-----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, CvIvWMZg1kn30Fa0CyG2IcHQBqeYuzlDLbrtSsRH1NvMIdKohjWQ74G6LK7AbXVJ ujKm7nMZWNPBLuNk6ff7WQ== 0000944209-97-000854.txt : 19970710 0000944209-97-000854.hdr.sgml : 19970710 ACCESSION NUMBER: 0000944209-97-000854 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970708 EFFECTIVENESS DATE: 19970708 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATER BAY BANCORP CENTRAL INDEX KEY: 0000775473 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 942952485 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-30913 FILM NUMBER: 97637625 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE CITY: PALO ALTO STATE: CA ZIP: 943011504 FORMER COMPANY: FORMER CONFORMED NAME: MID PENINSULA BANCORP DATE OF NAME CHANGE: 19941031 FORMER COMPANY: FORMER CONFORMED NAME: SAN MATEO COUNTY BANCORP DATE OF NAME CHANGE: 19920703 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 8, 1997 Registration No. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20005 -------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- GREATER BAY BANCORP (Exact name of registrant as specified in its charter) CALIFORNIA 77-0387041 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2860 WEST BAYSHORE ROAD 94303 PALO ALTO, CALIFORNIA (Zip code) (Address of principal executive offices) ------------------- GREATER BAY BANCORP 401(k) PROFIT SHARING PLAN (Full title of the plan) ------------------- DAVID L. KALKBRENNER Chief Executive Officer Greater Bay Bancorp 2860 West Bayshore Road Palo Alto, California 94303 (Name and address of agent for service) (415) 813-8200 (Telephone number, including area code, of agent for service) With a Copy to: PAUL H. IRVING, ESQ. Manatt, Phelps & Phillips, LLP 11355 West Olympic Boulevard Los Angeles, California 90064 (310) 312-4209 This registration statement shall hereafter become effective in accordance with Rule 462 promulgated under the Securities Act of 1933, as amended. CALCULATION OF REGISTRATION FEE
============================================================================================================================== Proposed maximum Amount to be Proposed maximum aggregate offering Amount of Title of securities to be registered registered offering price per unit(1) price registration fee - ------------------------------------------------------------------------------------------------------------------------------ 401(k) Profit Sharing Plan 450,000 $32.75 $14,737,500 $4,466 Common Stock ==============================================================================================================================
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein and such indeterminate number of shares as may become available as a result of the adjustment provisions thereof. (1) Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. The price per share under the Greater Bay Bancorp 401(k) Profit Sharing Plan price is computed on the basis of the average of the high and low prices of the Common Stock on July 3,1997 as reported on the National Association of Securities Dealers Automated Quotations System. ================================================================================ PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Certain Documents by Reference ----------------------------------------------- The following documents filed by Greater Bay Bancorp (the "Registrant") with the Commission are incorporated in this Registration Statement by reference: (a) The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 1996 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). (b) The Registrant's Quarterly Report for the quarterly period ending March 31, 1997 filed pursuant to Section 13(a) or 15(d) of the Exchange Act. (c) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act since March 31, 1997. (d) The description of the Registrant's common stock which is contained in the Registrant's Registration Statement on Form 8-A, as amended, including any amendment or report filed for the purpose of updating such information. All other documents filed by the Registrant 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 filing of a post-effective amendment to this Registration Statement which indicate that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement made in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which is also incorporated or 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 ----------------------------------------- The Registrant's Articles of Incorporation provide that the liability of the directors for monetary damages shall be eliminated to the fullest extent permissible under California law. Pursuant to 2 California law, the Registrant's directors shall not be liable for monetary damages for breach of the directors' fiduciary duty of care to the Registrant and its shareholders. However, this provision does not eliminate the duty of care, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under California law. In addition, each director will continue to be subject to liability for (i) acts or omissions that involve intentional misconduct or a knowing and culpable violation of law, (ii) acts or omissions that a director believes to be contrary to the best interests of the Registrant or its shareholders or that involve the absence of good faith on the part of the director, (iii) any transaction from which a director derived an improper personal benefit, (iv) acts or omissions that show a reckless disregard for the director's duty to the Registrant or its shareholders in circumstances in which the director was aware, or should have been aware, in the ordinary course of performing a director's duties, of a risk of serious injury to the Registrant or its shareholders, (v) acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the Registrant or its shareholders, (vi) any transaction that constitutes an illegal distribution or dividend under California law, and (vii) any transaction involving an unlawful conflict of interest between the director and the Registrant under California law. The provision also does not affect a director's responsibilities under any other law, such as the federal securities laws or state or federal environmental laws. Item 7. Exemption from Registration Claimed ----------------------------------- Not applicable. Item 8. Exhibits -------- See Exhibit Index. Item 9. Undertakings ------------ 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: (a) To include any prospectus required by Section 10(a)(3) of the Securities Act; (b) 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; (c) 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 1(a) and 1(b) do not apply if the Registration Statement is on Form S-3 or Form S-8 and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement. 3 2. That, for the purpose of determining any liability under the Securities 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 post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13 or Section 15(d) of the Exchange Act (and, where applicable, each filing of an 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. Insofar as indemnification for liabilities arising under the Securities Act 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 Commission such indemnification is against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication of such issue. The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the Prospectus, to each person the Prospectus is sent or given, the latest Annual Report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the prospectus, to deliver or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to provide such interim financial information. 4 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 of filing of 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 Palo Alto, State of California on July 7, 1997. GREATER BAY BANCORP By /s/ David L. Kalkbrenner ----------------------------------- David L. Kalkbrenner Chief Executive Officer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints David L. Kalkbrenner and Steven C. Smith 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, to sign any or all amendments to this registration statement, and to file the same with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his 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 indicated on July 7, 1997.
