Registration Statement No. ___________
As filed with the Securities and Exchange Commission on March 18, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BAY AREA BANCSHARES
(Exact name of registrant as specified in its charter)
California 94-2779021
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
900 Veterans Boulevard
Redwood City, California 94063
(Address of Principal Executive Offices)
Bay Area Bancshares 1993 Stock Option Plan
(Full title of the plan)
Anthony Gould
Chief Financial Officer
Bay Area Bancshares
900 Veterans Boulevard
Redwood City, California 94063
(Name and address of agent for service)
(650) 367-1600
(Telephone number, including area code, of agent of service)
with copies to:
Jay D. Pimentel
Joan L. Grant
c/o Haines, Brydon & Lea
A Law Corporation
235 Pine Street, Suite 1300
San Francisco, California 94104
Telephone: (415) 981-1050
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<TABLE>
<CAPTION>
Calculation of Registration Fee
<S> <C> <C> <C> <C>
Proposed
Proposed maximum
Title of Securities Amount to be maximum offering aggregate offering Amount of
to be registered registered price per unit price registr. fee
Stock options and 518,569(1) $29.75(2) $15,427,427.75 $4,551.09
Common Stock to be
issued on exercise
of stock options
<FN>
(1) The number of shares being registered consists of the number of shares for which options may be
granted under the Plan, less the number of shares already registered under Registration
Statement File No. 33-78242.
(2) Under the Plan, the exercise price of an incentive option must not be less than the fair
market value of the Registrant's common stock at the time the option is granted, and the exercise
price of a non-incentive option must not be less that 85% of such fair market value. The proposed
maximum offering price per share is estimated solely for the purpose of computing the registration
fee pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended, based upon the bid
price of $29.75 per share quoted by a market maker for the shares as of March 12, 1998.
</FN>
</TABLE>
<PAGE>
This registration statement is filed for the purpose of registering options and
shares underlying those options to be granted by the Registrant under its 1993
Stock Option Plan, as amended by Amendment No. 1 to that plan. Amendment No. 1
increased the number of shares for which options may be granted to 750,000,
"provided, however, that at no time shall the total number of shares issuable
upon exercise of all outstanding options, plus the total number of shares
provided for under any compensation plan of the Corporation pursuant to which
shares of stock may be issued to participants, exceed 30% of the then
outstanding shares of the Corporation." See, Amendment No. 1 to the Plan at
section 1 (amending section 2 of the Plan).
Pursuant to General Instruction E of Form S-8, the contents of the Registrant's
Registration Statement on Form S-8, SEC File No. 33-78242, filed on April 28,
1994, as amended by Amendment No. 1 to that Registration Statement, filed on
March 18, 1998, are hereby incorporated by reference into this Registration
Statement.
Item 8. Exhibits.
4.1 Bay Area Bancshares 1993 Stock Option Plan *
4.2 Amendment No. 1 to the Bay Area Banschares 1993 Stock Option
Plan **
4.3 Form of Incentive Stock Option Agreement (employees who are not
directors) **
4.4 Form of Incentive Stock Option Agreement (employees who are
directors) **
4.5 Form of Stock Option Agreement (nonemployee-directors or
consultants) **
5. Opinion of Haines, Brydon & Lea, a Law Corporation +
23.1 Consent of Haines, Brydon & Lea, a Law Corporation (contained
in Exhibit 5)
23.2 Consent of Coopers & Lybrand +
24. Power of Attorney (contained in the signature page hereof)
99. Sections 204 and 317 of the California General Corporation Law,
with respect to indemnification**
* Incorporated by reference to the exhibit having the same number in the
Registrant's Registration Statement on Form S-8, SEC File No. 33-78242, filed on
April 28, 1994.
** Incorporated by reference to the exhibit having the same
number in Post-Effective Amendment No. 1 to the Registrant's Registration
Statement on Form S-8, SEC File No. 33-78242, which was filed on March 18, 1998.
+ Filed herewith.
<PAGE>
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes (1) to file, during
any period in which it offers or sells securities, a post-effective amendment to
this Registration Statement to include any additional or changed material
information on the plan of distribution; (2) 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; 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 this
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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(h) 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.
<PAGE>
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 City of Redwood City, State of California, on March 9, 1998.
