<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 17, 1998
REGISTRATION NO.: 333-
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
GREATER BAY BANCORP
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
CALIFORNIA 95-2920557
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
</TABLE>
---------------
2860 WEST BAYSHORE ROAD
PALO ALTO, CALIFORNIA 94303
(650) 813-8200
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
COPY TO:
<TABLE>
<S> <C>
DAVID L. KALKBRENNER
CHIEF EXECUTIVE OFFICER T. HALE BOGGS, ESQ.
GREATER BAY BANCORP MANATT, PHELPS & PHILLIPS, LLP
2860 WEST BAYSHORE ROAD 70 WILLOW ROAD
PALO ALTO, CALIFORNIA 94303 MENLO PARK, CALIFORNIA 94025
(650) 813-8200 (650) 566-3500
</TABLE>
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please 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. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(c) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please 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,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) REGISTRATION FEE
- - ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par val-
ue......................... 400,000 shares $32.90 $13,160,000 $3,883
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
(1) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457 based upon the average of the high
and low prices of the Common Stock as reported on the Nasdaq National
Market System on August 11, 1998.
---------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A +
+REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE +
+SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY +
+OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT +
+BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR +
+THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE +
+SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE +
+UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF +
+ANY SUCH STATE. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
SUBJECT TO COMPLETION, DATED AUGUST 17, 1998
400,000 Shares
GREATER BAY BANCORP
COMMON STOCK
(NO PAR VALUE)
------------
The Leo K.W. Lum PRB Revocable Trust (the "Selling Stockholder") is offering
and selling 400,000 shares of Greater Bay Bancorp ("GBB", the "Company" or
"Greater Bay") Common Stock (the "Shares") under this Prospectus. The Selling
Stockholder acquired the Shares on May 8, 1998 by virtue of the merger of
Pacific Rim Bancorporation ("PRB") into the Company. As a result of the merger,
Golden Gate Bank ("GGB"), formerly a subsidiary of PRB, is now a wholly owned
subsidiary of the Company. See "Selling Stockholder." The Selling Stockholder
may offer its Shares through public or private transactions through Nasdaq or
otherwise, at prevailing market prices, or at privately negotiated prices.
The Common Stock is quoted on the Nasdaq National Market under the symbol
"GBBK." The last sale price for the Common Stock on , 1998, as
reported on the Nasdaq National Market System, was $ per share. The Company
will pay any fees and expenses of registering the Shares, including registering
the sale of the Shares in any state, if necessary, but will not pay commissions
or other selling expenses or any stock transfer taxes. The fees and expenses
for registration of the Shares are estimated to be $36,983.
------------
SEE "RISK FACTORS," BEGINNING ON PAGE 4, FOR A DISCUSSION OF CERTAIN FACTORS
THAT SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The Selling Stockholder and any such brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), and any discounts, concessions and commissions received
by any such brokers and dealers may be deemed to be underwriting commissions or
discounts under the Securities Act. The Company will not receive any of the
proceeds from any sale of the Shares offered hereby. See "Use of Proceeds,"
"Selling Stockholder" and "Plan of Distribution."
------------
THE DATE OF THIS PROSPECTUS IS AUGUST , 1998
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further
information on the public reference rooms. Our SEC filings are also available
to the public from the SEC's Website at "http://www.sec.gov."
The SEC allows us to "incorporate by reference" the information we file with
them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
2. The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 1998, and March 31, 1998.
3. The Company's Current Reports on Form 8-K dated May 20, 1998 and July
17, 1998.
4. The description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed with the Commission under the
Exchange Act.
You may request a copy of these filings, at no cost, by writing Investor
Relations Department, Greater Bay Bancorp, 2860 West Bayshore Road, Palo Alto,
California 94303, or by calling (650) 813-8200.
This Prospectus is part of a Registration Statement we filed with the SEC.
You should rely only on the information or representations provided in this
Prospectus. We have authorized no one to provide you with different
information. We are not making an offer of these securities in any state where
the offer is not permitted. You should not assume that the information in this
Prospectus is accurate as of any date other than the date on the front of the
document.
FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act,
including statements regarding the Company's financing needs, business plans
and prospects, expectations and intentions. Forward-looking statements
necessarily involve risks and uncertainties, and the Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth below and
elsewhere in this Prospectus. The factors set forth below under "Risk Factors"
and other cautionary statements made in this Prospectus should be read and
understood as being applicable to all related forward-looking statements
wherever they appear in this Prospectus.
2
<PAGE>
SUMMARY
Greater Bay is a bank holding company with operating subsidiaries Cupertino
National Bank ("CNB"), Mid-Peninsula Bank ("MPB"), Peninsula Bank of Commerce
("PBC") and GGB (CNB, MPB, PBC and GGB collectively being referred to as the
"Banks") with ten regional offices in Cupertino, Millbrae, Palo Alto, Redwood
City, San Bruno, San Mateo, San Jose and San Francisco, California. In
addition, Greater Bay, through CNB, operates Greater Bay Trust Company and
Venture Banking Group as separate operating divisions.
RECENT DEVELOPMENTS
On August 4, 1998, Greater Bay entered into an agreement to acquire Pacific
Business Funding Corporation ("PBFC"), an asset-based speciality finance
company. The acquisition is structured as a merger transaction in which Greater
Bay will acquire PBFC as a wholly owned subsidiary, in consideration of the
issuance of approximately 264,000 shares of Greater Bay common stock to the
shareholders of PBFC. PBFC had total assets of approximately $14.9 million as
of May 31, 1998. It is anticipated that the transaction will be accounted for
as a pooling-of-interests. In connection with the transaction, Greater Bay may
obtain a line of credit in the aggregate principal amount of up to $10.0
million to enable PBFC to repay its existing line of credit. The line of credit
which Greater Bay may obtain would constitute Senior Indebtedness. The
transaction is expected to close on or before August 31, 1998.
In addition, consistent with the Company's operating philosophy and growth
strategy, the Company recently announced that it has formed the Greater Bay
Bank Santa Clara Valley Commercial Banking Group and established an
International Banking Division.
RISK FACTORS
ABILITY OF THE COMPANY TO EXECUTE ITS BUSINESS STRATEGY
The Company's financial performance and profitability will depend on its
ability to execute its business strategy and manage its recent and possible
future growth. The Company has acquired several Banks in recent years and,
although the Company believes that it has substantially integrated the business
and operations of the Banks into the Company, unforeseen issues relating to the
assimilation of these Banks may adversely affect the Company. In addition,
future acquisitions or other possible future growth may present operating and
other problems that could adversely affect the Company's business, financial
condition and results of operations. The Company's financial performance will
also depend on the Company's ability to maintain profitable operations through
implementation of its Super Community Banking Philosophy, described in the 10-
K. Accordingly, the Company cannot guarantee that it will be able to continue
the growth or maintain the level of profitability it has recently experienced.
INTEREST RATE RISK
The Company's earnings depend largely on the relationship between the cost of
funds, primarily deposits, and the yield on earning assets. This relationship,
known as the interest rate spread, may fluctuate and is affected by economic
and competitive factors which influence interest rates, the volume and mix of
interest-earning assets and interest-bearing liabilities, and the level of non-
performing assets. Fluctuations in interest rates affect the demand of
customers for the Company's products and services. The Company is affected by
interest rate risk to the extent that its interest-bearing liabilities reprice
or mature more slowly or more rapidly or on a different basis than its
interest-earning assets. Given the
3
<PAGE>
Company's current volume and mix of interest-bearing liabilities and interest-
earning assets, the Company's interest rate spread may increase during times of
rising interest rates and, conversely, may decline during times of falling
interest rates. Although the Company believes its current level of interest
rate sensitivity is reasonable, significant fluctuations in interest rates may
adversely affect the Company's results of operations.
