<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 33-_____
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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SILICON VALLEY BANCSHARES
(Exact name of Registrant as specified in its charter)
California 94-2856336
- ------------------------ --------------------------------
(State of incorporation) (IRS Employer Identification No.)
3003 Tasman Drive
Santa Clara, California 95054
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
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1989 Stock Option Plan
(Full Title of the Plan)
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JOHN C. DEAN
President, Chief Executive Officer
SILICON VALLEY BANCSHARES
3003 Tasman Drive
Santa Clara, California 95054
(408) 654-7400
(Name, address, including zip code, and
telephone number, including area code, of agent for service)
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Copies to:
CATHERINE NGO, ESQ.
3003 Tasman Drive
Santa Clara, California 95054
(408) 654-7400
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<PAGE>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share(1) Price(1) Fee
- --------------------------------------------------------------------------
[S] [C] [C] [C] [C]
Common Stock...... 50,000 $24.44 $1,222,000 $421.38
==========================================================================
(1) Estimated pursuant to Rule 457(c) and 457(h) solely for the purpose of
calculating the amount of the registration fee based on the average of the
high and low prices of the Company's Common Stock as reported on the Nasdaq
National Market System on May 31, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
There are hereby incorporated by reference in this registration statement the
following documents and information heretofore filed with the Securities and
Exchange Commission:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995, filed pursuant to Section 13 of the Securities Exchange Act
of 1934 (the "Exchange Act").
2. The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996, filed pursuant to Section 13 of the Exchange Act.
3. The description of the Company's Common Stock contained in the Company's
Registration Statement on Form 8-A dated April 23, 1987, filed pursuant to
Section 12 of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act after the date of this registration statement and
prior to the filing of a post-effective amendment that indicates that all
securities offered have been sold or that 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 such
documents.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
The Bylaws of the Company provide for the indemnification of the Company's
officers and directors against certain liabilities and expenses relating to
lawsuits and other proceedings in which they may become involved. Section 317
of the California Corporations Code also provides for indemnification of a
corporation's directors and officers under certain circumstances.
II-1
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Section 204(a)(10) and (11) and Section 317 of the California Corporations
Code and the Bylaws of the Company contain provisions covering indemnification
of corporate directors and officers against certain liabilities and expenses
incurred as a result of proceedings involving such persons in their capacities
as directors and officers, including proceedings under the Securities Act or the
Exchange Act.
The Company provides indemnity insurance pursuant to which its directors and
officers are indemnified or insured under certain circumstances against certain
liabilities or losses, including liabilities under the Securities Act. The
Company has obtained shareholder approval to enter into indemnity agreements
with their respective directors and officers. Each agreement provides for
indemnification of the fines, settlements and other amounts incurred by such
person in connection with the good faith performance of his or her duties as a
director or officer. The indemnification agreements also provide for the
advance payment by the Company of expenses incurred in defending any proceeding
to which the director or officer may be a party, provided that the affected
director or officer executed an undertaking, acceptable to the relevant board of
directors, agreeing to repay all amounts advanced for defense of the proceeding
if it shall be ultimately determined that such director or officer was not
entitled to be indemnified in accordance with Sections 204(a)(10) and (11) and
Section 317 of the California Corporations Code.
The Company understands that the staff of the Commission is of the opinion
that statutory, charter and contractual provisions as are described above have
no effect on claims arising under the federal securities laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
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Exhibit
Number
------
4.1 1989 Stock Option Plan, as amended, together with form of Stock
Option Agreement
5.1 Opinion of counsel, as to legality of securities being registered
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (See Page 7)
II-2
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ITEM 9. UNDERTAKINGS.
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(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 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.
(2) That, for the purpose 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 bona
fide offering thereof.
(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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 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 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 Securities 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 Securities Act and will be governed by the final
adjudication of such issue.
II-3
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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 City of Santa Clara, State of California, on May 16, 1996.
SILICON VALLEY BANCSHARES
By: /s/ John C. Dean
----------------
John C. Dean
President and Chief Executive Officer
II-4
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POWER OF ATTORNEY
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints A. Catherine Ngo, his or her attorney-in-fact,
each with the power of substitution, for him or her in any and all capacities,
to sign any amendments to this Registration Statement on Form S-8, and to file
the same, with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, hereby ratifying and confirming all
that each of said attorney-in-fact, or his substitute or substitutes, may 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/ Daniel J. Kelleher
- ----------------------------- Chairman of the Board May 16, 1996
Daniel J. Kelleher
/s/ John C. Dean Director, President and Chief May 16, 1996
- ----------------------------- Executive Officer
John C. Dean
/s/ Gary K. Barr Director May 16, 1996
- -----------------------------
Gary K. Barr
/s/ James F. Burns, Jr. Director May 16, 1996
- -----------------------------
James F. Burns, Jr.
