the Company's Common Stock, no par value, (the "Shares") pursuant to its 1988 Employee Stock Purchase Plan (the "Plan"). In connection with this opinion, we have examined the Registration Statement, the Plan and related Prospectus, your Certificate of Incorporation and By-laws, as amended, and such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when sold and issued in accordance with the Plan, the Registration Statement and related Prospectus, will be validly issued, fully paid, and nonassessable. We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, COOLEY GODWARD LLP By: /s/ Stephen W. Fackler ----------------------------- Stephen W. Fackler EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS The Board of Directors Silicon Valley Bancshares: We consent to the use of our report on the consolidated financial statements of Silicon Valley Bancshares and subsidiaries as of December 31, 1997, and for each of the years in the three-year period ended December 31, 1997, incorporated herein by reference. /s/ KPMG Peat Marwick LLP Mountain View, California December 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----