ECONOMIC CONDITIONS AND GEOGRAPHIC CONCENTRATION
The Company's operations are located in Northern California and concentrated
solely in San Francisco, Santa Clara and San Mateo Counties, which include the
area known as the "Silicon Valley." Due to its geographic concentration, the
Company is affected by economic conditions in these areas. A deterioration in
those economic conditions, particularly in the technology and real estate
industries on which these areas depend, could cause more delinquencies and
problems in repayment of the Company's loans or reduce demand for its products
and services, which would adversely affect its earnings.
GOVERNMENT REGULATION AND MONETARY POLICY
The banking industry is closely regulated by various federal and state
agencies. Such regulation limits the way that Greater Bay and the Banks conduct
their respective businesses, undertake new investments and activities and
obtain financing. This regulation is designed primarily for the protection of
the deposit insurance funds and consumers, and not to benefit holders of the
Company's securities. Financial institution regulation has been the subject of
significant legislation in recent years, and may be the subject of further
significant legislation in the future, none of which is in the control of the
Company. Significant new laws or changes in, or repeals of, existing laws may
materially affect the Company's results. Further, federal monetary policy,
particularly as implemented through the Federal Reserve System, significantly
affects credit conditions for the Company, primarily through open market
operations in United States government securities, the discount rate for bank
borrowings and bank reserve requirements, and a material change in these
conditions would be likely to materially impact the Company's results of
operations.
COMPETITION
The banking and financial services industry in California, as well as the
rest of the United States, is highly and increasingly competitive. The Banks
compete for client loans, deposits and other financial products and services
with other commercial banks, savings and loan associations, securities and
brokerage companies, mortgage companies, insurance companies, finance
companies, money market and other mutual funds, credit unions, and other non-
bank financial services providers. Many of these competitors are much larger in
total assets and capitalization, have greater access to capital markets and
offer a broader array of financial products and services than the Banks. This
competitive environment has resulted from changes in regulation, changes in
technology and product delivery systems, and the consolidation among financial
services providers. In order to compete with other financial services
providers, the Banks principally depend upon promotional activities and
industry knowledge in its market areas, personal relationships with clients and
other service providers, referral sources established by officers, directors
and employees, and specialized services tailored to meet the Banks' clients'
needs. If the Banks are unable to accommodate a client's needs, the Banks will
seek to arrange for those services to be provided by their network of
correspondents and other service providers.
CREDIT QUALITY
A significant source of risk for the Company arises from the possibility that
losses will be sustained because borrowers, guarantors and related parties may
fail to perform in accordance with the terms of
4
<PAGE>
their loans. The Company has adopted underwriting and credit monitoring
procedures and credit policies, including the establishment and review of the
allowance for credit losses, that management believes are appropriate to
minimize this risk by assessing the likelihood of nonperformance, tracking loan
performance and diversifying the Company's credit portfolio. Such policies and
procedures, however, may not prevent unexpected losses that could materially
adversely affect the Company's results of operations.
YEAR 2000 COMPLIANCE
The "Year 2000" issue is the result of computer programs and equipment which
are dependent on "embedded chip technology" using two digits rather than four
to define the applicable year. Any of the Company's computer programs or
equipment that are date dependent may recognize a date using "00" as the year
1900 rather than the year 2000. This could result in a system failure or
miscalculations causing various problems including disruptions of operations, a
temporary inability to process transactions, send invoices, or engage in
similar normal business activity. Based on assessments made to date, the
Company has determined that it may be required to modify or replace portions of
its software and other equipment so that its computer, security and
communications systems will properly utilize dates beyond December 31, 1999.
The Company believes that with modifications or conversions of software, and
replacement of equipment which cannot be made Year 2000 compliant, the Year
2000 issue can be mitigated. If such modifications, conversions or equipment
replacements are not made, or are not completed in a timely manner, the Year
2000 issue could have a material adverse impact on the Company's operations. In
addition to issues relating to internal Year 2000 compliance, the Company
depends on third party suppliers and large customers to remedy their own Year
2000 Issue. There can be no guarantee that the systems of other companies on
which the Company's systems rely will be timely converted, or that a failure to
convert by another company, or a conversion that is incompatible with the
Company's system, would not have a material adverse effect on the Company.