/s/ Henry M. Gay Director May 16, 1996
- -----------------------------
Henry M. Gay
/s/ Clarence J. Ferrari Director May 16, 1996
- -----------------------------
Clarence J. Ferrari
/s/ David M. deWilde Director May 16, 1996
- -----------------------------
David M. deWilde
/s/ Michael Roster Director May 16, 1996
- -----------------------------
Michael Roster
/s/ James R. Porter Director May 16, 1996
- -----------------------------
James R. Porter
/s/ Ann R. Wells Director May 16, 1996
- -----------------------------
Ann R. Wells
/s/ Glen Blackmon Executive Vice President and May 16, 1996
- ----------------------------- Chief Financial Officer
Glen Blackmon (Principal Financial Officer and
Principal Accounting Officer)
II-5
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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EXHIBITS
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Registration Statement on Form S-8
Silicon Valley Bancshares
June 7, 1996
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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4.1 1989 Stock Option Plan, as amended*, together
with form of Stock Option Agreement
5.1 Opinion of Counsel
23.1 Consent of Independent Auditors
23.2 Consent of Independent Auditors
23.3 Consent of Counsel (contained in Exhibit 5.1)
24.1 Power of Attorney (see page 7)
- ----------
* 1989 Stock Option Plan is hereby incorporated by reference into this Form
S-8 from the Company's 1996 Proxy Statement previously filed with the SEC.
The form of Stock Option Agreement, however, is attached as an exhibit.
<PAGE>
EXHIBIT 4.1
THIS OPTION MAY BE EXERCISED ONLY IN ACCORDANCE WITH THE TERMS OF THE SILICON
VALLEY BANCSHARES 1989 STOCK OPTION PLAN (the "PLAN"). ONLY CERTAIN PROVISIONS
OF THE PLAN ARE SUMMARIZED IN THIS AGREEMENT. A COPY OF THE PLAN IS PROVIDED
WITH THIS AGREEMENT.
SILICON VALLEY BANCSHARES
INCENTIVE STOCK OPTION
GRANT AGREEMENT
---------------
THIS OPTION IS INTENDED TO BE AN "INCENTIVE STOCK OPTION." AN "INCENTIVE STOCK
OPTION" IS AN OPTION DESCRIBED IN SECTION 422(b) OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED.
<PAGE>
1. PURPOSE OF THE OPTION.
One of the purposes of the Plan is to advance the interests of the Company
by stimulating the efforts of key employees, consultants and directors of the
Company by granting stock options to them, thereby enabling them to participate
financially in the progress and success of the Company.
2. SIGNATURE ON OPTION AGREEMENT.
This option cannot be exercised unless you first sign this document in the
place provided and return it to the Secretary of the Company before the close of
business on the 30th day after execution of this stock option grant agreement by
the Company. If you fail to do so, this option will terminate and be of no
effect. However, your signing and delivering this letter will not bind you to
purchase any of the Shares subject to this option. Your obligation to purchase
the Shares can arise only when you exercise this option in the manner set forth
in Paragraph 3 below.
3. TERMS OF OPTION AND EXERCISE OF OPTION.
Subject to the provisions of Paragraphs 4 and 5 below and this Paragraph 3,
this option can be exercised by you at any time during a period of five (5)
years from the Date of Grant as follows:
(a) After the expiration of one (1) year from the Date of Grant, this
option may be exercised to the extent of not more than thirty-four (34) percent
of the Shares;
(b) After the expiration of two (2) years from the Date of Grant, this
option may be exercised to the extent of an additional thirty-three (33) percent
of the Shares.
(c) After the expiration of three (3) years from the Date of Grant, this
option may be exercised to the extent of an additional thirty-three (33) percent
of the Shares.
Any portion of the options that you do not exercise shall accumulate and
can be exercised by you any time prior to or upon the expiration of five (5)
years from the Date of Grant.
