S-3MEF 1 ds3mef.txt S-3MEF As filed with the Securities and Exchange Commission on August , 2001 Registration No. 333- -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- Greater Bay Bancorp (Exact name of registrant as specified in its charter) GBB Capital V (Exact name of co-registrant as specified in its charter) ---------------- California Delaware (State or other jurisdiction of (State or other jurisdiction of incorporation or organization) incorporation or organization) 77-0387041 77-0575138 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) 2860 West Bayshore Road 2860 West Bayshore Road Palo Alto, California 94303 Palo Alto, California 94303 (650) 813-8200 (650) 813-8200 (Address, including zip code, and telephone (Address, including zip code, and telephone number, including number, including area code, of registrant's principal executive area code, of co-registrant's principal office) executive office)
LINDA M. IANNONE General Counsel Greater Bay Bancorp 2860 West Bayshore Road Palo Alto, California 94303 (650) 813-8200 (Name, address, including zip code, and telephone number, including area code, of agent for service) ---------------- Copies to: WILLIAM T. QUICKSILVER, ESQ. LEE MEYERSON, ESQ. Manatt, Phelps & Phillips, LLP DANIEL CLIVNER, ESQ. 11355 West Olympic Boulevard Simpson Thacher & Bartlett Los Angeles, California 90064 10 Universal City Plaza, Suite 1850 Telephone: (310) 312-4000 Los Angeles, California 91608 Telephone: (818) 755-7000
---------------- Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-65772 and 333-65772-01 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [_] CALCULATION OF REGISTRATION FEE -------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------
Proposed Maximum Proposed Maximum Amount of Title of Each Class of Amount to be Offering Price Aggregate Offering Registration Securities to be Registered Registered(1)(6) Per Unit(2) price fee(6) -------------------------------------------------------------------------------------------------- Capital Securities of GBB Capital V............................. . 690,000 shares $25 $17,250,000 $4,312.50 -------------------------------------------------------------------------------------------------- Junior Subordinated Debentures of Greater Bay Bancorp(3).......... -- -- -- -- -------------------------------------------------------------------------------------------------- Guarantee of Greater Bay Bancorp with respect to Capital Securi- ties(4)......................... -- -- -- -- -------------------------------------------------------------------------------------------------- Total(5)......................... 690,000 shares $25 $17,250,000 $4,312.50 -------------------------------------------------------------------------------------------------- --------------------------------------------------------------------------------------------------
(1) Includes 90,000 shares subject to the underwriters' over-allotment options. (2) Estimated solely for the purpose of determining the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3) The junior subordinated debentures will be purchased by GBB Capital V in exchange for the capital securities. These securities may later be distributed for no additional consideration to the holders of the capital securities of GBB Capital V under specific circumstances. (4) No separate consideration will be received for the Greater Bay Bancorp guarantee. (5) This Registration Statement is deemed to cover the junior subordinated debentures of Greater Bay Bancorp, the rights of holders of junior subordinated debentures of Greater Bay Bancorp under the indenture, the rights of holders of capital securities of GBB Capital V under the trust agreement and the rights of holders of the capital securities under the guarantee agreement entered into by Greater Bay Bancorp and specific backup undertakings as described herein. which taken together, fully, irrevocable and unconditionally guarantee all of the obligations of GBB Capital V under the capital securities. (6) The Registrants previously registered an aggregate of $86,250,000 worth of capital securities on a Registration Statement of Form S-3 (Registration Number 333-65772 and 333-65772-01), for which a filing fee of $21,562.50 was paid upon the filing of such Registration Statement. The Registrants have instructed a bank to transmit by wire transfer the filing fee to the Securities and Exchange Commission. The Registrant will not revoke such instruction, and they have sufficient funds in such account to cover the amount of the registration fee. --------------- EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed with the Securities and Exchange Commission pursuant to Rule 462(b) under the Securities Act of 1933, as amended. This Registration Statement relates to the public offering by of the Registrants contemplated by the Registration Statement on Form S-3, File Nos. 333-65772 and 333-65772-01, originally filed with the Securities and Exchange Commission on July 25, 2001 (including exhibits thereto), as amended by Amendment No. 1 filed August 3, 2001 (including exhibits thereto), and Amendment No. 2 filed August 6, 2001 (including exhibits thereto), and declared effective on August 14, 2001 (collectively, the "Prior Registration Statement"), and is being filed for the sole purpose of registering additional securities of the same class as were included in the Prior Registration Statement. The contents of the Prior Registration Statement are hereby incorporated by reference. