<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1996
Registration No. 333-05511
===============================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
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.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<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 Amendment 1 to 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 18th day of
June, 1996.
SILICON VALLEY BANCSHARES
By: /s/ John C. Dean
-----------------
John C. Dean
President and Chief Executive Officer
II-4
