<PAGE>
As filed with the Securities and Exchange Commission on June 7, 1996
Registration No. 333-________
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
SILICON VALLEY BANCSHARES
(Exact name of Registrant as specified in its charter)
California 94-2856336
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3003 Tasman Drive
Santa Clara, California 95054
(408) 654-7400
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
JOHN C. DEAN
President and 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)
Copy to:
CATHERINE NGO, ESQ.
3003 Tasman Drive
Santa Clara, California 95054
(408) 654-7400
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest investment plans, please check the following
box. [_]
If the only securities being registered on this Form are being offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X}
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum
Amount to be Offering Price Per Aggregate Offering Amount of
Title of Securities to be Registered Registered Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ........................ 100,000 shares $24.44 $2,444,000 $842.76
====================================================================================================================
</TABLE>
(1) Estimates in accordance with Rule 457(c) solely for the purpose of computing
the amount of 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 15, 1996.
<PAGE>
$$nofolio
PROSPECTUS
- ----------
SILICON VALLEY BANCSHARES
100,000 Shares
Common Stock
This Prospectus relates to 100,000 shares of Common Stock (the "Shares") of
Silicon Valley Bancshares (the "Company"), which may be offered from time to
time by the Selling Shareholder (the "Selling Shareholder") for its own benefit.
It is anticipated that the Selling Shareholder will offer the Shares for sale at
prevailing prices on the Nasdaq National Market on the date of sale. The
Company will receive no part of the proceeds of sales made hereunder. All
expenses of registration incurred in connection with this offering are being
borne by the Company, but all selling and other expenses incurred by the Selling
Shareholder will be borne by the Selling Shareholder. None of the Shares have
been registered prior to the filing of the registration statement of which this
Prospectus is a part.
The Selling Shareholder and any broker executing selling orders on behalf
of the Selling Shareholder may be deemed to be an "underwriter" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"), in
which event commissions received by such broker may be deemed to be underwriting
commissions under the Securities Act.
The Common Stock of the Company is traded on the Nasdaq National Market
System under the symbol "SIVB". On May 31, 1996, the closing price of the
Company's Common Stock, as reported by Nasdaq's National Market System in The
Wall Street Journal, was $24.44.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 7, 1996
<PAGE>
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, IN CONNECTION
WITH THE OFFERING DESCRIBED HEREIN, AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR THE SELLING SHAREHOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO
SELL, OR A SOLICITATION OF AN OFFER TO BUY, NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH OFFER, SOLICITATION OR SALE. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE HEREOF.
AVAILABLE INFORMATION
The Company is subject to the informational reporting 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 Room of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549
and at the Commission's regional offices at Seven World Trade Center, 13th
Floor, New York, New York, 10048, and 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates.
The Company has filed with the Commission a registration statement (which
term shall include all amendments, exhibits and schedules thereto) on Form S-3
under the Securities Act, with respect to the Shares offered hereby (the
"Registration Statement"). This Prospectus does not contain all the information
set forth in the Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission, and to which
reference is hereby made. Statements made in this Prospectus as to the contents
of any document referred to are not necessarily complete. With respect to each
such document filed as an exhibit to the Registration Statement, reference is
made to the exhibit for a more complete description of the matter involved, and
each such statement shall be deemed qualified in its entirety by such reference.
The Registration Statement may be inspected at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549. Copies of such material can be obtained from the
Public Reference Section of the Commission at 450 Fifth Street, N.W. Washington,
D.C. 20549, at prescribed rates.
INFORMATION INCORPORATED BY REFERENCE
There are hereby incorporated by reference in this Prospectus the following
documents and information heretofore filed with the Commission:
a. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A dated April 23, 1987, including any
amendment or report filed for the purpose of updating such description.
b. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995.
2
<PAGE>
c. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1996.
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 the Registration Statement and
prior to the filing of a post-effective amendment indicating that all securities
offered have been sold or deregistering all securities then remaining unsold,
shall be deemed to be incorporated by reference in the Registration Statement
and to be part hereof from the date of filing such documents.
The Company hereby undertakes to provide without charge to each person to
whom a copy of this Prospectus is delivered, upon written or oral request of any
such person, a copy of any and all of the information that has been or may be
incorporated by reference in this Prospectus, other than exhibits to such
documents. Requests for such copies should be directed to the Company's General
Counsel at 3003 Tasman Drive, Santa Clara, California 95054. The Company's
telephone number at that location is (408) 654-7400.
