-----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, P2YBZ+wf95GIxuPTtJuGA329y0fXQGXwiaL2nNtc2wHOKMCkTryCyTeGtZY9FGxE 0VfdMi1Pa98C4ugA4QlJcQ== 0001012870-98-003030.txt : 19981123 0001012870-98-003030.hdr.sgml : 19981123 ACCESSION NUMBER: 0001012870-98-003030 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19981120 EFFECTIVENESS DATE: 19981120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GREATER BAY BANCORP CENTRAL INDEX KEY: 0000775473 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 770387041 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-67677 FILM NUMBER: 98756365 BUSINESS ADDRESS: STREET 1: 2860 WEST BAYSHORE ROAD CITY: PALO ALTO STATE: CA ZIP: 94303 BUSINESS PHONE: 4153751555 MAIL ADDRESS: STREET 1: 2860 BAYSHORE ROAD STREET 2: 420 COWPER ST 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 NOVEMBER 20, 1998 REGISTRATION NO. 333- ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- 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) 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) (650) 813-8200 (Telephone number, including area code, of agent for service) WITH A COPY TO: T. HALE BOGGS, ESQ. MANATT, PHELPS & PHILLIPS, LLP 70 WILLOW ROAD MENLO PARK, CALIFORNIA 94025 (650) 566-3510 CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------- Proposed Proposed maximum maximum Amount to be offering aggregate Amount of Title of securities to be registered registered(1) price per share(2) offering price(2) registration fee - -------------------------------------------------------------------------------------------------------------------- Common Stock 450,000 shares $33.69 $15,160,500 $4,215 - -------------------------------------------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as amended, 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. (2) Estimated pursuant to Rule 457 solely for purposes of calculating the registration fee. The price per share under the Greater Bay Bancorp 401(k) Plan price is computed on the basis of the average of the high and low prices of the Common Stock on November 18, 1998 as reported on the National Association of Securities Dealers Automated Quotations System. ================================================================================ PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8, Greater Bay Bancorp (the "Registrant") files this Registration Statement on Form S-8 to register an additional 450,000 shares of Common Stock (the "Shares") for issuance pursuant to the exercise of purchase rights granted under the Greater Bay Bancorp 401(k) Plan (the "Plan"), and such indeterminate amount of interests to be offered or sold under the Plan and such indeterminate number of shares as may become available under the Plan as a result of the adjustment provisions thereof. The Registrant previously filed a Registration Statement on Form S-8 (Registration No. 333-30913) with the Securities and Exchange Commission (the "SEC") on July 8, 1997, the contents of which are incorporated herein by reference, under which 450,000 shares of Common Stock for issuance pursuant to the exercise of purchase rights granted under the Plan were registered. Since the Registrant announced a two-for-one stock split of its Common Stock effective for shareholders of record as of April 30, 1998, the Registrant hereby registers the Shares under this Registration Statement. Item 8. Exhibits -------- See Exhibit Index. The Registrant undertakes that it will submit or has submitted the Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a timely manner and has made or will make all changes required by the IRS in order to qualify the Plan under Section 401 of the Internal Revenue Code. 2 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 November 17, 1998. GREATER BAY BANCORP By /s/ David L. Kalkbrenner --------------------------- David L. Kalkbrenner Chief Executive Officer POWER OF ATTORNEY We, the undersigned directors and officers of Greater Bay Bancorp, do hereby severally constitute and appoint David L. Kalkbrenner and Steven C. Smith and each of them singly, our true and lawful attorneys and agents, to do any and all things and acts in our names in the capacities indicated below and to execute any all instruments for us and in our names in the capacities indicated below which said persons, or either of them, may deem necessary or advisable to enable Greater Bay Bancorp to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the offering contemplated by this Registration Statement on Form S-8, including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities indicated below and any and all amendments, including post-effective amendments to this Registration Statement and any Rule 462(b) registration statement or amendments thereto; and we hereby ratify and confirm all that said persons, or either of them, shall 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 November 17, 1998.