OTHER RISK FACTORS
For a discussion of other risk factors that should be considered by potential
investors, please see the sections entitled "Business" and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Greater Bay's Annual Report on Form 10-K for the year ended December 31, 1997
which is incorporated herein by reference.
USE OF PROCEEDS
The Selling Stockholder will receive all of the net proceeds from the sale of
the Shares. None of the proceeds will be available for the Company's use or
benefit.
5
<PAGE>
SELLING STOCKHOLDER
Under a Registration Rights Agreement dated as of May 8, 1998 between the
Company and the Selling Stockholder (the "Registration Rights Agreement"), we
agreed to register the Shares and to use our best efforts to keep the
Registration Statement effective until May 8, 1999, or until all of the
registered Shares are sold under the Registration Statement, whichever comes
first, subject to certain conditions and limitations. Our registration of the
Shares does not necessarily mean that the Selling Stockholder will sell all or
any of the Shares. The following table shows certain information regarding the
shares owned by the Selling Stockholder as of July 31, 1998. The Company
believes the Selling Stockholder has sole voting and investment power over the
Shares.
The Shares being sold by the Selling Stockholder were received by the Leo
K.W. Lum PRB Revocable Trust in connection with the acquisition of GGB
consummated on May 8, 1998. Mr. Lum was an officer, director and the sole
shareholder of PRB, the former holding company of GGB. Mr. Lum became a
director of the Company on May 26, 1998.
<TABLE>
<CAPTION>
SHARES OWNED PRIOR SHARES OWNED AFTER
TO OFFERING NUMBER OF OFFERING
--------------------- SHARES TO ------------------
NAME NUMBER PERCENTAGE BE SOLD NUMBER PERCENTAGE
---- --------- ---------- --------- ------- ----------
<S> <C> <C> <C> <C> <C>
The Leo K.W. Lum PRB
Revocable Trust
1344 Pine Street
San Francisco, CA 94104..... 950,748(1) 10.3% 400,000 550,748 5.9%
</TABLE>
- - --------
(1) All of the 950,748 shares of Greater Bay Bancorp Common Stock owned of
record by the Leo K.W. Lum PRB Revocable Trust are owned beneficially by
Mr. Leo K.W. Lum.
PLAN OF DISTRIBUTION
The Selling Stockholder may offer the Shares at various times in one or more
of the following transactions:
. on Nasdaq National Market;
. in the over-the-counter market;
. in transactions other than in the over-the-counter market;
. in connection with short sales of the Shares;
. by pledge to secure debts and other obligations;
. in connection with the writing of non-traded and exchange-traded call
options, in hedge transactions and in settlement of other transactions in
standardized or over-the-counter options; or
. in a combination of any of the above transactions.
The Selling Stockholder may sell the Shares at market prices prevailing at
the time of sale, at prices related to such prevailing market prices, at
negotiated prices or at fixed prices.
The Selling Stockholder may use broker-dealers to sell the Shares. If this
happens, broker-dealers will either receive discounts or commissions from the
Selling Shareholder, or they will receive commissions from purchasers of
shares for whom they acted as agents. The Company may agree to indemnify
participating brokers or dealers against certain civil liabilities, including
liabilities under the Securities Act.
The Selling Stockholder and any such brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act, in which case any
discounts, commissions or concessions received by such brokers or dealers and
any profit on the resale of the Shares purchased by such brokers or dealers
may be deemed to be underwriting commissions or discounts under the Securities
Act.
6
<PAGE>
Any Shares covered by this Prospectus which qualify for sale pursuant to
Rule 144 under the Securities Act may be sold under Rule 144 rather than
pursuant to this Prospectus. The Selling Stockholder may not sell any or all
of the Shares. The Selling Stockholder may transfer, devise or gift such
Shares by other means not described herein. Under the Registration Rights
Agreement, the Selling Stockholder agreed to limit the number of Shares and
other Company securities sold during any three month period to an amount equal
to the greater of 1% of the outstanding Common Stock or the average weekly
trading volume of trading in the Common Stock during the four preceding
calendar weeks.