THE COMPANY
Silicon Valley Bancshares was incorporated in California in 1982. Its
principal executive offices are located at 3003 Tasman Drive, Santa Clara,
California 95054 and its telephone number at that address is (408) 654-7400.
The Common Stock of the Company is traded on the Nasdaq National Market System
and is quoted under the symbol "SIVB." The Company is a bank holding company
whose principal subsidiary is Silicon Valley Bank (the "Bank"), a California-
chartered bank with headquarters in Santa Clara, California. The Bank maintains
regional banking offices in Northern and Southern California, and additionally
has loan offices in Oregon, Maryland, and Massachusetts. The Bank focuses on
specific niches within each of its selected markets, including a variety of high
technology, life science, and other emerging growth industries. Substantially
all assets, liabilities, and earnings of the Company relate to its investment in
the Bank.
SELLING SHAREHOLDER
The Selling Shareholder, Stern Stewart & Co., is an independent consulting
firm that was initially retained by the Company on June 15, 1995. The Selling
Shareholder's principal executive offices are located at 40 West 57th Street,
New York, NY 10019. As part of the consideration for the services to be
performed by the Selling Shareholder, the Company granted the Selling
Shareholder a non-statutory stock option (the "Option") to purchase 100,000
shares of Common Stock under its 1989 Stock Option Plan. If and when the Option
vests and is exercised by the Selling Shareholder, the Shares shall be available
for resale in accordance with the Registration Statement. Upon completion of
the offering, assuming all Shares being offered are sold, the Selling
Shareholder will not own any shares of the Common Stock of the Company. The
Shares are being registered to permit secondary trading of the Shares, and the
Selling Shareholder may offer Shares for resale from time to time. See "Plan of
Distribution."
The Registration Statement, of which this Prospectus forms a part, concerns
the resale of the Shares from time to time on the Nasdaq National Market or in
privately-negotiated transactions.
3
<PAGE>
PLAN OF DISTRIBUTION
The Company has been advised by the Selling Shareholder that it intends to
sell all or a portion of the Shares offered hereby from time to time in normal
brokerage transactions over the Nasdaq National Market at the prevailing market
price or in negotiated transactions at prices and on terms related to the then-
current market price. The Selling Shareholder may also make private sales
directly or through a broker or brokers, who may act as agent or as principal.
In connection with any sales, the Selling Shareholder and any brokers
participating in such sales may be deemed to be underwriters within the meaning
of the Securities Act.
Any broker-dealer participating in such transactions as agent may receive
commissions from the Selling Shareholder (and, if such broker acts as agent for
the purchaser of such shares, from such purchaser). Usual and customary
brokerage fees will be paid by the Selling Shareholder. Broker-dealers may
agree with the Selling Shareholder to sell a specified number of shares at a
stipulated price per share, and, to the extent such a broker-dealer is unable to
do so acting as agent for the Selling Shareholder, to purchase as principal any
unsold Shares at the price required to fulfill the broker-dealer commitment to
the Selling Shareholder. Broker-dealers who acquire Shares as principal may
thereafter resell such Shares from time to time in market transactions and in
connection with such resales may pay to or receive from the purchasers of such
Shares commissions computed as described above.
The Company has advised the Selling Shareholder that Rules 10b-2, 10b-6 and
10b-7 under the Exchange Act, may apply to sales in the market, has furnished
the Selling Shareholder with a copy of these Rules and has informed them of the
possible need for delivery of copies of this Prospectus. The Selling
Shareholder may indemnify any broker-dealer that participates in transactions
involving the sale of the Shares against certain liabilities, including
liabilities arising under the Securities Act. Any commissions paid or any
discounts or concessions allowed to any such broker-dealers, and, if any such
broker-dealers purchase Shares as principal, any profits received on the resale
of such Shares, may be deemed to be underwriting discounts and commissions under
the Securities Act.
Any securities covered by this Prospectus that qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under that Rule rather than
pursuant to this Prospectus.
There can be no assurance that (i) the Option will vest, (ii) the Selling
Shareholder will exercise such Option and (iii) the Selling Shareholder will
sell any or all of the Shares.
