<PAGE>
As filed with the Securities and Exchange Registration No. 333-
Commission on December 14, 1998
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
Silicon Valley Bancshares
---------------------------------------------------------------
(Exact name of registrant as specified in its charter)
California 94-2856336
(State of Incorporation) (I.R.S. Employer Identification No.)
3003 Tasman Drive, Santa Clara, California 95054
----------------------------------------------------------
(Address of principal executive offices) (Zip Code)
1988 Employee Stock Purchase Plan
---------------------------------------
(Full title of the plan)
JOHN C. DEAN
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)
-----------------
Copies to:
A. Catherine Ngo, Esq.
Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054
(408) 654-7400
and
Stephen W. Fackler, Esq.
Cooley Godward LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
-----------------
Approximate date of commencement of proposed sale to the public: As soon as
possible after this Registration Statement becomes effective.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED SHARE (2) PRICE (1) REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock 107,659 shares $25.4375 $2,738,575.81 $761.32
no par value
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The price is based upon the average of the
high and low prices for the Common Stock as reported on the NASDAQ National
Market System on December 10, 1998.
<PAGE>
PART III
INCORPORATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENTS ON
FORM S-8 NO. 33-26364. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The contents of Registration Statement on Form S-8 No. 33-26364 filed with
the Securities and Exchange Commission on December 30, 1988, is incorporated by
reference herein.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
</TABLE>
2
<PAGE>
SIGNATURES
THE REGISTRANT. 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 December
11, 1998.
SILICON VALLEY BANCSHARES
By: /s/ John C. Dean
--------------------------
John C. Dean
President and Chief Executive Officer
(Principal executive officer)
POWER OF ATTORNEY
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, with full power of substitution and resubstitution, 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
said attorneys-in-fact and agents, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done
in connection therewith, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or
substitute, 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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John C. Dean President, Chief December 11, 1998
----------------------------- Executive Officer and
John C. Dean Director (Principal
Executive Officer)
/s/ Christopher T. Lutes Executive Vice President December 11, 1998
----------------------------- and Chief Financial
Christopher T. Lutes Officer (Principal
Financial and Accounting
Officer)
/s/ Daniel J. Kelleher Chairman of the Board December 11, 1998
-----------------------------
Daniel J. Kelleher
/s/ Gary K. Barr Director December 11, 1998
-----------------------------
Gary K. Barr
/s/ James F. Burns Director December 11, 1998
-----------------------------
James F. Burns
/s/ Clarence J. Ferrari Director December 11, 1998
-----------------------------
Clarence J. Ferrari
/s/ David M. deWilde Director December 11, 1998
-----------------------------
David M. deWilde
/s/ James R. Porter Director December 11, 1998
-----------------------------
James R. Porter
/s/ Ann R. Wells Director December 11, 1998
-----------------------------
Ann R. Wells
/s/ Stephen E. Jackson Director December 11, 1998
-----------------------------
Stephen E. Jackson
</TABLE>
3
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of KPMG Peat Marwick LLP, Independent Auditors
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5 to this
Registration Statement
24 Power of Attorney is contained on the signature pages.
</TABLE>
<PAGE>
EXHIBIT 5
December 11, 1998
Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, CA 95054
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Silicon Valley Bancshares (the "Company") of a Registration
Statement on Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission covering the offering of up to 107,659 shares of the
Company's Common Stock, no par value, (the "Shares") pursuant to its 1988
Employee Stock Purchase Plan (the "Plan").
In connection with this opinion, we have examined the Registration Statement,
the Plan and related Prospectus, your Certificate of Incorporation and By-laws,
as amended, and such other documents, records, certificates, memoranda and other
instruments as we deem necessary as a basis for this opinion. We have assumed
the genuineness and authenticity of all documents submitted to us as originals,
the conformity to originals of all documents submitted to us as copies thereof,
and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related Prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
COOLEY GODWARD LLP
By: /s/ Stephen W. Fackler
-----------------------------
Stephen W. Fackler
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Silicon Valley Bancshares:
We consent to the use of our report on the consolidated financial statements of
Silicon Valley Bancshares and subsidiaries as of December 31, 1997, and for each
of the years in the three-year period ended December 31, 1997, incorporated
herein by reference.
/s/ KPMG Peat Marwick LLP
Mountain View, California
December 8, 1998