The Company will pay any fees and expenses of registering the Shares,
including registering the sale of the Shares in any state, if necessary, but
will not pay commissions or other selling expenses or any stock transfer
taxes.
The Company has informed the Selling Stockholder that the anti-manipulation
provisions of Regulation M under the Exchange Act may apply to its sales of
the Shares and has furnished the Selling Stockholder with a copy of these
rules. The Company has also advised the Selling Stockholder of the requirement
for delivery of this Prospectus in connection with any public sale of the
Shares.
VALIDITY OF COMMON STOCK
The law firm of Manatt, Phelps & Phillips, LLP, Los Angeles, California,
will give its opinion on the legality of the Shares, for the purpose of this
offering.
EXPERTS
The consolidated balance sheets as of December 31, 1997 and 1996 and the
consolidated statements of operations, shareholders' equity and cash flows for
each of the three years in the period ended December 31, 1997 incorporated by
reference in this Registration Statement, have been incorporated herein in
reliance on the report of PricewaterhouseCoopers LLP, independent accountants,
given on the authority of that firm as experts in accounting and auditing.
7
<PAGE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
YOU SHOULD RELY ONLY ON THE INFORMATION OR REPRESENTATIONS PROVIDED IN THIS
PROSPECTUS. WE HAVE AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMA-
TION. WE ARE NOT MAKING AN OFFER OF THESE SECURITIES IN ANY STATE WHERE THE
OFFER IS NOT PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS
PROSPECTUS IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE FRONT OF THE
DOCUMENT.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Where You Can Find More Information........................................ 2
Forward-Looking Statements................................................. 2
Summary.................................................................... 3
Recent Developments........................................................ 3
Risk Factors............................................................... 3
Use of Proceeds............................................................ 5
Selling Stockholder........................................................ 6
Plan of Distribution....................................................... 6
Validity of Common Stock................................................... 7
Experts.................................................................... 7
</TABLE>
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
400,000 Shares
GREATER BAY BANCORP
[LOGO]
-----------
PROSPECTUS
-----------
, 1998
- - -------------------------------------------------------------------------------
- - -------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The estimated expenses to be paid by the Company in connection with the
distribution of the securities being registered are as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee....................... $ 3,883
Accounting fees and expenses........................................ $ 1,500
Printing expenses................................................... $ 5,600
Legal fees and expenses............................................. $25,000
Miscellaneous Expenses.............................................. $ 1,000
-------
Total............................................................. $36,983
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Five of the Registrant's Articles of Incorporation provides that the
liability of the directors of the Registrant for monetary damages shall be
eliminated to the fullest extent permissible under California law and that the
Registrant is authorized to provide for the indemnification of agents (as
defined in Section 317 of the California General Corporation Law) of the
corporation in excess of that expressly permitted by such Section 317 for
breach of duty to the corporation and its shareholders to the fullest extent
permissible under California law. Article IX, Section 7 of the Registrant's
Bylaws provides for indemnification of directors and officers of the
Registrant to the fullest extent permissible under California law.
Section 317 sets forth the provisions pertaining to the indemnification of
corporate "agents." For purposes of this law, an agent is any person who is or
was a director, officer, employee or other agent of a corporation, or is or
was serving at the request of the corporation such capacity with respect to
any other corporation, partnership, join venture, trust or other enterprise.