EXPERTS
The financial statements of the Company as of and for the years ended
December 31, 1995 and 1994 have been incorporated by reference herein in
reliance upon the report of KPMG Peat Marwick LLP, independent certified public
accountants, upon the authority of said firm as experts in accounting and
auditing.
The financial statements for the year ended December 31, 1993 incorporated
in this prospectus by reference from the Company's Annual Report on Form 10-K
for the year ended December 31, 1995, have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report, which is incorporated
herein by reference, and have been so incorporated in reliance upon the report
of such firm given upon their authority as experts in accounting and auditing.
4
<PAGE>
LEGAL MATTERS
Counsel for the Company, Wilson, Sonsini, Goodrich & Rosati, Professional
Corporation, 650 Page Mill Road, Palo Alto, California 94304, has rendered an
opinion to the effect that the Shares, if and when issued upon exercise of the
vested Option, will be legally and validly issued, fully paid and non-
assessable.
5
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.*
-------------------------------------------
Commission Registration fee $ 900
Blue sky fees and expenses 500**
Accountant's fees 500**
Legal fees 5,000
Miscellaneous 500
------
Total $7,400**
- ----------
* Represents expenses relating to the distribution by the Selling Shareholder
pursuant to the Prospectus prepared in accordance with the requirements of
Form S-3. These expenses will be borne by the Company on behalf of the
Selling Shareholder.
** Estimated amount.
Item 15. Indemnification of Directors and Officers.
-----------------------------------------
Section 204(a)(10) and (11) and Section 317 of the California Corporations
Code and the Articles of Incorporation 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.
California law does not permit the elimination of monetary liability where
such liability is based on: (a) intentional misconduct or knowing and culpable
violation of law; (b) acts or omissions that a director believes to be contrary
to the best interests of the corporation or its shareholders, or that involve
the absence of good faith on the part of the director; (c) receipt of an
improper personal benefit; (d) acts or omissions that show reckless disregard
for the director's duty to the corporation or its shareholders, where the
director in the ordinary course of performing a director's duties should be
aware of a risk of serious injury to the corporation or its shareholders; (e)
acts or omissions that constitute an unexcused pattern of inattention that
amounts to an abdication of the director's duty to the corporation and its
shareholders; (f) interested transactions between the corporation and a director
in which a director has a material financial interest; and (g) liability for
improper distributions, loans or guarantees.
II-1
<PAGE>
California law permits indemnification of expenses incurred in derivative
or third-party actions, except that with respect to derivative actions (a) no
indemnification may be made without court approval when a person is adjudged
liable to the corporation in the performance of that person's duty to the
corporation and its shareholders, unless a court determines such person is
entitled to indemnity for expenses, and then such indemnification may be made
only to the extent that such court shall determine, and (b) no indemnification
may be made without court approval in respect of amounts paid or expenses
incurred in settling or otherwise disposing of a threatened or pending action or
amounts incurred in defending a pending action which is settled or otherwise
disposed of without court approval.
Indemnification is permitted by California law only for acts taken in good
faith and believed to be in the best interests of the corporation and its
shareholders (or in the case of a criminal proceeding, if the accused had no
reasonable cause to believe the conduct was unlawful), as determined by a
majority vote of a disinterested quorum of the directors, independent legal
counsel (if a quorum of independent directors is not obtainable), a majority
vote of a quorum of the shareholders (excluding shares owned by the indemnified
party) or the court handling the action.
California corporations may include in their charter a provision which
extends the scope of indemnification through agreements, bylaws or other
corporate action beyond that specifically authorized by statute. The Company's
charter includes a provision authorizing the Company to indemnify the directors
and officers of the Company to the fullest extent permissible under California
law.
In addition, 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 16. Exhibits.
--------
Exhibit
Number
------
4.1 Option Agreement issued to Stern Stewart & Co.
5.1 Opinion of counsel as to legality of securities being registered.
II-2
<PAGE>
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 II-5).
Item 17. Undertakings.
------------
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.
(4) 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
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.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the Company
pursuant to the California Corporations Code, the Articles of Incorporation of
the Company, the Bylaws of the Company, Indemnification Agreements entered into
between the Company and its officers and directors, or otherwise, the registrant
has been advised that in the opinion of the 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 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 hereunder,
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 the final adjudication
of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act the Company certifies that it
has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 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 this 16th day of May, 1996.