SIGNATURE TITLE DATE /s/ David L. Kalkbrenner Chief Executive Officer, November 17, 1998 - --------------------------------- President and Director David L. Kalkbrenner (Principal Executive Officer) /s/ Steven C. Smith Executive Vice President, November 17, 1998 - --------------------------------- Chief Financial Officer and Steven C. Smith Chief Operating Officer (Principal Financial and Accounting Officer) /s/ George R. Corey Director November 17, 1998 - --------------------------------- George R. Corey /s/ John M. Gatto Director November 17, 1998 - --------------------------------- John M. Gatto /s/ James E. Jackson Director November 17, 1998 - --------------------------------- James E. Jackson
3 /s/ Rex D. Lindsay Director November 17, 1998 - --------------------------------- Rex D. Lindsay /s/ Leo K. Lum Director November 17, 1998 - --------------------------------- Leo K. W. Lum /s/ George M. Marcus Director November 17, 1998 - --------------------------------- George M. Marcus /s/ Duncan L. Matteson Director November 17, 1998 - --------------------------------- Duncan L. Matteson /s/ Rebbeca Q. Morgan Director November 17, 1998 - --------------------------------- Rebecca Q. Morgan /s/ Glen McLaughlin Director November 17, 1998 - --------------------------------- Glen McLaughlin /s/ Dick J. Randall Director November 17, 1998 - --------------------------------- Dick J. Randall /s/ Donald H. Seiler Director November 17, 1998 - --------------------------------- Donald H. Seiler Director - --------------------------------- Roger V. Smith /s/ Warren R. Thoits Director November 17, 1998 - --------------------------------- Warren R. Thoits
4 EXHIBIT INDEX 5.1 Opinion of Linda M. Iannone, Esq. 23.1 Consent of Linda M. Iannone, Esq. (included in Exhibit 5.1). 23.2 Consent of Independent Public Accountants. 25.1 Power of Attorney (included on signature page hereof). 99.1 Greater Bay Bancorp 401(K) Plan (filed as Exhibit 10.5 to Greater Bay Bancorp's Annual Report on Form 10-K for the year ended December 31, 1997, filed with the SEC on March 31, 1998, and incorporated herein by reference). EX-5.1 2 OPINION OF LINDA M. IANNONE, ESQ. EXHIBIT 5.1 November 18, 1998 Greater Bay Bancorp 2860 West Bayshore Road Palo Alto, CA 94303 RE: REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES ISSUABLE UNDER THE GREATER BAY BANCORP 401(K) PLAN Ladies and Gentlemen: As General Counsel of Greater Bay Bancorp (the "Company"), at your request, I have examined the Registration Statement on Form S-8 (the "Registration Statement") being filed by the Company with the Securities and Exchange Commission (the "SEC") in connection with the registration under the Securities Act of 1933, as amended (the "Securities Act"), of up to 450,000 shares of common stock, no par value, of the Company (the "Shares") which may be issued pursuant to the exercise of purchase rights granted under the Greater Bay Bancorp 401(k) Plan (the "Plan"). I have examined such instruments, documents and records which I deemed relevant and necessary for the basis of my opinion hereinafter expressed. In such examination, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to the originals of all documents submitted to me as copies. Based upon the foregoing and the other assumptions contained herein, it is the opinion of the undersigned that the Shares issuable by the Company upon the exercise of purchase rights pursuant to the Plan will be, when issued and delivered against payment therefor in accordance with the Plan, and the Registration Statement, duly authorized, validly issued, fully paid and non- assessable. This opinion is further subject to the following assumptions: (i) all purchase rights under the Plan to date have been, and all purchase rights to be granted under the Plan will be, duly and validly granted in accordance with the terms of the Plan, (ii) the consideration for the shares of Common Stock to be issued pursuant to such purchase rights will be received prior to the issuance thereof, (iii) the shares of Common Stock to be issued pursuant to such purchase rights will be issued in accordance with the terms of the Plan, (iv) the Registration Statement will become effective under the Securities Act prior to the issuance of any shares of Common Stock under the Plan and no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or be pending before the SEC, (v) prospectuses will be updated and delivered to participants in the Plan as required by the Securities Act and the rules and regulations promulgated by the SEC thereunder, and (vi) the grant of purchase rights under the Plan and the issuance of shares of Common Stock pursuant to such purchase rights will comply with the securities laws of each state or jurisdiction applicable thereto (other than the Securities Act). 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 my prior written consent. I hereby consent to the filing of this opinion as an exhibit to the Registration Statement which is being filed by the Company in connection with the registration of the aforementioned Shares under the Securities Act. Very truly yours, /s/ Linda M. Iannone Linda M. Iannone General Counsel EX-23.2 3 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS EXHIBIT 23.2 CONSENT OF INDEPENDENT ACCOUNTANTS November 20, 1998 We consent to the incorporation by reference in this Registration Statement on Form S-8 (Re: Greater Bay Bancorp 401K Profit Sharing Plan) dated November 20, 1998 of our report dated September 2, 1998 included in the Form 8-K, as filed with the SEC on September 30, 1998 and our report dated February 20, 1998, except as to information provided in Note 18, for which the date is March 24, 1998, included in the Annual Report on Form 10-K as filed with the SEC on March 31, 1998, on our audits of the consolidated financial statements of Greater Bay Bancorp and Subsidiaries as of December 31, 1997 and 1996, and for each of the three years in the period ended December 31, 1997. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP -----END PRIVACY-ENHANCED MESSAGE-----