8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2005

SVB Financial Group

(Exact name of registrant as specified in its charter)

Delaware	000-15637	91-1962278
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
3003 Tasman Drive, Santa Clara, CA 95054-1191
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408) 654-7400

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.142-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.04         Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On August 9, 2005, SVB Financial Group delivered a notice to participants in the Silicon Valley Bank 401(k)/ESOP Plan (the “Plan”) informing such participants that the SVB Financial Group Common Stock Fund (which represents investments in shares of SVB Financial Group common stock) in the Plan will be “blacked out”, to exchanges in and new contributions.  The notice specified that the black out will affect only the SVB Financial Group Common Stock Fund and that other investment options in the Plan would not be affected.  The notice specified that the black out would commence on August 10, 2005 and was expected to terminate on or before September 30, 2005, and specified that participants could determine whether the black out period had started or ended by contacting Fidelity Investments at 1-800-835-5095 or logging on to Fidelity NetBenefits® at www.401k.com.  In addition, the notice specified that questions about the notice could be directed to Robert Coleman, Director of Total Rewards and Accountability, 3003 Tasman Drive, Santa Clara, California 95054, or by telephone to (408) 654-7552.  This black out was implemented as a result of SVB Financial Group’s expectation that it would not timely file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005, as discussed below under Item 8.01, and the potential for such late filing to require SVB Financial Group to suspend certain sales of its common stock pursuant to outstanding Registration Statements on Form S-8.

Item 8.01         Other Events.

On August 9, 2005, SVB Financial Group announced that it had filed with the Securities and Exchange Commission a notice of late filing on Form 12b-25 with respect to its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2005.

A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01         Financial Statements and Exhibits.

(c)       Exhibits.

Exhibit No.	Description
99.1	Press Release, dated as of August 9, 2005, announcing update of Form 10-Q filing for second quarter.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:   August 9, 2005	SVB FINANCIAL GROUP
	By:	/s/ DEREK WITTE
	Name: Derek Witte
	Title: General Counsel

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Exhibit Index

Exhibit No.	Description
99.1	Press Release, dated as of August 9, 2005, announcing update of Form 10-Q filing for second quarter.

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EX-99.1

Exhibit 99.1

(Formerly Silicon Valley Bancshares)

3003 Tasman Drive Santa Clara, CA 95054

Contact:
Lisa Bertolet	Meghan O’Leary
Investor Relations	Public Relations
(408) 654-7282	(408) 654-6364

NASDAQ: SIVB

SVB FINANCIAL GROUP UPDATES STATUS OF FORM 10-Q FILING FOR SECOND QUARTER

SANTA CLARA, Calif. — August 9, 2005 — SVB Financial Group (Nasdaq: SIVB) today filed with the Securities and Exchange Commission a notice of late filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the fiscal quarter ended June 30, 2005.  Due to changes in the Company’s accounting treatment for warrants dating back to the third quarter of 2001, the Company indicated in the notice that the Form 10-Q for the second quarter would not be filed by the prescribed due date of August 9, 2005, and that the Company did not expect that it would be filed within five days after such due date, as provided under Rule 12b-25 of the Securities Exchange Act of 1934, as amended.   The Company currently expects that the Form 10-Q will be filed during the third calendar quarter of 2005.

As previously disclosed, the Company plans to restate its consolidated financial statements for the years 2001, 2002, 2003 and 2004, and the first quarter of 2005, due to a revision in the accounting treatment for its portfolio of unexercised warrant securities in privately-held companies.  For more information about this revision, refer to SVB Financial Group’s news release on this matter dated July 21, 2005.

The Company intends to file amendments to its Annual Report on Form 10-K for the year ending December 31, 2004 and its Quarterly Report on Form 10-Q for the quarter ending March 31, 2005, shortly before or simultaneously with the filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2005.

About SVB Financial Group

For more than twenty years, SVB Financial Group, formerly Silicon Valley Bancshares, has been dedicated to helping entrepreneurs succeed. SVB Financial Group is a financial holding company that serves emerging growth and mature companies in the technology, life science, private equity and premium wine industries. Headquartered in Santa Clara, Calif., SVB Financial Group provides clients with commercial, investment, international and private banking services. The Company also offers funds management, broker-dealer transactions, asset management and a full range of services for private equity companies, as well as the added value of its knowledge and networks worldwide. More information on the Company can be found at www.svb.com.

Safe Harbor

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including without limitation, the statements made above about the expected timing and extent of filings by the Company with the Securities and Exchange Commission, and the Company’s process for restating its financial statements and change in warrant accounting treatment. Management has in the past and might in the future make forward-looking statements orally to analysts, investors, the media and others.  Forward-looking statements are statements that are not historical facts.  Although management believes that the expectations reflected in these forward-looking statements are reasonable, and it has based these expectations on its beliefs, as well as its assumptions, such expectations may prove to be incorrect.  Actual results could differ significantly from those expressed in or implied by management’s forward-looking statements, due to the actual results of the restatement process, the actual timing and extent of the filings with the SEC, and the need for additional actions in connection with the restated financial statements and change in warrant accounting treatment, as well as changes in economic,

business and regulatory factors and trends.  All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by these cautionary statements.  The forward-looking statements included in this release are made only as of the date of this release.  The Company does not intend, and undertakes no obligation, to update these forward-looking statements.