SILICON VALLEY BANCSHARES
By: /s/ John C. Dean
-----------------
John C. Dean
President and Chief Executive Officer
II-4
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints John C. Dean and A. Catherine Ngo, or either of
them, his or her attorneys-in-fact, 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-3, 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 said attorneys-in-fact, or his
substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act this Registration Statement
has been signed below 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
----------
EXHIBITS
----------
Registration Statement on Form S-3
Silicon Valley Bancshares
June 7, 1996
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Option Agreement issued to Stern Stewart & Co.
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 II-5).
<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
NONSTATUTORY STOCK OPTION
GRANT AGREEMENT
---------------
OPTIONEE: Stern Stewart (the "Optionee")
DATE OF GRANT: April 18, 1996
NUMBER OF SHARES: 100,000 (the "Shares")
EXERCISE PRICE PER SHARE: $24.25 (the "Exercise Price")*
THIS OPTION IS INTENDED TO BE A "NONSTATUTORY STOCK OPTION." A "NONSTATUTORY
STOCK OPTION" IS AN OPTION NOT DESCRIBED IN SECTIONS 422(b), 422A(b), 423(b) OR
424(b) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
- ----------
* The Exercise Price may not be less than the fair market value per Share
on the Date of Grant.
<PAGE>
1. PURPOSE OF THE OPTION.
One of the purposes of the Plan is to advance the interests of Silicon
Valley Bancshares (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.
(a) Vesting.
-------
Subject to shareholder approval and to the provisions of Paragraphs 4 and 5
below and this Paragraph 3, this option can be exercised by you at any time (i)
after the successful completion of Phase Three of that certain project being
performed for the Company by the Optionee pursuant to that certain Agreement
dated June 15, 1995 between the Company and the Optionee (the "Consulting
Agreement") and (ii) prior to the expiration or cancellation of this option.
(b) Term of Option.
--------------
This option shall expire and no longer be exercisable upon the earlier to
occur of (i) five (5) years from the Date of Grant, (ii) cancellation of the
option pursuant to Paragraph 9 hereof, or (iii) the expiration of the period set
forth in Paragraph 4 hereof.
(c) Procedure for Exercise.
----------------------
This option may be exercised by delivering to the Secretary of the Company
payment in full in the amount of the Exercise Price multiplied by 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.
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 postponed by the Company for such period as may be required for
it with
-2-
<PAGE>
reasonable diligence to comply with any requirements of law. No fractional
Shares shall be issued or delivered.
4. TERMINATION OF CONSULTING RELATIONSHIP.
If your status as a consultant to the Company is terminated for any reason
upon 30 days prior written notice from the Company, this option may be exercised
within three (3) months from the date of such termination (but in no event after
the expiration of the term of this option set forth in Paragraph 3(b)) to the
extent you were entitled to exercise the option on the date of termination. The
Company may terminate your status as a consultant in the event that (i) you
cease to offer the EVA Institute pursuant to the Consulting Agreement and (ii)
you fail to perform in a timely manner the consulting services reasonably
requested of you by the Company pursuant to the Consulting Agreement.
Termination for the foregoing reasons shall not be deemed to be termination for
"cause," as that term is defined in the Plan.
5. RESTRICTIONS ON RESALE.
(a) Restriction.
-----------
Shares issued upon exercise of this option shall be subject to a
contractual restriction on the resale thereof for a period (the "Restricted
Period") of two (2) years from the Date of Grant or such shorter period as may
result from the operation of subparagraph (b) hereof. During the Restricted
Period, Shares acquired upon exercise of this option may not be sold, offered
for sale, transferred, pledged or hypothecated in any manner whatsoever. The
Company shall direct its transfer agent to place a restrictive legend on such
shares reflecting the resale restriction.
(b) Acceleration of Restricted Period
---------------------------------
Upon the occurrence of any of the following events (an "Accelerating
Event"), the Restricted Period shall terminate and the contractual restriction
on resale of this Paragraph 5 shall cease to be in effect:
(i) A Change in Control (as defined in the Plan).
(ii) Termination of the employment of John C. Dean with the
Company.