This option may be exercised by delivering to the Secretary of the Company
payment in full at the option price for the number of Shares being purchased in
cash or by certified check or official bank check or the equivalent thereof
acceptable to the Company, together with a written notice in a form satisfactory
to the Company, signed by you specifying the number of Shares you then desire to
purchase and the time of delivery thereof, which shall not be less than fifteen
(15) days and not more than thirty (30) days after the giving of such notice
unless an earlier or later date is mutually agreed upon. You may also exercise
an option by electing to deliver shares of the Company's Common Stock that you
have held for at least six (6) months. If you are subject to the short-swing
trading restrictions under Section 16 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), the timing of the election must satisfy any
requirements of Rule 16b-3, as promulgated under the Exchange Act. The Company
shall, without transfer or issue tax to you (or such other person entitled to
exercise the option), deliver to you (or such other person entitled to exercise
the option) at the principal office of the Company, or such other place as shall
be mutually acceptable, a certificate for such Shares dated the date the option
was validly exercised; provided, however, that the time of such delivery may be
2
<PAGE>
postponed by the Company for such period as may be required for it with
reasonable diligence to comply with any requirements of law. No fractional
Shares shall be issued or delivered.
4. TERMINATION OF OFFICE OR EMPLOYMENT.
If your status as an employee or officer of the Company is terminated for
any reason other than death or disability or cause, this option may be exercised
within three (3) months from the date of such termination to the extent you were
entitled to exercise the option on the date of termination, but in no event may
this option be exercised after the expiration of the term of your employment
with the Company for "cause," as that term is defined in the Plan, neither you
nor your estate shall be entitled to exercise this option with respect to any
Shares whatsoever, whether or not after termination of employment or officer
status you may receive payment from the Company for vacation pay, for services
rendered prior to termination, for services on the day on which termination
occurred, for salary in lieu of notice, or for other benefits.
5. DEATH OR DISABILITY.
If you die or become disabled while an officer or employee of the Company,
this option may be exercised in whole or in part by you or your qualified
representative (in the event of your mental disability) or by the duly
authorized executor of your will or by the duly authorized administrator or
special administrator of your estate (in the event of your death) within twelve
(12) months from the date of your death or disability to the extent that you had
the right to exercise this option on the date of your death or disability, but
in no event after the expiration of the term of this option.
Disability shall be determined under the provisions of the Internal Revenue
Code of 1986, as amended (the "Code"), as in effect at the date of such
disability.
6. NONTRANSFERABILITY OF OPTION.
This option shall not be transferable except by will or the laws of descent
and distribution, and this option may be exercised during your lifetime only by
you, or if you are disabled, by your qualified representative. Any purported
transfer or assignment of this option shall be void and of no effect, and shall
give the Company the right to terminate this option as of the date of such
purported transfer or assignment.
7. ADJUSTMENT OF AND CHANGES IN THE SHARES.
In the event of any change in the outstanding Common Stock of the Company,
without receipt by the Company of additional consideration in lieu of such
change (whether by reason of stock dividends, recapitalizations, mergers,
consolidations, split-ups, combinations or changes of shares and the like), the
aggregate number of class of Shares subject to this option immediately prior to
such event shall be appropriately adjusted by the Board of Directors in
accordance with the terms of the Plan so that your proportionate interest in the
Company by reason of your rights under the unexercised portions of such options
shall be maintained as before the occurrence of such event. Such adjustment by
the Board of Directors shall be conclusive.
3
<PAGE>
8. TERMINATION AND ACCELERATION OF OPTION.
In the event of a proposed dissolution or liquidation of the Company, this
option shall terminate immediately prior to the consummation of such proposed
action, unless otherwise provided by the Board. The Board may, in such
circumstances, declare that this option shall terminate as of a date fixed by
the Board and give you the right to exercise your option as to all or any part
of the Shares, including Shares as to which the option would not be otherwise
exercisable. In the event of a proposed sale of all or substantially all of the
assets of the Company, or the merger of the Company with or into another
corporation in a transaction in which the Company is not the surviving
corporation, this option shall be assumed or an equivalent option shall be
substituted by the surviving corporation (or a parent or subsidiary of the
surviving corporation) or corporation does not agree to assume this option or to
substitute an equivalent option, in which case this option shall become
exercisable, whether or not it would otherwise be exercisable. If this option
becomes fully exercisable in lieu of assumption or substitution in the event of
a merger or sale of assets, the Board shall notify you that this option shall be
fully exercisable for a period of fifteen days from the date of such notice, and
this option shall terminate upon the expiration of such period.
