SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
SVB FINANCIAL SERVICES, INC.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-3438058
- --------------------------------------------------------------------------------
(State of Incorporation (I.R.S. Employer
or Organization) Identification No.)
103 West End Avenue, Somerville, New Jersey 08876
- --------------------------------------------------------------------------------
Address of Principal Executive Offices (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A (c) (1) please check effectiveness of a concurrent
the following box. [ ] registration statement under the
Securities Act of 1933 pursuant
to General Instruction A (c) (2)
please check the following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
------------------- ------------------------------
None
Securities to be registered pursuant to Section 12(g) of the Act:
Common stock, par value $4.17/share
- --------------------------------------------------------------------------------
(Title of Class)
<PAGE>
D. Signature and Filing of Registration Statement.
Eight complete copies of the registration statement, including all
papers and documents filed as a part thereof (other than exhibits) shall be
filed with the Commission and at least one such copy shall be filed with each
exchange on which the securities are to be registered. Exhibits shall be filed
with the Commission and with any exchange in accordance with the Instructions as
to Exhibits. At least one copy of the registration statement filed with the
Commission and one filed with each exchange shall be manually signed. Unsigned
copies shall be conformed.
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered.
Incorporated by reference to section entitled "Description of
Securities" and Exhibits 4.1, 4.2, and 4.3 all as contained in the Company's
Registration Statement on Form SB-2, No. 333-12305 which became effective on
November 8, 1996.
Item 2. Exhibits
Exhibit Description
- ------- -----------
3.1 Certificate of Incorporation *
of SVB Financial Services, Inc.
Amendment to Certificate of
Incorporation of SVB Financial
Services, Inc. Page 1
3.2 By-Laws of SVB Financial
Services, Inc. *
4.1 Specimen Stock Certificate *
4.2 Pages 3, 4, 5, 6, 7, 8, 9, *
` 10, and 11 from Certificate
of Incorporation of SVB
Financial Services, Inc.
4.3 Pages 1,2, 3, 9, 10, 11, 14 *
and 15 from the By-Laws of SVB
Financial Services, Inc.
- ---------
* Incorporated by reference to Exhibits of the same designation, all as
contained in the Company's Registration Statement on Form SB-2, No. 333-12305
which became effective on November 8, 1996.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SVB FINANCIAL SERVICE, INC.
(Registrant)
Date: April 17, 1997 By: s/s Keith B. McCarthy
---------------------
Keith B. McCarthy
Executive Vice-President
and Chief Financial Officer
<PAGE>
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
SVB FINANCIAL SERVICES, INC.
Pursuant to N.J.S. 14A:7-2
SVB FINANCIAL SERVICES, INC., hereby amends its Certificate of
Incorporation to designate 1,423,952 shares of its authorized stock as "Common
Stock, $4.17/share par value." Attached hereto is a true copy of the Resolution
adopted by the Board of Directors so designating the number and description of
said shares.
Said Resolution was duly adopted by the Board of Directors of SVB
Financial Services, Inc., on December 19, 1996.
This Amendment shall take effect immediately upon filing in the Office
of the New Jersey Secretary of State.
IN WITNESS WHEREOF, this Certificate of Amendment is signed and
attested to by the duly authorized corporate officers of SVB Financial Services,
as of the 19th Day of December, 1996.
SVB FINANCIAL SERVICES, INC.
Attest:
/s/ Marguerite Eppler /s/ Robert P. Corcoran
- --------------------- ----------------------
Marguerite Eppler Robert P. Corcoran
Secretary President