Indemnification for expenses, including amounts paid on settling or otherwise
disposing of a threatened or pending action or defending against the same can
be made in certain circumstances by action of the Registrant through; (1) a
majority vote of a quorum of the Registrant's Board of Directors consisting of
directors who are not party to the proceedings; (2) approval of the
shareholders, with the shares owned by the person to be indemnified not being
entitled to vote thereon; or (3) such court in which the proceeding is or was
pending upon application by designated parties. Under certain circumstances,
an agent can be indemnified, even when found liable. Indemnification is
mandatory where the agent's defense is successful on the merits. The law
allows the Registrant to make advances of expenses for certain actions upon
the receipt of an undertaking that the agent will reimburse the corporation if
the agent is found liable.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Registrant,
pursuant to the foregoing provisions or otherwise, the Registrant understands
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 a
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
A. EXHIBITS. The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
2.01 Agreement and Plan of Reorganization by and among Registrant,
Pacific Rim Bancorporation and The Leo K.W. Lum PRB Revocable
Trust dated February 24, 1998(1).
4.01 Registration Rights Agreement between Registrant and The Leo K.W.
Lum PRB Revocable Trust dated May 8, 1998(2).
5.01 Opinion of Manatt, Phelps & Phillips, LLP as to the legality of
the securities being registered.
23.01 Consent of Manatt, Phelps & Phillips, LLP (included in Exhibit
5.01).
23.02 Consent of PricewaterhouseCoopers LLP
24.01 Power of Attorney (included on page II-7 of this Registration
Statement)
</TABLE>
- - --------
(1) Filed as an exhibit to Registrant's Annual Report on Form 10-K filed with
the Securities and Exchange Commission on March 31, 1998 and incorporated
herein by reference.
(2) Filed as an exhibit to Registrant's Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 20, 1998 and incorporated
herein by reference.
ITEM 17. 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 of 1933;
(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 (I) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registration pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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 the 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.
(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
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.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 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 Act and will be governed by
the final adjudication of such issue.
II-3
<PAGE>
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 PALO ALTO, STATE OF CALIFORNIA, ON AUGUST 14, 1998.
GREATER BAY BANCORP
By:/s/ Steven C. Smith
----------------------------------
Steven C. Smith
Executive Vice President, Chief
Operating
Officer and Chief Financial
Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Greater Bay Bancorp, do hereby
severally constitute and appoint David L. Kalkbrenner and Steven C. Smith and
each of them singly, our true and lawful attorneys and agents, to do any and
all things and acts in our names in the capacities indicated below and to
execute any all instruments for us and in our names in the capacities
indicated below which said persons, or either of them, may deem necessary or
advisable to enable Greater Bay Bancorp to comply with the Securities Act of
1933, as amended, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the offering
contemplated by this Registration Statement on Form S-3, including
specifically, but not limited to, power and authority to sign for us or any of
us in our names in the capacities indicated below and any and all amendments,
including post-effective amendments to this Registration Statement and any
Rule 462(b) Registration Statement or amendments thereto; and we hereby ratify
and confirm all that said persons, or either of them, shall do or cause to be
done by virtue hereof.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED 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/ David L. Kalkbrenner President, Chief Executive August 14, 1998
____________________________________ Officer and Director
David L. Kalkbrenner (Principal Executive
Officer)
/s/ Steven C. Smith Executive Vice President, August 14, 1998
____________________________________ Chief Operating Officer and
Steven C. Smith Chief Financial Officer
(Principal Financial and
Accounting Officer)
____________________________________ Director August , 1998
George R. Corey
/s/ John M. Gatto Director August 14, 1998
____________________________________
John M. Gatto
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
____________________________________ Director August , 1998
James E. Jackson
____________________________________ Director August , 1998
Rex D. Lindsay
/s/ Leo K.W. Lum Director August 14, 1998
____________________________________
Leo K.W. Lum
____________________________________ Director August , 1998
George M. Marcus
/s/ Duncan L. Matteson Director August 14, 1998
____________________________________
Duncan L. Matteson
/s/ Glen McLaughlin Director August 14, 1998
____________________________________
Glen McLaughlin
/s/ Rebecca Q. Morgan Director August 14, 1998
____________________________________
Rebecca Q. Morgan
/s/ Dick J. Randall Director August 14, 1998
____________________________________
Dick J. Randall
/s/ Donald H. Seiler Director August 14, 1998
____________________________________
Donald H. Seiler
/s/ Roger V. Smith Director August 14, 1998
____________________________________
Roger V. Smith
/s/ Warren R. Thoits Director August 14, 1998
____________________________________
Warren R. Thoits
</TABLE>
II-5
<PAGE>
[LETTERHEAD FOR MANATT PHELPS PHILLIPS]
File No: 14359-040
August 17, 1998
EXHIBIT 5.1
Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, CA 94303
RE: GREATER BAY BANCORP
Ladies and Gentlemen:
As special counsel for Greater Bay Bancorp, a California corporation
("GBB"), in connection with GBB's Registration Statement on Form S-3 (File No.