Signature Title /s/ David L. Kalkbrenner Chief Executive Officer, - ------------------------- President and Director David L. Kalkbrenner (Principal Executive Officer) /s/ Steven C. Smith Executive Vice President, Chief - ------------------------- Financial Officer and Chief Steven C. Smith Operating Officer (Principal Financial and Accounting Officer) /s/ John M. Gatto Director - ------------------------- John M. Gatto
S-1 /s/ James E. Jackson Director - ---------------------------- James E. Jackson /s/ Rex D. Lindsay Director - ---------------------------- Rex D. Lindsay /s/ Duncan L. Matteson Director - ---------------------------- Duncan L. Matteson /s/ Glen McLaughlin Director - ---------------------------- Glen McLaughlin /s/ Dick J. Randall Director - ---------------------------- Dick J. Randall /s/ Donald H. Seiler Director - ---------------------------- Donald H. Seiler /s/ Warren R. Thoits Director - ---------------------------- Warren R. Thoits /s/ Edwin E. van Bronkhorst Director - ---------------------------- Edwin E. van Bronkhorst
S-2 EXHIBIT INDEX 5.1 Opinion of Manatt, Phelps & Phillips, LLP 23.1 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit 5.1) 23.2 Consent of Independent Public Accountants 25.1 Power of Attorney (included on signature page hereof)
EX-5.1 2 OPINION OF MANATT, PHELPS & PHILLIPS, LLP [LETTERHEAD OF MANATT, PHELPS & PHILLIPS, LLP] July 7, 1997 File No: 14359-034 Greater Bay Bancorp 2860 W. Bayshore Road Palo Alto, California 94303 Re: REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES ISSUABLE UNDER THE GREATER BAY BANCORP 401(k) PROFIT SHARING PLAN Ladies and Gentlemen: At your request, we have examined the Registration Statement on Form S-8 (the "Registration Statement") being filed by Greater Bay Bancorp ("Company") with the Securities and Exchange Commission in connection with the registration under the Securities Act of 1933, as amended, of up to 450,000 shares of common stock, no par value, of the Company (the "Common Stock") which may be issued pursuant to the exercise of purchase rights granted under the Greater Bay Bancorp 401(k) Profit Sharing Plan (the "Plan"). We have examined all instruments, documents and records which we deemed relevant and necessary for the basis of our opinion hereinafter expressed. In such examination, we have assumed the genuineness of al signatures and the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. Based on such examination, we are of the opinion that the Common Stock which may be issued under the Plan are duly authorized, and, when issued against payment of the purchase price therefor in accordance with the provisions of the Plan, will be validly issued, fully paid and non-assessable. This opinion is issued to you solely for use in connection with the Registration Statement and is not to be quoted or otherwise referred to in any financial statements of the Company or related document, nor is it to be filed with or furnished to any government agency or other person, without the prior written consent of this Firm. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, MANATT, PHELPS & PHILLIPS, LLP EX-23.2 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 (Re: Greater Bay Bancorp 401k Profit Sharing Plan) dated July 8, 1997 of our report dated February 27, 1997 on our audits of the consolidated financial statements of Greater Bay Bancorp and Subsidiaries as of December 31, 1996 and 1995, and for three years in the period ended December 31, 1996. San Francisco, California July 8, 1997 -----END PRIVACY-ENHANCED MESSAGE-----