6. WITHHOLDING.
The Company may condition the issuance of Shares upon exercise of this
option upon your payment of income taxes, if any, required to be withheld under
federal, state or local tax laws or regulations in connection with such
exercise. This payment may be made by any method of payment acceptable to the
Company, including the withholding of Shares from the total number of Shares
issuable upon exercise or the delivery of shares of Company Common Stock that
you have held for at least six (6) months.
-3-
<PAGE>
7. NONTRANSFERABILITY OF OPTION.
This option shall not be transferable and may be exercised only by you.
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.
8. 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 (whether by reason of
stock dividends, recapitalizations, mergers, consolidations, split-ups,
combinations or exchanges of shares and the like), the aggregate number or 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 any 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.
9. ACCELERATION AND TERMINATION OF OPTION.
(a) Liquidation or Dissolution.
--------------------------
In the event of a proposed dissolution or liquidation of the Company, the
vesting of this option shall accelerate such that all Shares subject hereto
shall be exercisable as of immediately prior to the consummation of such
proposed action. This option shall terminate upon the consummation of such
proposed action, unless otherwise provided by the Board.
(b) Change in Control. In the event of a "change in control" (as defined
-----------------
in Section 11 of the Plan), this option shall become exercisable in full,
whether or not it would otherwise be exercisable. If this option becomes fully
exercisable pursuant to this provision, the Board shall notify you that this
option shall be fully exercisable for a period of fifteen (15) days from the
date of such notice, and this option shall terminate upon the expiration of such
period.
10. 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 that 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 its duly appointed
committee in its sole discretion, and such determination shall be binding upon
all parties.
-4-
<PAGE>
11. EXERCISE OF OPTION CONDITIONED ON APPROVAL.
Exercise of this option is conditioned upon approval of the increase in
shares reserved under the Plan by the shareholders of the Company at the 1996
Annual Meeting of Shareholders, registration of the Shares with the Securities
and Exchange Commission and qualification or exemption 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.
12. TAX EFFECTS.
This option is intended to be a nonstatutory (or nonqualified) option, and
taxation thereof (with respect to both the Company and the optionee) shall be
governed by applicable provisions of the Code.
THE FEDERAL TAX CONSEQUENCES OF CONSULTANT 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 SHOULD CONSULT WITH
ITS OWN TAX ADVISOR BEFORE EXERCISING ANY OPTION OR DISPOSING OF ANY SHARES
ACQUIRED UPON THE EXERCISE OF AN OPTION.
13. 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.
14. PUT BACK TO THE COMPANY.
Upon the occurrence of an Accelerating Event, the Optionee may upon ten
(10) days notice to the Company surrender this option to the Company for
cancellation in exchange for $500,000.00, payable in cash, by certified check or
by wire transfer; provided, however, that if this option shall have been
previously exercised in part, the Optionee, upon surrender of this option to the
Company, shall receive in exchange therefor $500,000 multiplied by a fraction,
the numerator of which shall be the number of remaining shares in the option and
the denominator of which shall be 100,000.
Company: Optionee:
Silicon Valley Bancshares Stern Stewart & Co.
By: By:
----------------------------- ------------------------------
Name: Name:
--------------------------- ----------------------------
Title: Title:
-------------------------- ---------------------------
Date: Date:
--------------------------- ----------------------------
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<PAGE>
EXHIBIT 5.1
June 3, 1996
Silicon Valley Bancshares
2232 North First Street
San Jose, California 95131
RE: REGISTRATION STATEMENT ON FORM S-3
----------------------------------
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3 to be filed by you
with the Securities and Exchange Commission on or about June 7, 1996 (the
"Registration Statement"), in connection with the registration for resale under
the Securities Act of 1933, as amended, of 100,000 shares (the "Shares") of your
Common Stock issuable to the entity listed in the Registration Statement and
referred to therein as the Selling Shareholder upon the vesting and exercise of
an outstanding nonstatutory stock option (the "Option") issued 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 issuance and resale of the Shares.
It is our opinion that, when issued in accordance with the terms of the
Option and the Plan, the Shares will be 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 incorporation by reference in the registration statement on Form
S-3 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. We also consent to the reference to our firm
under the heading "Experts" in the registration statement.
Our report dated January 18, 1996, contains an explanatory paragraph for 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-3 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 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
/s/ DELOITTE & TOUCHE LLP
San Jose, California
June 3, 1996
