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As filed with the Securities and Exchange Commission on April 28, 1999
Registration No. 33-28185
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
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
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(Address of principal executive offices) (Zip Code)
1997 Equity Incentive Plan
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(Full title of the plan)
JOHN C. DEAN
Chief Executive Officer
SILICON VALLEY BANCSHARES
3003 Tasman Drive, Santa Clara, California 95054
(408) 654-7400
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(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
Pursuant to Rule 414 promulgated under the Securities Act of 1933, as
amended (the "Securities Act"), this registration statement is hereby expressly
adopted by the registrant as the successor to Silicon Valley Bancshares, a
California corporation, as its own registration statement for all purposes under
the Securities Act and under the Securities Exchange Act of 1934, as amended.
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CALCULATION OF REGISTRATION FEE
No additional registration fee is due because no additional shares are
being registered.
PART II
INCORPORATION REQUIRED IN THE REGISTRATION STATEMENTS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Silicon Valley Bancshares, a Delaware corporation (the "Company"),
hereby incorporates by reference in this registration statement the following
documents:
(a) The Company's (or its predecessor's) latest annual report on Form
10-K, filed pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), containing audited financial
statements for the Company's fiscal year ended December 31, 1998.
(b) All other reports filed pursuant to Sections 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c) The description of the Company's Common Stock contained in the
registration statement on Form 8-A filed on April 23, 1987 pursuant to Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
(d) The contents of Registration Statement on Form S-8 No. 33-28185
filed with the Securities and Exchange Commission on May 30, 1997 is
incorporated by reference herein.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference in this registration
statement and to be a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
The class of securities to be offered is registered under Section 12 of
the Exchange Act.
On April 23, 1999, Silicon Valley Bancshares, a California corporation
("Silicon California" or "Predecessor"), undertook a reorganization and
reincorporation for the purpose of changing its state of domicile from
California to Delaware. The reincorporation was accomplished by merging Silicon
California into the Company, which was a wholly-owned subsidiary of Silicon
California. Pursuant to the reincorporation merger, each share of Common Stock
of Silicon California was converted into one share of Common Stock of the
Company. Furthermore, the Company assumed all of the obligations of Silicon
California under the Plan and Agreement of Merger dated as of April 21, 1999
(the "Plan"). The outstanding options assumed under the Plan are exercisable for
shares of the Company's Common Stock. The description of the rights and
privileges of Common Stock of the Company is contained in the registration
statement on Form 8-A filed on April 23, 1987. Shares of the Company's Common
Stock also represent certain rights issued pursuant to the Preferred Rights
Agreement dated as of October 22, 1998 between Silicon California and Norwest
Bank, Minnesota, N.A.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 102(b) of the Delaware General Corporation Law authorizes a
corporation to provide in its Certificate of Incorporation that a director of
the corporation shall not be personally liable to corporation or its
stockholders for monetary damages for breach or alleged breach of the director's
"duty of care." While this statute does not change directors' duty of care, it
enables corporations to limit available relief to equitable remedies such as
injunction or rescission. The statute has no effect on a director's duty of
loyalty or liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, illegal payment of
dividends or stock redemptions or repurchases, or for any transaction from which
the director derives an improper personal benefit. As permitted by the statute,
the Company has adopted provisions in its Certificate of Incorporation which
eliminate to the fullest extent permissible under Delaware law the personal
liability of its directors to the Company and its stockholders for monetary
damages for breach or alleged breach of their duty of care.
Section 145 of the General Corporation Law of the State of Delaware
provides for the indemnification of officers, directors, employees and agents of
a corporation. The Bylaws of the Company provide for indemnification of its
directors, officers, employees and agents to the fullest extent permitted under
Delaware law, including those circumstances in which indemnification would
otherwise be discretionary under Delaware law. The Company's Bylaws also empower
it to enter into indemnification agreements with its directors and officers and
to purchase insurance on behalf of any person whom it is required or permitted
to indemnify. The Company has entered into agreements with its directors and
certain of its executive officers that require the Company to indemnify such
persons to the fullest extent permitted under Delaware law against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
(including expenses of a derivative action) in connection with any proceeding,
whether actual or threatened, to which any such person may be made a party by
reason of the fact that such person is or was a director or an executive officer
of the Company or any of its affiliated enterprises. The indemnification
agreements also set forth certain procedures that will apply in the event of a
claim for indemnification thereunder.
Section 145 of the General Corporation Law of the State of
Delaware provides for indemnification in terms sufficiently broad to indemnify
such individuals, under certain circumstances, for liabilities (including
reimbursement of expenses incurred) arising under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS.
See Exhibit Index.
ITEM 9. 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:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act;
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(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or Form S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Exchange Act that are incorporated by reference 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.
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 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.
Insofar as indemnification for liabilities arises 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 Securities and Exchange 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.
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, as amended, 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 Post-Effective Amendment No.1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Santa Clara, State of California, on April 22, 1999.
SILICON VALLEY BANCSHARES
By: /s/ John C. Dean
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John C. Dean
President and Chief Executive Officer
(Principal executive officer)
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment Number One to the 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 April 22, 1999
- ------------------------ Director (Principal Executive Officer)
John C. Dean
/s/ Christopher T. Lutes Executive Vice President and Chief April 22, 1999
- ------------------------ Financial Officer (Principal Financial
Christopher T. Lutes and Accounting Officer)
/s/ Daniel J. Kelleher Chairman of the Board April 22, 1999
- ------------------------
Daniel J. Kelleher
/s/ Gary K. Barr Director April 22, 1999
- ------------------------
Gary K. Barr
/s/ James F. Burns, Jr. Director April 22, 1999
- ------------------------
James F. Burns, Jr.
/s/ David M. deWilde Director April 22, 1999
- ------------------------
David M. deWilde
</TABLE>
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<TABLE>
<S> <C> <C>
/s/ James R. Porter Director April 22, 1999
- -------------------
James R. Porter
/s/ Ann R. Wells Director April 22, 1999
- ----------------
Ann R. Wells
/s/ Stephen E. Jackson Director April 22, 1999
- ----------------------
Stephen E. Jackson
</TABLE>
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EXHIBIT INDEX OF
POST-EFFECTIVE AMENDMENT NUMBER ONE TO FORM S-8
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT TITLE
- ----------- -------------
<S> <C>
4.1 Certificate of Incorporation of the Company is incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form 8-K filed with the Securities and Exchange
Commission on April 26, 1999
4.2 Bylaws of the Company are incorporated by reference to Exhibit
4.2 to the Company's Registration Statement on Form 8-K filed
with the Securities and Exchange Commission on April 26, 1999
4.3 Rights Agreement dated October 22, 1998 is incorporated by
reference to Exhibit 1 to Predecessor's Registration Statement
on Form 8-A filed with the Securities and Exchange Commission
on October 27, 1998
4.4 Agreement and Plan of Merger dated April 21, 1999 between
Silicon Valley Bancshares, a California corporation, and the
Company, is incorporated by reference to Exhibit 2.1 to the
Company's Registration Statement on Form 8-K filed with the
Securities and Exchange Commission on April 26, 1999
5 Opinion regarding legality is incorporated by reference to
Predecessor's Registration Statement on Form S-8 (File No.
33-28185) filed on May 30, 1997
23.1 Consent of Counsel (included in Exhibit 5)
23.2 Consent of Independent Auditors is incorporated by reference
to Predecessor's Registration Statement on Form S-8 (File No.
33-28185) filed on May 30, 1997
24 Power of Attorney is incorporated by reference to
Predecessor's Registration Statement on Form S-8 (File No.
33-28185), filed on May 30, 1997
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