BAY AREA BANCSHARES
by /s/Robert R. Haight
Robert R. Haight
Chairman of the Board, President
and Chief Executive Officer
Each person whose signature appears below hereby authorizes Robert R. Haight and
Anthony J. Gould and each and any of them, as attorneys-in-fact and agents, with
full powers of substitution, to sign on his or her behalf, individually and in
the capacities stated below, and to file any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8 with the
Securities and Exchange Commission, granting to said attorneys-in-fact and
agents full power and authority to perform any other act on behalf of the
undersigned.
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/Gary S. Goss Director and Secretary March 10, 1998
Gary S. Goss
/s/Robert S. Haight Chairman of the Board of Directors March 9, 1998
Robert R. Haight President and Chief Executive Officer
/s/Stanley A. Kangas Director March 9, 1998
Stanley A. Kangas
/s/David J. Macdonald Director March 9, 1998
David J. Macdonald
/s/Thorwald A. Madsen Director March 9, 1998
Thorwald A. Madsen
/s/Dennis W. Royer Director March 3, 1998
Dennis W. Royer
/s/Anthony J. Gould
Anthony J. Gould Chief Financial (Accounting) Officer March 10, 1998
Exhibit Index
5. Opinion of Haines, Brydon & Lea, a Law Corporation
23.2 Consent of Coopers & Lybrand
Haines Brydon & Lea
A Law Corporation
235 Pine Street, 13th Floor
San Francisco, CA 94104
(415) 981-1050 (Telephone)
(415) 989-3561 (Facsimile)
March 17, 1998
Board of Directors
Bay Area Bancshares
900 Veterans Boulevard
Redwood City, CA 94063
Re: Bay Area Bancshares 1993 Stock Option Plan -
Registration Statement on Form S-8
Dear Sirs:
We have acted as counsel for Bay Area Bancshares (the "Corporation"), a
California corporation, in connection with the offering by the Corporation of
its common stock (the "Common Stock") pursuant to the Bay Area Bancshares 1993
Stock Option Plan. The Plan was amended in 1997 to increase the total number of
shares from 231,431 to 750,000, provided, however, that at no time shall the
total number of shares issuable upon exercise of all outstanding options, plus
the total number of shares provided for under any compensation plan of the
Corporation pursuant to which shares of stock may be issued to participants,
exceed 30% of the then outstanding shares of the Corporation. This opinion
covers the 518,569 shares recently added to the Plan. The issuance of shares
previously authorized under the Plan are covered by our opinion letter dated
April 26, 1994.
For the purpose of rendering this opinion, we have reviewed and examined,
among other related documents, originals, certified copies, or copies otherwise
identified to our satisfaction as being true copies of originals of the
following:
(a) The Articles of Incorporation of the Corporation, as amended to date;
(b) The Bylaws of the Corporation, as adopted by its Board of
Directors, and as amended to date;
(c) The Minutes of Meetings of the shareholders and of the Board of
Directors of the Corporation from January 1, 1997 to the date hereof; and
(d) The Bay Area Bancshares 1993 Stock Option Plan (the "Plan"), as
amended to date.
We have also examined and relied upon such corporate records of the
Corporation and such certificates and representations of officers of the
Corporation as we had deemed necessary under the circumstances. We have relied
upon the authenticity of any document submitted to us as an original, the
conformity to the original of any document submitted to us as a copy, and the
genuineness of all signatures. On the basis of such review and examination and
as a result of our consideration of such questions of law as we deem relevant,
we are of the opinion that:
1.Bay Area Bancshares is a corporation validly existing and in good
standing under the laws of the State of California; and
<PAGE>
2. After the Registration Statement shall have become effective, and the
provisions of the applicable state securities laws shall have been complied
with, the shares of Common Stock issued upon the exercise of a Stock Option
Agreement or an Incentive Stock Option Agreement, when issued in accordance with
the terms of such agreement and pursuant to the Plan will be, under the laws of
the State of California, legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement relating to the shares of Common Stock issued upon the
exercise of a Stock Option Agreement. In giving such consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended.
This letter has been prepared at the request of Bay Area Bancshares and
may not be relied upon by any other person for any other purpose without our
prior written consent.
Very truly yours,
HAINES, BRYDON & LEA
A Law Corporation
/s/Jay D. Pimentel
Jay D. Pimentel
Coopers & Lybrand L.L.P. a professional services firm
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8 of our report
dated February 8, 1997, on our audit of the consolidated financial statements of
Bay Area Bancshares as of December 31, 1996 and for the year then ended,
appearing in the Annual Report on Form 10-K of Bay Area Bancshares for 1996.
/s/Coopers & Lybrand L.L.P.
San Francisco, California
March 13, 1998
Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a Swiss
limited liability association
