S-8

As filed with the Securities and Exchange Commission on June 2, 2006

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 incorporation or organization)	(I.R.S. Employer Identification No.)

1900 University Avenue, 6th Floor

East Palo Alto, California 94303

(650) 813-8200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive office)

Greater Bay Bancorp Omnibus Equity Incentive Plan

(Full title of Plan)

LINDA M. IANNONE, ESQ.

General Counsel

Greater Bay Bancorp

1900 University Avenue, 6th Floor

East Palo Alto, California 94303

(650) 838-6109

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

William T. Quicksilver, Esq.

Craig D. Miller, Esq.

Manatt, Phelps & Phillips, LLP

11355 West Olympic Boulevard

Los Angeles, California 90064-1614

Telephone: (310) 312-4000

Calculation of Registration Fee

Title of Securities to Be registered	Amount to be registered	Proposed Maximum Offering Price Per Unit			Aggregate Offering price		Amount of registration fee
Common stock, no par value (1)	6,000,000	$	29.12	(2)	$	174,720,000	$	18,695.04

(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers such indeterminate number of shares as may become available as a result of the adjustment provisions thereof. Includes one attached preferred share purchase right per share.

(2) This estimate is made pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on the average of the high and low prices for the Common Stock as reported on the National Association of Securities Dealers Automated Quotations System on May 26, 2006.

PART II.

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Greater Bay Bancorp (the “Registrant” or the “Company”) files this Registration Statement on Form S-8 with the Securities and Exchange Commission (the “Commission”) to register 6,000,000 shares of the Company’s Common Stock for issuance pursuant to the Company’s Omnibus Equity Incentive Plan (the “Plan”), and such indeterminate number of shares as may be become available under the Plan as a result of the adjustment provisions thereof.

Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The Company hereby incorporates by reference the following documents which have previously been filed with the Commission (File No. 000-25034):

(a) Annual Report on Form 10-K for the fiscal year ended December 31, 2005, including all material incorporated by reference therein;

(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 2006, including all material incorporated by reference therein;

(c) Current reports on form 8-K filed on January 12, 2006, February 1, 2006, February 6, 2006, March 1, 2006, March 6, 2006, March 17, 2006 (two filings), and March 28, 2006, April 27, 2006, May 3, 2006, May 8, 2006, May 26, 2006, May 30, 2006 and June 2, 2006; and

(d) The descriptions of the classes of securities offered hereby which is contained in a Registration Statement on Form 8-A dated October 27, 1994, setting forth a description of the Registrant’s common stock, and a Registration Statement on Form 8-A dated November 23, 1998, setting forth a description of the Registrant’s preferred share purchase rights, as amended, on February 6, 2006 by Form 8-A/A filed under the Exchange Act, including any amendment or report filed for the purpose of updating such descriptions.

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 which indicates 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

Incorporated by reference. See Item 3(c) above.

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Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the shares of common stock to be issued under the terms of the Greater Bay Bancorp Omnibus Equity Incentive Plan as amended, will be passed upon for the Registrant by Linda M. Iannone, Senior Vice President and General Counsel of the Registrant. As of the date of this document, Ms. Iannone owns shares of the Registrant’s common stock and holds options to purchase new shares of such stock and is an eligible participant under the Plan.

Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article VI of the Company’s restated articles of incorporation provides that the Company shall eliminate the liability of its directors for monetary damages to the fullest extent permissible under California law. Article IX of the Company’s Bylaws also requires the Company to indemnify its agents (as defined in Section 317 of the California General Corporation Law). If agents of the Company breach a duty to the Company and its shareholders, then Article Six of the Company’s restated articles of incorporation authorizes the Company, to the extent permissible under California Law, to indemnify such agents in excess of the indemnification expressly permitted by such Section 317.

Section 317 sets forth the provisions pertaining to the indemnification of corporate “agents.” For purposes of this law, an agent is any person who is or was a director, officer, employee or other agent of a corporation, or is or was serving at the request of the Company in such capacity with respect to any other corporation, partnership, joint venture, trust or other enterprise. Section 317 mandates the Company’s indemnification of agents where the agent’s defense is successful on the merits. In other cases, Section 317 allows the Company to indemnify agents for expenses (including amounts paid to defend, settle or otherwise dispose of a threatened or pending action) if the indemnification is authorized by (1) a majority vote of a quorum of the Company’s Board of Directors consisting of directors who are not party to the proceedings; (2) approval of the shareholders, with the shares owned by the person to be indemnified not being entitled to vote thereon; or (3) the court in which the proceeding is or was pending upon application by certain designated parties. Under certain circumstances, the Company can indemnify an agent even when the agent is found liable. Section 317 also allows the Company to advance expenses to its agents for certain actions upon receiving an undertaking by the agent that he or she will reimburse the Company if the agent is found liable. The Company has entered into indemnification agreements with its directors and certain of its officers substantially to the foregoing effect. The Company also maintains directors’ and officers’ liability insurance.

Item 7. EXEMPTION FROM REGISTRATION CLAIMED

Not Applicable.

