<PAGE>
As filed with the Securities and Exchange Commission on August __, 1999
Registration No. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
Silicon Valley Bancshares
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(Exact name of registrant as specified in its charter)
Delaware 91-1962278
(State of Incorporation) (I.R.S. Employer Identification No.)
3003 Tasman Drive, Santa Clara, California 95054
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
1999 Employee Stock Purchase Plan
-----------------------------------
(Full title of the plan)
JOHN C. DEAN
Chief Executive Officer
SILICON VALLEY BANCSHARES
3003 Tasman Drive, Santa Clara, CA 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.
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO OFFERING PRICE PER AGGREGATE OFFERING PRICE
BE REGISTERED AMOUNT TO BE SHARE (2) (1) AMOUNT OF REGISTRATION
REGISTERED FEE
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par value 1,000,000 shares $27.3125 $27,312,500.00 $7,592.88
$.001
- --------------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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(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 October 21, 1999.
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2
<PAGE>
PART III
INCORPORATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION BY REFERENCE OF CONTENTS OF CERTAIN DOCUMENTS
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference into this
Registration Statement:
1. Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998;
2. Registrant's Current Report on Form 8-K dated April 26, 1999;
3. Registrant's Current Report on Form 11-K dated June 29, 1999;
4. Registrant's Proxy Statement for the 1999 Annual Meeting of
Stockholders, dated March 19, 1999;
5. The description of the Registrant's Common Stock contained in
its Registration Statement on Form 8-A dated April 23, 1987,
filed pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), including any amendment
or report filed for the purpose of updating such description.
6. All documents filed by the Registrant 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 the deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference in this registration statement and to part hereof
from the date of filing such documents.
ITEM 4. DESRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED AND EXPERT COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICAITON OF DIRECTORS AND OFFICERS.
The Bylaws of the Registrant provide for the indemnification of the
Registrant's officers and directors against certain liabilities and expenses
relating to lawsuits and other proceedings in which they may become involved.
Section 145 of the Delaware General Corporations Law also provides for
indemnification of a corporation's directors and officers under certain
circumstances. Section 145 of the Delaware General Corporations Law and the
Bylaws of the Registrant 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 of
1933, as amended (the "Securities Act") or the Exchange Act.
The Registrant 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.
3
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- -------
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit 5.1.
24.1 Power of Attorney. Reference is made to page 3 of this Registration
Statement.
99.1 1999 Employee Stock Purchase Plan. (1)
99.2 Employee Stock Purchase Plan Offering Document.
</TABLE>
(1) Filed as exhibits with the Registrant's Proxy Statement for the 1999
Annual Stockholders Meeting on April 15, 1999, and incorporated herein
by reference.
ITEM 9. UNDERTAKINGS.
(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 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.
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
4
<PAGE>
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Santa Clara, State of California,
on October 21, 1999.
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 Executive Officer and 10/21/99
- ----------------
John C. Dean Director (Principal Executive Officer)
/s/ Christopher T. Lutes Executive Vice President and Chief 10/21/99
- ------------------------
Christopher T. Lutes Financial Officer (Principal Financial
and Accounting Officer)
/s/ Daniel J. Kelleher Chairman of the Board 10/21/99
- ----------------------
Daniel J. Kelleher
/s/ Gary K. Barr Director 10/21/99
- ----------------
Gary K. Barr
/s/ James F. Burns, Jr. Director 10/21/99
- -----------------------
James F. Burns, Jr.
/s/ James R. Porter Director 10/21/99
- -------------------
James R. Porter
5
<PAGE>
/s/ Ann R. Wells Director 10/21/99
- ----------------
Ann R. Wells
/s/ Stephen E. Jackson Director 10/21/99
- ----------------------
Stephen E. Jackson
</TABLE>
6
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
<S> <C>
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward LLP. Reference is made to Exhibit
5.1.
24.1 Power of Attorney. Reference is made to page 3 of this
Registration Statement.
99.1 1999 Employee Stock Purchase Plan. (1)
99.2 1999 Employee Stock Purchase Plan Offering Document.
</TABLE>
(1) Filed as exhibits with the Registrant's Proxy Statement for
the 1999 Annual Stockholders Meeting on April 15, 1999, and
incorporated herein by reference.
7
<PAGE>
EXHIBIT 5
October 22, 1999
Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 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 1,000,000 shares of the
Company's Common Stock, par value $.001, (the "Shares") pursuant to its 1999
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
8
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Silicon Valley Bancshares:
We consent to incorporation by reference in the registration statement on
Form S-8 of Silicon Valley Bancshares of our report dated January 21, 1999,
relating to the consolidated balance sheets of Silicon Valley Bancshares and
subsidiaries as of December 31, 1998 and 1997, and the related consolidated
statements of income, comprehensive income, changes in shareholders' equity,
and cash flows for each of the years in the three-year period ended December
31, 1998, which report appears in the December 31, 1998, annual report on
Form 10-K of Silicon Valley Bancshares.
