As filed with the Securities and Exchange Commission on July 3, 2000
Registration No. 333-
========================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
--------------------
SVB FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
---------------
New Jersey
(State or other Jurisdiction of 22-3438058
incorporation or organization) (I.R.S. Employer Identification No.)
58-72 E. Main Street
Somerville, New Jersey 08876
(Address, including zip code, including area code,
of registrant's principal executive offices)
SVB FINANCIAL SERVICES, INC.
2000 DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
Robert P. Corcoran
President and Chief Executive Officer
58-72 E. Main Street
Somerville, New Jersey 08876
(908) 541-9500
(Name, Address, including zip code and telephone number
including area code, of agent for service)
-------------------
Copies to:
Peter D. Hutcheon, Esq.
Norris, McLaughlin & Marcus, P.A.
A Professional Corporation
721 Route 202-206
P.O. Box 1018
Somerville, N.J. 08876-1018
(908) 722-0700
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate Offering Registration
to be Registered Registered(1) Per Share (2) Price (3) Fees
Common Stock no par value per Share 60,000 $9.00 $540,000 $143.00
shares
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(1) 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(s) described
herein.
(2) Based upon the exercise price of all of the options issued under the Plan.
(3) The price is estimated in accordance with Rule 457(h)(1) under the
Securities Act of 1933, as amended, solely for the purpose of calculating
the registration fee and is the product resulting from multiplying 60,000,
the number of shares registered by this Registration Statement by $9.00 per
share, the exercise price of all of the options issued under the Plan.
<PAGE>
TABLE OF CONTENTS
Item 1. Plan Information......................................... *
Item 2. Registrant Information and Plan Annual Information........ *
Item 2A. Reoffer Prospectus.......................................I-1
Item 3. Incorporation of Documents by Reference.................II-1
Item 4. Description of Securities...............................II-1
Item 5. Interests of Named Experts and Counsel..................II-1
Item 6. Indemnification of Directors and Officers...............II-1
Item 7. Exemption from Registration Claimed.....................II-2
Item 8. Exhibits................................................II-2
Item 9. Undertakings............................................II-2
* Separately given to participants. Pursuant to the rules for filing a
Registration Statement on Form S-8, such information is contained in a
document which does not constitute a part of this Registration
Statement but which shall, together with the documents incorporated by
reference in this Registration Statement pursuant to Item 3 of Part II
hereof, constitute a prospectus under Section 10(a) of the Securities
Act of 1933.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Omitted.
Item 2. Registrant Information and Plan Annual Information
Omitted.
Item 2A. Reoffer Prospectus
A prospectus relating to the reoffer of control securities and
restricted securities acquired by participants under the Plan follows below.
<PAGE>
REOFFER PROSPECTUS
------------------
60,000 Shares of Common Stock
(Par Value $2.09 per Share )
SVB FINANCIAL SERVICES, INC.
---------------
This prospectus has been prepared for use in connection with the
proposed sales by the stockholders named herein (the "Selling Stockholders") of
an aggregate of 60,000 shares of Common Stock (par value $2.09 per share) of SVB
Financial Services, Inc. (the "Company") acquired by the Selling Stockholders
upon the exercise of options granted to them under the Company's 2000 Directors
Stock Option Plan.
It is contemplated that offerings and/or sales by the Selling
Stockholders will be made from time to time pursuant to this Registration
Statement.
---------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A
A CRIMINAL OFFENSE.
---------------
The date of this Prospectus is July 3, 2000.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
Seven World Trade, 13th Floor, New York, New York 10048. Copies of such material
can be obtained from the Public Reference Section of the Commission, 450 Fifth
Street, N.W., Washington, D.C. at prescribed rates. The Commission maintains a
web site that contains reports, proxy and information statements and other
information regarding registrants that file electronically with the Commission.