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrants have duly caused this Registration Statement on Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Palo Alto, California on August 14, 2001. GREATER BAY BANCORP /s/ David L. Kalkbrenner By: _________________________________ David L. Kalkbrenner President and Chief Executive Officer GBB CAPITAL V /s/ Steven C. Smith By: _________________________________ Steven C. Smith Administrative Trustee /s/ Shawn E. Saunders By: _________________________________ Shawn E. Saunders Administrative Trustee /s/ Christopher Plummer By: _________________________________ Christopher Plummer Administrative Trustee II-1 Pursuant to the requirements of the Securities Act of 1933, as amended this to the registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- /s/ David L. Kalkbrenner President, Chief Executive August 14, 2001 ____________________________________ Officer and Director David L. Kalkbrenner (Principal Executive Officer) /s/ Steven C. Smith Executive Vice President, August 14, 2001 ____________________________________ Chief Administrative Steven C. Smith Officer and Chief Financial Officer (Principal Financial and Accounting Officer) * Director August 14, 2001 ____________________________________ John M. Gatto * Director August 14, 2001 ____________________________________ John J. Hounslow * Director August 14, 2001 ____________________________________ James E. Jackson * Director August 14, 2001 ____________________________________ Stanley A. Kangas * Director August 14, 2001 ____________________________________ Daniel C. Libarle * Director August 14, 2001 ____________________________________ Rex D. Lindsay * Director August 14, 2001 ____________________________________ George M. Marcus * Director August 14, 2001 ____________________________________ Duncan L. Matteson * Director August 14, 2001 ____________________________________ Linda R. Meier
II-2
Signature Title Date --------- ----- ---- * Director August 14, 2001 ____________________________________ Rebecca Q. Morgan * Director August 14, 2001 ____________________________________ Glen McLaughlin * Director August 14, 2001 ____________________________________ Dick J. Randall * Director August 14, 2001 ____________________________________ Donald H. Seiler * Director August 14, 2001 ____________________________________ James C. Thompson ____________________________________ Director Warren R. Thoits * Director August 14, 2001 ____________________________________ T. John Whalen /s/ Steven C. Smith * By:_______________________________ Steven C. Smith Attorney-in-Fact
II-3 EXHIBIT INDEX
Exhibit No. Description ------- ----------- 1.1 Form of Underwriting Agreement** 4.1 Form of Amended and Restated Declaration of Trust* 4.2 Form of Indenture between Greater Bay and Wilmington Trust Company, as trustee* 4.3 Form of Common Securities Certificate of GBB Capital V (filed as Exhibit A-2 to Exhibit 4.1 herein)* 4.4 Form of Capital Securities Certificate of GBB Capital V (filed as Exhibit A-1 to Exhibit 4.1 herein)* 4.5 Form of Junior Subordinated Debenture (filed as Exhibit A to Exhibit 4.2 herein)* 4.6 Form of Capital Securities Guarantee Agreement* 4.7 Form of Common Securities Guarantee Agreement* 4.8 Amended and Restated Declaration of Trust of GBB Capital VI dated July 16, 2001* 4.9 Indenture dated as of July 16, 2001 between Greater Bay Bancorp and the Bank of New York as trustee* 4.10 Guarantee Agreement, dated as of July 16, 2001 between Greater Bay Bancorp and the Bank of New York as trustee* 5.1 Opinion of Linda M. Iannone (including her consent) 5.2 Opinion of Richards, Layton & Finger, P.A. (including the consent of that firm) 8.1 Opinion of Manatt, Phelps & Phillips, LLP, counsel to Greater Bay, as to certain federal income tax matters (including the consent of that firm) 12.1 Computation of Ratio of Earnings to Fixed Charges* 23.1 Consent of Linda M. Iannone (included as part of Exhibit 5.1) 23.2 Consent of Richards, Layton & Finger, P.A. (included as part of Exhibit 5.2) 23.3 Consent of Manatt, Phelps & Phillips, LLP (included as part of Exhibit 8.1) 23.4 Consent of PricewaterhouseCoopers LLP 24.2 Power of Attorney (included in the signature page of the Registration Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01) and incorporated herein by reference)* 25.1 Form T-1 Statement of Eligibility of Wilmington Trust company to act as trustee for the capital securities of GBB Capital V* 25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee for the junior subordinated debentures of Greater Bay* 25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act as trustee for the Capital Securities Guarantee Agreement*
-------- * Previously filed as an exhibit to the Registration Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01) filed with the SEC on July 25, 2001. ** Previously filed as an exhibit to the Amendment No. 1 to the Registration Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01) filed with the SEC on August 3, 2001.