/s/ KPMG LLP
San Francisco, California
October 19, 1999
<PAGE>
EXHIBIT 99.2
SILICON VALLEY BANCSHARES
1999 EMPLOYEE STOCK PURCHASE PLAN OFFERING
ADOPTED BY THE BOARD OF DIRECTORS ON JANUARY 21, 1999
1. GRANT; OFFERING DATE.
(a) The Board of Directors (the "Board") of Silicon Valley Bancshares
(the "Company"), pursuant to the Company's Employee Stock Purchase Plan (the
"Plan"), hereby authorizes the grant of rights to purchase shares of the common
stock of the Company ("Common Stock") to all Eligible Employees (an "Offering").
The first Offering shall begin on July 1, 1999 and end on December 31, 1999 (the
"Initial Offering"). Thereafter, an Offering shall begin on each January 1 and
July 1 and each Offering shall be six (6) months in duration. The first day of
an Offering is that Offering's "Offering Date."
(b) Notwithstanding the foregoing: (i) if any Offering Date falls on a
day that is not a Trading Day (as defined herein), then such Offering Date shall
instead fall on the next subsequent Trading Day and (ii) if any Purchase Date
falls on a day that is not a Trading Day, then such Purchase Date shall instead
fall on the immediately preceding Trading Day. "Trading Day" shall mean any day
the exchange(s) or market(s) on which the Common Stock is listed, whether it be
any established stock exchange, The Nasdaq National Market, The Nasdaq SmallCap
Market or otherwise, is open for trading.
(c) Notwithstanding anything to the contrary, in the event that the
fair market value of a share of Common Stock on any Purchase Date during an
Offering is less than the fair market value of a share of Common Stock on the
Offering Date of such Offering, then following the purchase of Common Stock on
such Purchase Date: (i) the Offering shall terminate and (ii) all participants
in the just-terminated Offering shall automatically be enrolled in the Offering
that shall commence on the day following the Purchase Date.
(d) Prior to the commencement of any Offering, the Board (or the
Committee described in subparagraph 2(c) of the Plan, if any) may change any or
all terms of such Offering and any subsequent Offerings. The granting of rights
pursuant to each Offering hereunder shall occur on each respective Offering Date
unless, prior to such date (a) the Board (or the Committee) determines that such
Offering shall not occur, or (b) no shares remain available for issuance under
the Plan in connection with the Offering.
2. ELIGIBLE EMPLOYEES.
All employees of the Company and each of its Affiliates (as defined
in the Plan) incorporated in the United States, shall be granted rights to
purchase Common Stock under each Offering on the Offering Date of such
Offering, provided that each such employee otherwise meets the employment
requirements of subparagraph 5(a) of the Plan and is employed by the Company
or an Affiliate on the Offering Date (an "Eligible Employee") and that each
Eligible
9
<PAGE>
Employee may only contribute to one Offering at any given point in time.
Notwithstanding the foregoing, the following employees shall NOT be Eligible
Employees or be granted rights under an Offering: (i) part-time or seasonal
employees whose customary employment is less than twenty (20) hours per week
or five (5) months per calendar year and (ii) 5% stockholders (including
ownership through unexercised and/or unvested stock options) described in
subparagraph 5(c) of the Plan.
3. RIGHTS.
(a) Subject to the limitations contained herein and in the Plan, on
each Offering Date each Eligible Employee shall be granted the right to
purchase the number of shares of Common Stock purchasable with up to ten
percent (10%) of such employee's Earnings paid during the period of such
Offering beginning after such Eligible Employee first commences
participation; provided, however, that no employee may purchase Common Stock
on a particular Purchase Date that would result in more than ten percent
(10%) of such employee's Earnings in the period from the Offering Date to
such Purchase Date having been applied to purchase shares under all ongoing
Offerings under the Plan and all other plans of the Company intended to
qualify as "employee stock purchase plans" under Section 423 of the Internal
Revenue Code of 1986, as amended (the "Code"). For this Offering, "Earnings"
means the base salary paid to an employee (including all amounts elected to
be deferred by the employee, that would otherwise have been paid, under any
cash or deferred arrangement established by the Company or under Section 125
of the Code) overtime pay, commissions and bonuses, but excluding and other
remuneration paid directly to the employee, profit sharing, the cost of
employee benefits paid for by the Company, education or tuition
reimbursements, imputed income arising under any Company group insurance or
benefit program, traveling expenses, business and moving expense
reimbursements, income received in connection with stock options,
contributions made by the Company under any employee benefit plan, and
similar items of compensation.