The address of the Commission's web site is http://www.sec.gov.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are hereby incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(c) The description of the Company's Common Stock set forth under the
heading "Description of Securities" in the prospectus contained in the Company's
Registration Statement on Form SB-2 (File 333-2305) which became effective
November 8, 1996, and in Exhibits 4.1, 4.2 and 4.3 which were filed with that
registration statement; and
(d) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934 since the end of the fiscal year referred to
in (a) above.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from the date
hereof to the termination of the offering of the securities covered hereby shall
be deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing such documents.
Copies of documents incorporated herein by reference may be obtained
upon written or oral request without charge (other than exhibits thereto) from
the headquarters office of the Company, SVB Financial Services, Inc., 58-72 E.
Main Street, Somerville, New Jersey 08876, telephone (908) 541- 9500, Attn:
Keith B. McCarthy, Chief Operating Officer and Secretary/Treasurer.
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THE COMPANY
SVB Financial Services, Inc. (the "Company") is a New Jersey
corporation organized in 1996 for the purpose of acquiring and owning Somerset
Valley Bank (the "Bank"), a New Jersey commercial Bank formed in 1990, in
connection with the Bank's objective of adopting a holding company structure.
The Company owns substantially all of the outstanding capital stock of the Bank,
which is the Company's only bank subsidiary. The Bank is a full service,
community-oriented Bank which operates eight banking offices, seven in Somerset
County and one in Monmouth County, New Jersey.
The Bank is engaged in the financing of local businesses and industry,
providing credit facilities and related services for smaller businesses,
typically those with $1 million to $5 million in annual sales, in light
manufacturing, wholesale and retail distribution, and service businesses. A wide
range of commercial lending products is offered, including working capital lines
of credit, U.S. Small Business Administration - backed loans, commercial and
residential construction loans, term loans for fixed asset acquisitions,
commercial mortgages and other asset-based financing. The Bank also provides
personal consumer banking services, including checking and savings accounts,
money-market accounts, certificates of deposit, individual retirement accounts,
residential mortgages, home equity lines of credit and other second mortgage
loans, home improvement loans, automobile loans, personal loans and overdraft
lines.
The Bank currently has 78 full time equivalent employees. Its
principal executive offices are located at 58-72 E. Main Street, Somerville, New
Jersey 08876, telephone (908) 541-9500.
SELLING STOCKHOLDERS
The table below sets forth the names of the Selling Stockholders, all
of whom are directors of the Company with addresses care of the Company at 58-72
E. Main Street, Somerville New Jersey 08876. The shares that the Selling
Stockholders may offer from time to time are shares acquired or to be acquired
by them upon the exercise of awards that have been or may in the future be
granted to them by the Company pursuant to the Company's 2000 Directors Stock
Option Plan (the "Plan"). The following table lists all persons holding awards,
who, because of their position with the Company or amount of stock of the
Company owned by them, may be deemed to be "affiliates" and persons who are
nonaffiliates who have acquired shares under the Plan prior to the filing of the
registration statement of which this prospectus is a part. The Selling
Stockholders may from time to time offer all or part of the shares acquired by
them upon the exercise of options now held or which may be granted to them in
the future by the Company in any trading markets. The Company will pay all
expenses of preparing and reproducing this Prospectus, but will not receive any
part of the proceeds of the sale of any such shares. The Selling Stockholders
will pay any and all brokerage commissions charged to sellers in connection with
such sales.
Name No. of Shares
---- -------------
Bernard Bernstein 4,615
Raymond L. Hughes 4,615
S. Tucker S. Johnson 4,615
John K. Kitchen 4,615
Frank J. Orlando 4,615
Gilbert E. Pittenger 4,615
Frederick D. Quick 4,615
Anthony J. Santye 4,615
G. Robert Santye 4,615
Donald Sciaretta 4,615
Herman C. Simonse 4,615
Donald R. Tourville 4,615
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LEGAL MATTERS
The legality of the shares of Common Stock being offered hereby will
be passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206, P.O. Box
1018, Somerville, New Jersey 08876-1018.