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Item 8. EXHIBITS

Exhibit Number	Description
5.1	Opinion of Linda M. Iannone, General Counsel of Greater Bay Bancorp
10.1	Greater Bay Bancorp Omnibus Equity Incentive Plan (incorporated herein by this reference as Exhibit 10.1 to the Form 8-K filed with the SEC on June 2, 2006.)
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Linda M. Iannone (included in Exhibit 5.1)
24.1	A power of attorney is set forth on the signature page of the Registration Statement

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ITEM 9. UNDERTAKINGS

(a) The Company hereby undertakes:

(1) To file, during any period in which offers are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) 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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no greater than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii) 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 (a)(1)(i) and (a)(1)(ii) herein do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement;

(2) That, for the purposes 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 bonafide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 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.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers, and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefor, unenforceable. In the event that a

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claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer, or controlling person of the Company 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 Company 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 final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 East Palo Alto, State of California on June 2, 2006.

GREATER BAY BANCORP
By:	/s/ Byron A. Scordelis
	Byron A. Scordelis
	President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Byron A. Scordelis and James S. Westfall, and each of them, 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 and on the dates indicated.

Signature	Title	Date
/s/ Byron A. Scordelis Byron A. Scordelis	President and Chief Executive Officer (Principal Executive Officer)	June 2, 2006
/s/ James S. Westfall James S. Westfall	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	June 2, 2006
/s/ Kamran F. Husain Kamran F. Husain	Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)	June 2, 2006
/s/ Frederick J. de Grosz Frederick J. de Grosz	Director	June 2, 2006
/s/ John M. Gatto John M. Gatto	Director	June 2, 2006
/s/ Robert B. Kaplan Robert B. Kaplan	Director	June 2, 2006

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Signature	Title	Date
/s/ Daniel C. Libarle Daniel C. Libarle	Director	June 2, 2006
/s/ Arthur K. Lund Arthur K. Lund	Director	June 2, 2006
/s/ George M. Marcus George M. Marcus	Director	June 2, 2006
/s/ Duncan L. Matteson Duncan L. Matteson	Director	June 2, 2006
/s/ Glen McLaughlin Glen McLaughlin	Director	June 2, 2006
/s/ Linda R. Meier Linda R. Meier	Director	June 2, 2006
/s/ Thomas E. Randlett Thomas E. Randlett	Director	June 2, 2006
/s/ Donald H. Seiler Donald H. Seiler	Director	June 2, 2006
/s/ James C. Thompson James C. Thompson	Director	June 2, 2006

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Exhibit Index

Exhibit Number	Description
5.1	Opinion of Linda M. Iannone, General Counsel of Greater Bay Bancorp
10.1	Greater Bay Bancorp Omnibus Equity Incentive Plan (incorporated herein by this reference as Exhibit 10.1 to the Form 8-K filed with the SEC on June 2, 2006.)
23.1	Consent of PricewaterhouseCoopers LLP
23.2	Consent of Linda M. Iannone (included in Exhibit 5.1)
24.1	A power of attorney is set forth on the signature page of the Registration Statement

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EX-5.1

Exhibit 5.1

June 2, 2006

Greater Bay Bancorp

1900 University Avenue, 6th Floor

East Palo Alto, California 94303

Re: Greater Bay Bancorp Omnibus Equity Incentive Plan (the “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 in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of up to 6,000,000 shares of the Company’s common stock, no par value (the “Shares”), that may be issued in the aggregate under the Plan.

In rendering this opinion, I have examined and reviewed only such questions of law as I have deemed necessary or appropriate for the purpose of rendering the opinions set forth herein. For the purpose of rendering the opinions set forth herein, I have been furnished with and examined only the following documents:

1. The Articles of Incorporation of the Company, as amended.

2. The Bylaws of the Company, as amended.

3. The Registration Statement.

4. Records of proceedings of the Board of Directors and shareholders of the Company pertaining to the Plan.

5. The Plan.

With respect to all of the foregoing documents, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as certified or reproduced copies. I also have obtained from the officers of the Company certificates as to such factual matters as I consider necessary for the purpose of this opinion, and insofar as this opinion is based on such matters of fact, I have relied on such certificates.

Based upon the foregoing and such further review of fact and law as I have deemed necessary or appropriate under the circumstances, I am of the opinion that the Shares have been duly authorized and when issued and sold in accordance with the terms 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 on Form S-8 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.

This opinion is limited to the current laws of the State of California and the United States of America, to present judicial interpretations thereof and to facts as they presently exist. In rendering this opinion, I have no obligation to revise or supplement it should the current laws of the State of California or the United States of America be changed by legislative action, judicial decision or otherwise.

I hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form S-8 which is being filed on behalf of the Company in connection with the registration of the aforementioned Shares under the Securities Act of 1933, as amended. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission.

Very truly yours,

/s/ Linda M. Iannone

Senior Vice President, General Counsel and

Secretary of Greater Bay Bancorp

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 22, 2006, relating to the consolidated financial statements, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in Greater Bay Bancorp’s Annual Report on Form 10-K for the year ended December 31, 2005.

/s/ PricewaterhouseCoopers LLP

San Francisco, California

June 2, 2006