333-___) (the "Registration Statement"), registering under the Securities Act of
1933, as amended (the "Securities Act"), a maximum of 400,000 shares of GBB's
common stock, no par value ("GBB Stock"), to be sold on behalf of a certain
stockholder of GBB Stock (the "Offering"), we have been requested to render this
opinion.
For the purpose of rendering the opinion set forth herein, we have been
furnished with and examined only the following documents:
1. The Articles of Incorporation of GBB, as amended and presently in
effect certified by the Secretary of State of the State of California as of
August 17, 1998;
2. The Bylaws of GBB, as amended and presently in effect certified
by the Assistant Secretary of GBB as of August 17, 1998;
3. The Registration Statement; and
4. Resolutions adopted at a meeting of the Board of Directors of GBB
held on February 17, 1998 pertaining to the meetings of the Board of Directors
of GBB pertaining to the Offering.
With respect to all of the foregoing documents, we have assumed, without
investigation, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the conformity to originals of all
documents submitted to us as certified or reproduced copies. In rendering the
opinions contained herein, we have relied without independent
<PAGE>
MANATT, PHELPS & PHILIPS, LLP
Greater Bay Bancorp
August 17, 1998
Page 2
investigation, with your consent, solely upon certificates from the officers of
GBB as to all factual matters. We express no opinion as to the statistical
information and the financial statements, the notes thereto and related
schedules and other financial data, included, or documents incorporated by
reference, in the Registration Statement.
Based on the foregoing, subject to the assumptions, limitations and
exceptions set forth herein, we are of the opinion that the shares of GBB Stock
to be sold in the Offering will, when delivered in the manner and on the terms
described in the Registration Statement (after and while the Registration
Statement is declared effective and assuming no stop order suspending the
effectiveness of the Registration Statement has been issued under the Securities
Act, or proceedings therefor initiated or threatened by the Commission), will be
duly authorized, validly issued, fully paid and nonassessable.
Our opinion expressed herein is limited to those matters expressly set
forth herein, and no opinion may be implied or inferred beyond the matters
expressly stated herein. We hereby disclaim any obligation to notify any person
or entity after the date hereof if any change in fact or law should change our
opinion with respect to any matter set forth in this letter.
This opinion is limited to the current laws of the State of California and
the Securities Act and the regulations promulgated thereunder, to present
judicial interpretations thereof and to facts as they presently exist. In
rendering this opinion, we have no obligation to revise or supplement it should
the current laws of the State of California or the Securities Act or such
regulations be changed by legislative action, judicial decision or otherwise.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Validity of
Common Stock" in the prospectus which is part of the Registration Statement.
Very truly yours,
/s/ Manatt, Phelps & Phillips, LLP
Manatt, Phelps & Phillips, LLP
K:\SKP\WORK\GBB\LUM\OPINION5.006\71398\2331
<PAGE>
EXHIBIT 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
August 14, 1998
We consent to the incorporation by reference in this registration statement of
Greater Bay Bancorp on Form S-3, as filed with the SEC on August 17, 1998, of
our report dated February 20, 1998 except as to information provided in Note 18,
for which the date is March 24, 1998, on our audits of the consolidated
financial statements of Greater Bay Bancorp and Subsidiaries as of December 31,
1997 and 1996, and for each of the three years in the period ended December 31,
1997. We also consent to the reference to our firm under the caption "Experts."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
