<PAGE>
As filed with the Securities and Exchange Commission on June 20, 2000
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
(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)
------------
1997 Equity Incentive Plan
--------------------------
(Full title of the plans)
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
Stephen W. Fackler, Esq.
COOLEY GODWARD LLP
Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
------------
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES OFFERING AGGREGATE AMOUNT OF
TO BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE (1) OFFERING PRICE (1) REGISTRATION FEE
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
<S> <C> <C> <C> <C>
Stock Options and Common
Stock (par value $.001) 2,200,000 shares $38.9065 $4,188,634.88 $1,164.44
--------------------------- ------------------------ ------------------------ ------------------------ ------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h). The price per share and
aggregate offering price are based upon the average of the high and low
prices of Registrant's Common Stock on June 16, 2000 as reported
on the Nasdaq National Market.
<PAGE>
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 33-28185 AND THE POST
EFFECTIVE AMENDMENT NO. 1 THERETO
The contents of Registration Statement on Form S-8 No. 33-28185 filed
with the Securities and Exchange Commission on May 30, 1997 and Post Effective
Amendment No. 1 to Form S-8 No. 33-28185 filed with the Securities and Exchange
Commission on April 28, 1999 are incorporated by reference herein.
EXHIBITS
[NOTE: REVIEW ITEM 601 TO REGULATION S-K FOR ADDITIONAL REQUIRED EXHIBITS TO
FORM S-8 REGISTRATION STATEMENT.]
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of KPMG LLP
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.
99.1 1997 Equity Incentive Plan, as amended as of January 20, 2000.
99.2 Form of Stock Option Agreements used in connection with the 1997
Equity Incentive Plan (1)
(1) Filed as an exhibit with the Company's Proxy Statement for the 1997
Annual Meeting of Shareholders on April 17, 1997, and incorporated
herein by reference.
</TABLE>
1.
<PAGE>
SIGNATURES
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
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Clara, State of California, on
June 20, 2000.
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 true and lawful
attorney-in-fact and agent, 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.
2.
<PAGE>
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 Director (Principal June 20, 2000
JOHN C. DEAN Executive Officer)
/s/ CHRISTOPHER T. LUTES Executive Vice President and
---------------------------- Chief Financial Officer June 20, 2000
CHRISTOPHER T. LUTES (Principal Financial and
Accounting Officer)
/s/ DANIEL J. KELLEHER
---------------------------- Chairman of the Board June 20, 2000
DANIEL J. KELLEHER
/s/ GARY K. BARR
---------------------------- Director June 20, 2000
GARY K. BARR
/s/ JAMES F. BURNS, JR.
---------------------------- Director June 20, 2000
JAMES F. BURNS, JR.
/s/ DAVID M. DEWILDE
---------------------------- Director June 20, 2000
DAVID M. DEWILDE
/s/ JAMES R. PORTER
---------------------------- Director June 20, 2000
JAMES R. PORTER
/s/ STEPHEN E. JACKSON
---------------------------- Director June 20, 2000
STEPHEN E. JACKSON
/s/ KENNETH P. WILCOX
---------------------------- Director June 20, 2000
KENNETH P. WILCOX
</TABLE>
3.
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIAL PAGE
NUMBER DESCRIPTION NUMBERS
<S> <C> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of KPMG LLP
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.
99.1 1997 Equity Incentive Plan
99.2 Form of Stock Option Agreement used in connection with the 1997
Equity Incentive Plan (1)
(1) Filed as an exhibit with the Company's Proxy Statement for the
1997 Annual Meeting of Shareholders on April 17, 1997, and
incorporated herein by reference.
</TABLE>
4.
