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As filed with the Securities and Exchange Commission on December 13, 1999
REGISTRATION NO.: 333-
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SECURITIES AND EXCHANGE COMMISSION
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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)
DELAWARE 91-1962278
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
JOHN C. DEAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
SILICON VALLEY BANCSHARES
3003 TASMAN DRIVE 3003 TASMAN DRIVE
SANTA CLARA, CALIFORNIA 95054 SANTA CLARA, CALIFORNIA 95054
TELEPHONE: (408) 654-7400 TELEPHONE: (408) 654-7400
(Address including zip code, and (Name, address, including zip code, and
telephone number, including area telephone number, including area code,
code, of registrant's principal of agent for service)
executive office)
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COPIES TO:
TODD H. BAKER, ESQ. RICHARD A. BOEHMER, ESQ.
GIBSON, DUNN & CRUTCHER LLP O'MELVENY & MYERS LLP
ONE MONTGOMERY STREET, 26TH FLOOR 400 SOUTH HOPE STREET, SUITE 1060
SAN FRANCISCO, CA 94104 LOS ANGELES, CA 90071
TELEPHONE: (415) 393-8200 TELEPHONE: (213) 430-6643
FACSIMILE: (415) 986-5309 FACSIMILE: (213) 430-6407
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Approximate date of commencement of proposed sale to public: AS SOON AS
PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
/ /
If any of the securities being registered on this Form are to be 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. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. /X/ 333-91159
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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. / /
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Aggregate Offering Registration Fee
Unit(2) Price(2)
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value (1)..... 172,500 shares $41.375 $7,137,187.50 $1,885
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(1) This registration statement also pertains to preferred share purchase
rights to purchase shares of the registrant's common stock. One
right is attached to and trades with each share of common stock of
the registrant. Until the occurrence of certain events, the rights
are not exercisable and will not be evidenced or transferred apart
from the common stock.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) under the Securities Act of 1933, as amended,
based on the average of the high and low prices per share reported on
the Nasdaq National Market on December 10, 1999.
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This registration statement is being filed pursuant to rule 462(b)
under the Securities Act of 1933, as amended, and includes the registration
statement facing page, this page, the signature pages, an exhibit index, and
exhibit 5 opinion, an accountant's consent and the other documents listed on
the exhibit index. Pursuant to Rule 462(b), the contents of the registration
statement on Form S-3 (File No. 333-91159) of Silicon Valley Bancshares,
including the exhibits thereto, are incorporated by reference into this
registration statement.
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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-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 December 13, 1999.
Silicon Valley Bancshares
By*______________________________
John C. Dean
CHIEF EXECUTIVE OFFICER
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>
Name Title Date
<S> <C> <C>
*
- ------------------------------ Chairman of the Board December 13, 1999
Daniel J. Kelleher
*
- ------------------------------ President, Chief Executive Officer and Director December 13, 1999
John C. Dean (Principal Executive Officer)
*
- ------------------------------ Executive Vice President, Chief Financial Officer December 13, 1999
Christopher T. Lutes (Principal Financial Officer)
*
- ------------------------------ Senior Vice President, Controller December 13, 1999
Donal Delaney (Principal Accounting Officer)
*
- ------------------------------ Director December 13, 1999
Gary K. Barr
*
- ------------------------------ Director December 13, 1999
James F. Burns, Jr.
*
- ------------------------------ Director December 13, 1999
David M. deWilde
</TABLE>
II-1
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<TABLE>
<S> <C> <C>
*
- ------------------------------ Director December 13, 1999
Stephen E. Jackson
*
- ------------------------------ Director December 13, 1999
James R. Porter
*
- ------------------------------ Director December 13, 1999
Ann R. Wells
/s/ A. Catherine Ngo
- ------------------------------ Attorney-in-fact December 13, 1999
A.Catherine Ngo
</TABLE>
*A. Catherine Ngo, by signing her name hereto, does sign this
document on behalf of the persons noted above, pursuant to a power of
attorney duly executed by such persons and previously filed.
II-2
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
<S> <C>
5.1 Opinion and Consent of Gibson, Dunn & Crutcher LLP.
23.1 Consent of KPMG LLP.
23.2 Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit 5.1 above).
24.1 Power of Attorney (Filed as Exhibit 24.1 to the Registration Statement on Form S-3
of the Company (File No. 333-91159) and incorporated herein by reference.
</TABLE>
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EXHIBIT 5.1
December 13, 1999
(212) 351-4000 C 89349-00003
Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, CA 95054
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have examined the Registration Statement on Form-S-3 (the
"Registration Statement") of Silicon Valley Bancshares, a Delaware
corporation (the "Company"), filed with the Securities and Exchange
Commission pursuant to Rule 462(b) of the Securities Act of 1933, as amended
(the "Act"), and relating to the Company's earlier Registration Statement on
Form S-3 (No. 333-91159), in connection with the public offering by the
Company of up to 172,500 additional shares of Common Stock (the "Shares") to
a group of underwriters (the "Underwriters"), including Dain Rauscher
Incorporated, Keefe, Bruyette & Woods, Inc. and Hoefer & Arnett Incorporated,
for offering to the public.
For the purpose of the opinion set forth below, we have examined and
are familiar with the proceedings taken and proposed to be taken by the
Company in connection with the authorization and issuance of the Shares,
including, among other things, such corporate records of the Company and
certificates of officers of the Company and of public officials and such
other documents as we have deemed relevant and necessary as the basis for the
opinion set forth below. In such examination, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to
us as originals, the conformity to the originals of all documents submitted
to us as certified or photostatic copies and the authenticity of the
originals of such copies.
On the basis of such investigation as we have deemed necessary, we
are of the opinion that (i) the Shares have been duly authorized and (ii)
when issued and sold pursuant to the Registration Statement and in accordance
with the terms of the underwriting agreement between the Company and the
Underwriters, substantially in the form filed as an exhibit to the
Registration Statement, the Shares will be validly issued, fully paid and
nonassessable.
The Company is a Delaware corporation. We are not admitted to
practice in Delaware. However, we are familiar with the Delaware General
Corporation Law and have made such review thereof as we consider necessary
for the purpose of this opinion. Therefore, this opinion is limited to the
current laws of the State of Delaware and the State of California, and to the
current federal laws of the United States of America.
We consent to the filing of this opinion as an exhibit to the
Registration Statement, and we further consent to the use of our name under
the caption "Validity of Securities" in the Registration Statement and the
prospectus which forms a part thereof. In giving these consents, we do not
thereby admit that we are within the category of persons whose consent is
required under Section 7 of the Securities Act or the Rules and Regulations
of the Commission.
Very truly yours,
GIBSON, DUNN & CRUTCHER LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Silicon Valley Bancshares:
We consent to the incorporation by reference in the registration statement on
Form S-3 herein 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, and to the
reference to our firm under the heading "Experts" in the prospectus.
/s/ KPMG LLP
Mountain View, California
December 13, 1999