EXPERTS AND MISCELLANEOUS
The financial statements of SVB Financial Services, Inc. as of
December 31, 1999 and for each of the two years in the period ended December 31,
1999, incorporated by reference in this Reoffer Prospectus or in the
Registration Statement of which this Reoffer Prospectus forms a part, have been
audited by Grant Thorton LLP, independent certified public accountants, whose
report thereon appears therein, and in reliance upon such report of Grant
Thornton LLP, given upon the authority as experts in accounting and auditing.
The Common stock of the Company, including the shares offered hereby, is
designated for quotation on the Nasdaq Stock Market, Inc. National Market System
under the symbol: SVBF.
USE OF PROCEEDS
The Company will not receive any proceeds from the reoffer and resale
of securities by the Selling Stockholders hereunder.
INDEMNIFICATION
The Certificate of Incorporation and the By-Laws provide that the
Company shall indemnify each officer and director of the Company (and each
officer and director of another entity who was serving at the request of the
Company) who is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement, actually and
reasonably incurred in connection with such action, suit or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company or its shareholders; and with
respect to any criminal action, suit or proceeding, had no reasonable cause to
believe his conduct was unlawful. They further provide that the Company shall
indemnify each such officer and director in any derivative action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Company or its shareholders;
except that no indemnification shall be made in respect to any such derivative
action, suit or proceeding as to which he shall have been adjudged to be liable
for gross negligence or misconduct in the performance of his duties to the
Company (unless and only to the extent that the court in which such action or
suit is brought shall determine, upon application, that, despite the
adjudication of liability, but in view of all of the circumstances of the case,
he is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper).
The Certificate of Incorporation and the By-Laws also provide that
costs in defending any action, suit or proceeding referred to above may be paid
by the Company in advance of the final disposition thereof under certain
circumstances.
All expenses and liabilities incurred by the Board of Directors in the
administration of the Plan shall be borne by the Company. The Board of Directors
may employ attorneys, consultants, accountants or other persons in connection
with the administration of the Plan. The Company, and its officers and
directors, shall be entitled to rely upon the advice, opinions or valuations of
any such persons. No member of the Board of Directors shall be liable for any
action, determination or interpretation taken or made in good faith with respect
to the Plan or any option granted hereunder.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
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<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by SVB Financial Services, Inc. (the
"Company") with the Commission are also incorporated herein by reference:
(a) The Company's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 2000;
(b) The Company's Annual Report on Form 10-K for the year ended
December 31, 1999; and
(c) The description of the Company's Common Stock set forth under the
heading "Description of Securities" in the prospectus contained in
the Company's Registration Statement on Form SB-2 (File 333-2305)
which became effective November 8, 1996, and in Exhibits 4.1, 4.2
and 4.3 which were filed with that registration statement;
In addition to the foregoing, all documents subsequently filed
by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder 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 part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement 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 subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
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
Section 14A:3-5 of the New Jersey Business Corporation Act
(the "NJBCA") gives the Company power to indemnify each of its directors and
officers against expenses and liabilities in connection with any proceeding
involving him by reason of his being or having been a director or officer if (a)
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company and (b) with respect to any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. However, in a proceeding by or in the right of the Company, there
shall be no indemnification in respect of any liabilities or expenses if the
officer or director shall have been adjudged liable to the Company unless the
court in such proceeding determines he is entitled to indemnity for such
liabilities and/or expenses. Furthermore, no indemnification shall be made to or
on behalf of a director or officer if a judgment or other final adjudication
adverse to such director or officer establishes that his acts or omissions (a)
were in breach of his duty of loyalty to the Company and its stockholders, (b)
were not in good faith or involved a knowing violation of law or (c) resulted in
receipt by the director or officer of an improper personal benefit. The NJBCA
defines an act or omission in breach of a person's duty of loyalty as an act or
omission which that person knows
4
<PAGE>
or believes to be contrary to the best interests of the Company or its
stockholders in connection with a matter in which he has a material conflict of
interest. If a director or officer is successful in a proceeding, the statute
mandates that the Company indemnify him against expenses.