9. SUBJECT TO TERMS OF THE PLAN.
This Agreement shall be subject in all respects to the terms and conditions
of the Plan. Your signature herein represents your acknowledgment of receipt of
a copy of the Plan. Any dispute or disagreement which shall arise under, or as
a result of, or pursuant to, this Agreement shall be finally and conclusively
determined by the Board of Directors of the Company or duly appointed committee
in its sole discretion, and such determination shall be binding upon all
parties.
10. EXERCISE OF OPTION CONDITIONED ON APPROVAL.
Exercise of this option is conditioned upon approval of the Plan by the
shareholders of the Company, registration of the Shares with the Securities and
Exchange Commission and qualification of the offer and sale of the Shares to be
issued pursuant to the Plan by the Commissioner of Corporations of the State of
California, unless in the opinion of counsel to the Company such registration or
qualification is not necessary.
11. TAX EFFECTS.
This option is intended to be an incentive option described in Section
422A(b) of the Code, and taxation thereof (with respect to both the Company and
the optionee or his estate) shall be governed by applicable provisions of the
Code. In order for the Shares to receive the tax treatment afforded shares
acquired under incentive stock options, the Shares may not be disposed of within
two (2) years from the Granting Date or within one (1) year after the date of
the transfer of such Shares to you. In addition, to the extent that the
aggregate fair market value of the shares which are exercisable for the first
time during a calendar year under all incentive stock options held by you
exceeds $100,000, this option shall be treated as a nonstatutory stock option to
the extent of such excess.
4
<PAGE>
THE FEDERAL TAX CONSEQUENCES OF EMPLOYEE STOCK OPTIONS ARE COMPLEX AND SUBJECT
TO CHANGE. A TAXPAYER'S PARTICULAR SITUATION MAY BE SUCH THAT SOME VARIATION OF
THE GENERAL RULES IS APPLICABLE. ACCORDINGLY, AN OPTIONEE (OR HIS GUARDIAN,
ESTATE OR LEGATEE) SHOULD CONSULT WITH HIS OWN TAX ADVISOR BEFORE EXERCISING ANY
OPTION OR DISPOSING OF ANY SHARES ACQUIRED UPON THE EXERCISE OF AN OPTION.
12. RIGHTS AS A SHAREHOLDER.
You have no rights as a shareholder of the Company with respect to any
Shares until the stock certificate for such Shares is issued and delivered to
you.
13. NOTIFICATION OF SALE.
You agree that you, or any person acquiring Shares upon exercise of this
option, will notify the Company not more than five (5) days after any sale or
disposition of such Shares indicating the date of the sale or disposition, the
sale price per Share, total sales proceeds and the name of the acquirer.
5
<PAGE>
EXHIBIT 5.1
June 3, 1996
Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054
RE: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by you
with the Securities and Exchange Commission on June 7, 1996 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of 50,000 shares of your Common Stock reserved for issuance
under the 1989 Stock Option Plan (the "Plan"). As your legal counsel, we have
examined the proceedings taken and are familiar with the proceedings proposed to
be taken by you in connection with the sale and issuance of such Common Stock
under the Plan.
It is our opinion that the 50,000 shares of Common Stock will be, when issued
and sold under the Plan, legally and validly issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof and
any amendments thereto.
Very truly yours,
WILSON, SONSINI, GOODRICH & ROSATI
Professional Corporation
/s/ Wilson, Sonsini, Goodrich & Rosati
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Silicon Valley Bancshares of our report dated January 18, 1996,
relating to the consolidated balance sheets of Silicon Valley Bancshares and
subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in shareholders' equity, and cash flows for the
years then ended, which report appears in the December 31, 1995, annual report
on Form 10-K of Silicon Valley Bancshares.
Our report dated January 18, 1996, contains an explanatory paragraph of the
adoption of Statement of Financial Accounting Standards No. 115, Accounting for
--------------
Certain Investments in Debt and Equity Securities, in 1994.
- -------------------------------------------------
KPMG Peat Marwick LLP
/s/ KPMG Peat Marwick LLP
San Jose, California
June 3, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS'
We consent to the incorporation by reference in the Registration Statement of
Silicon Valley Bancshares on Form S-8 of our report dated January 26, 1994,
appearing in the Annual Report on Form 10-K of Silicon Valley Bancshares for the
year ended December 31, 1995.
DELOITTE & TOUCHE LLP
/s/ DELOITTE & TOUCHE LLP
San Jose, California
June 3, 1996