(b) Notwithstanding the foregoing, the maximum number of shares of
Common Stock an Eligible Employee may purchase on any Purchase Date in an
Offering shall be such number of shares as has a fair market value
(determined as of the Offering Date for such Offering) equal to (x) $25,000
multiplied by the number of calendar years in which the right under such
Offering has been outstanding at any time, minus (y) the fair market value of
any other shares of Common Stock (determined as of the relevant Offering Date
with respect to such shares) which, for purposes of the limitation of Section
423(b)(8) of the Code, are attributed to any of such calendar years in which
the right is outstanding. The amount in clause (y) of the previous sentence
shall be determined in accordance with regulations applicable under Section
423(b)(8) of the Code based on (i) the number of shares previously purchased
with respect to such calendar years pursuant to such Offering or any other
Offering under the Plan, or pursuant to any other Company plans intended to
qualify as "employee stock purchase plans" under Section 423 of the Code, and
(ii) the number of shares subject to other rights outstanding on the Offering
Date for such Offering pursuant to the Plan or any other such Company plan.
(c) The maximum aggregate number of shares available to be purchased
by all Eligible Employees under an Offering shall be the number of shares
remaining available under the Plan on the Offering Date. If the aggregate
purchase of shares of Common Stock upon exercise of rights granted under the
Offering would exceed the maximum aggregate number of
10
<PAGE>
shares available, the Board shall make a pro rata allocation of the shares
available in a uniform and equitable manner.
4. PURCHASE PRICE.
The purchase price of the Common Stock under the Offering shall be
the lesser of: (i) eighty-five percent (85%) of the fair market value of the
Common Stock on the Offering Date or (ii) or eighty-five percent (85%) of the
fair market value of the Common Stock on the Purchase Date, in each case
rounded up to the nearest whole cent per share. For the Initial Offering, the
fair market value of the Common Stock at the time when the Offering commences
shall be the price per share at which shares of Common Stock are first sold
to the public in the Company's initial public offering as specified in the
final prospectus with respect to that public offering.
5. PARTICIPATION.
(a) An Eligible Employee may elect to participate in an Offering at
the beginning of an Offering. An Eligible Employee shall become a participant
in an Offering by delivering an enrollment form authorizing payroll
deductions. Such deductions must be either a fixed dollar amount per pay
period, up to a maximum dollar amount which is less than or equal to ten
percent (10%) of Earnings, or in whole percentages of Earnings, with a
minimum percentage of one percent (1%) and a maximum percentage of ten
percent (10%). A participant may not make additional payments into his or her
account. The agreement shall be made on such enrollment form as the Company
provides, and must be delivered to the Company prior to the date
participation is to be effective, unless a later time for filing the
enrollment form is set by the Company for all Eligible Employees with respect
to a given Offering. For the Initial Offering, the time for filing an
enrollment form and commencing participation for individuals who are Eligible
Employees on the Offering Date for the Initial Offering shall be determined
by the Company and communicated to such Eligible Employees.
(b) A participant may withdraw from an Offering and receive his or
her accumulated payroll deductions from the Offering (reduced to the extent,
if any, such deductions have been used to acquire Common Stock for the
participant on any prior Purchase Dates) without interest, at any time prior
to the end of the Offering, excluding only each fifteen (15) day period
immediately preceding a Purchase Date, by delivering a withdrawal notice to
the Company in such form as the Company provides. A participant who has
withdrawn from an Offering shall not again participate in such Offering, but
may participate in subsequent Offerings under the Plan in accordance with the
terms thereof.
6. PURCHASES.
Subject to the limitations contained herein, on each Purchase Date,
each participant's accumulated payroll deductions (without any increase for
interest) shall be applied to the purchase of whole shares of Common Stock,
up to the maximum number of shares permitted under the Plan and the Offering.
"Purchase Date" shall be defined as each June 30 and December 31. The first
Purchase Date under the Initial Offering shall be December 31, 1999.
Notwithstanding the foregoing, if any Purchase Date falls on a day that is
not a Trading Day, then such Purchase Date shall instead fall on the
immediately preceding Trading Day.
11
<PAGE>
7. NOTICES AND AGREEMENTS.
Any notices or agreements provided for in an Offering or the Plan
shall be given in writing, in a form provided by the Company, and unless
specifically provided for in the Plan or this Offering, shall be deemed
effectively given upon receipt or, in the case of notices and agreements
delivered by the Company, five (5) days after deposit in the United States
mail, postage prepaid.
8. EXERCISE CONTINGENT ON STOCKHOLDER APPROVAL.
The rights granted under an Offering are subject to the approval of
the Plan by the stockholders as required for the Plan to obtain treatment as
a tax-qualified employee stock purchase plan under Section 423 of the Code
and to comply with the requirements of an available exemption from potential
liability under Section 16(b) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act") set forth in Rule 16b-3 promulgated under the
Exchange Act.
9. OFFERING SUBJECT TO PLAN.
Each Offering is subject to all the provisions of the Plan, and its
provisions are hereby made a part of the Offering, and is further subject to
all interpretations, amendments, rules and regulations which may from time to
time be promulgated and adopted pursuant to the Plan. In the event of any
conflict between the provisions of an Offering and those of the Plan
(including interpretations, amendments, rules and regulations which may from
time to time be promulgated and adopted pursuant to the Plan), the provisions
of the Plan shall control.
12