The By-Laws provide that the Company shall indemnify each
officer and director of the Company (and each officer and director of another
entity who was serving at the request of the Company) who is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative,
against expenses (including attorneys' fees), judgments, fines, and amounts paid
in settlement, actually and reasonably incurred in connection with such action,
suit or proceeding, to the fullest extend permitted by law. The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may be paid by the Company in advance of the final disposition thereof under
certain circumstances.
Item 7. Exemption from Registration Claimed
Offers and sales of Common Stock pursuant to the Plan are exempt from
registration under the Securities Act of 1933, as amended, by virtue of Sections
4(2) and/or 2(11) of such Act and Rule 504 promulgated by the Commission as a
part of Regulation D.
Item 8. Exhibits
4(a) SVB Financial Services Inc. 2000 Directors Stock
Option Plan, is incorporated herein by reference to
Exhibit B attached to the Company's definitive proxy
materials with respect to its 2000 Annual Meeting of
Shareholders, filed with the Commission on March 20,
2000.
*5 Opinion of Norris, McLaughlin & Marcus, P.A.
*23(a) Consent of Grant Thornton, LLP
23(b) Consent of Norris, McLaughlin & Marcus, P.A. (included
in Exhibit 5)
24 Power of Attorney (included on signature page)
------------------------------------------------------------------
*Filed herewith
Item 9. Undertakings
(a) 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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(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; and
(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 1(i) and
1(ii) do not apply if the information
required to be included in a post-effective
amendment by
5
<PAGE>
those paragraphs is contained in periodic
reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
(iv) That, for the purpose of determining any
liability under the Securities Act of 1933,
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.
(v) 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 undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) 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 of 1933 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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the 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 Act and will be
governed by the final adjudication of such issue.
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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 for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Borough of Somerville, State of New Jersey on the 30th
day of June, 2000.
SVB FINANCIAL SERVICES, INC.
By: /s/ Robert P. Corcoran
-------------------------------------
Robert P. Corcoran
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Corcoran and Keith B. McCarthy,
and either of them (with full power in each to act alone), his true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each 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 that all said attorneys-in-fact, or
their substitute or substitutes, 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 below.
Person Capacity Date
------ -------- ----
/s/ John K. Kitchen
------------------------------ Chairman of the Board June 30, 2000
John K. Kitchen and Director
/s/ Robert P. Corcoran
------------------------------ Chief Executive Officer June 30, 2000
Robert P. Corcoran and Director
/s/ Keith B. McCarthy
------------------------------ Chief Operating Officer June 30, 2000
Keith B. McCarthy and Secretary/Treasurer
------------------------------ Director June 30, 2000
Raymond L. Hughes
/s/ Frank J. Orlando
------------------------------ Director June 30, 2000
Frank J. Orlando
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<PAGE>
------------------------------ Director June 30, 2000
Donald Sciaretta
/s/ Gilbert E. Pittenger
------------------------------ Director June 30, 2000
Gilbert E. Pittenger
/s/ Herman C. Simonse
------------------------------ Director June 30, 2000
Herman C. Simonse
------------------------------ Director June 30, 2000
S. Tucker S. Johnson
/s/ G. Robert Santye
------------------------------ Director June 30, 2000
G. Robert Santye
/s/ Frederick D. Quick
------------------------------ Director June 30, 2000
Frederick D. Quick
/s/ Anthony J. Santye
------------------------------ Director June 30, 2000
Anthony J. Santye
/s/ Donald R. Tourville
------------------------------ Director June 30, 2000
Donald R. Tourville
/s/ Bernard Bernstein
------------------------------ Director June 30, 2000
Bernard Bernstein
/s/ Willem Kooyker
------------------------------ Director June 30, 2000
Willem Kooyker
8
