GREATER BAY BANCORP
S-8, 1998-11-20
NATIONAL COMMERCIAL BANKS
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<PAGE>
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20,  1998
                                                           REGISTRATION NO. 333-
================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                         -----------------------------

                                   FORM S-8
                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933
                         -----------------------------
                              GREATER BAY BANCORP
            (Exact name of registrant as specified in its charter)

                   CALIFORNIA                              77-0387041
         (State or other jurisdiction of                (I.R.S. Employer
         incorporation or organization)                 Identification No.)
 
            2860 WEST BAYSHORE ROAD                           94303
             PALO ALTO, CALIFORNIA                          (Zip Code)
   (Address of principal executive offices)
                         -----------------------------
                        GREATER BAY BANCORP 401(K) PLAN
                           (Full title of the plan)
                         -----------------------------

                             DAVID L. KALKBRENNER
                            CHIEF EXECUTIVE OFFICER
                              GREATER BAY BANCORP
                            2860 WEST BAYSHORE ROAD
                          PALO ALTO, CALIFORNIA 94303
                    (Name and address of agent for service)
                                (650) 813-8200
         (Telephone number, including area code, of agent for service)

                                WITH A COPY TO:
                              T. HALE BOGGS, ESQ.
                        MANATT, PHELPS & PHILLIPS, LLP
                                70 WILLOW ROAD
                         MENLO PARK, CALIFORNIA 94025
                                (650) 566-3510


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------- 
                                                                                    Proposed
                                                            Proposed maximum         maximum
                                          Amount to be          offering            aggregate         Amount of
Title of securities to be registered      registered(1)    price per share(2)   offering price(2)  registration fee
- --------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                <C>                  <C>                <C>
Common Stock                            450,000 shares          $33.69             $15,160,500           $4,215
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this Registration Statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein and such indeterminate number of shares as may become
     available as a result of the adjustment provisions thereof.

(2)  Estimated pursuant to Rule 457 solely for purposes of calculating the
     registration fee. The price per share under the Greater Bay Bancorp 401(k)
     Plan price is computed on the basis of the average of the high and low
     prices of the Common Stock on November 18, 1998 as reported on the National
     Association of Securities Dealers Automated Quotations System.
================================================================================
<PAGE>
 
                                   PART II.
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

          Pursuant to General Instruction E to Form S-8, Greater Bay Bancorp
(the "Registrant") files this Registration Statement on Form S-8 to register an
additional 450,000 shares of Common Stock (the "Shares") for issuance pursuant
to the exercise of purchase rights granted under the Greater Bay Bancorp 401(k)
Plan (the "Plan"), and such indeterminate amount of interests to be offered or
sold under the Plan and such indeterminate number of shares as may become
available under the Plan as a result of the adjustment provisions thereof. The
Registrant previously filed a Registration Statement on Form S-8 (Registration
No. 333-30913) with the Securities and Exchange Commission (the "SEC") on July
8, 1997, the contents of which are incorporated herein by reference, under which
450,000 shares of Common Stock for issuance pursuant to the exercise of purchase
rights granted under the Plan were registered. Since the Registrant announced a
two-for-one stock split of its Common Stock effective for shareholders of record
as of April 30, 1998, the Registrant hereby registers the Shares under this
Registration Statement.

Item 8.   Exhibits
          --------

          See Exhibit Index.

          The Registrant undertakes that it will submit or has submitted the
Plan and any amendments thereto to the Internal Revenue Service (the "IRS") in a
timely manner and has made or will make all changes required by the IRS in order
to qualify the Plan under Section 401 of the Internal Revenue Code.

                                       2
<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 of filing of 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 Palo Alto, State of California on November 17, 1998.

                                                  GREATER BAY BANCORP          
                                                                               
                                                                               
                                                  By /s/ David L. Kalkbrenner  
                                                     ---------------------------
                                                     David L. Kalkbrenner      
                                                     Chief Executive 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-8, 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, this 
Registration Statement has been signed by the following persons in the
capacities indicated on November 17, 1998.

<TABLE>
<CAPTION>
SIGNATURE                                           TITLE                        DATE        
<S>                                     <C>                                <C>               
                                                                                             
      /s/ David L. Kalkbrenner          Chief Executive Officer,           November 17, 1998 
- ---------------------------------       President and Director                               
      David L. Kalkbrenner              (Principal Executive Officer)                        
                                                                                             
                                                                                             
      /s/ Steven C. Smith               Executive Vice President,          November 17, 1998 
- ---------------------------------       Chief Financial Officer and                          
      Steven C. Smith                   Chief Operating Officer                              
                                        (Principal Financial and                             
                                        Accounting Officer)                                  
                                                                                             
      /s/ George R. Corey               Director                           November 17, 1998 
- ---------------------------------                                                            
      George R. Corey                                                                        
                                                                                             
      /s/ John M. Gatto                 Director                           November 17, 1998 
- ---------------------------------                                                            
      John M. Gatto                                                                          
                                                                                             
      /s/ James E. Jackson              Director                           November 17, 1998 
- ---------------------------------                                                            
      James E. Jackson                                                                       
</TABLE> 

                                       3
<PAGE>
 
<TABLE> 
<S>                                     <C>                                <C> 
      /s/ Rex D. Lindsay                Director                           November 17, 1998 
- ---------------------------------                                                            
      Rex D. Lindsay                                                                         
                                                                                             
      /s/ Leo K. Lum                    Director                           November 17, 1998 
- ---------------------------------                                                            
      Leo K. W. Lum                                                                          
                                                                                             
      /s/ George M. Marcus              Director                           November 17, 1998 
- ---------------------------------                                                            
      George M. Marcus                                                                       
                                                                                             
      /s/ Duncan L. Matteson            Director                           November 17, 1998 
- ---------------------------------                                                            
      Duncan L. Matteson                                                                     
                                                                                             
      /s/ Rebbeca Q. Morgan             Director                           November 17, 1998 
- ---------------------------------                                                            
      Rebecca Q. Morgan                                                                      
                                                                                             
      /s/ Glen McLaughlin               Director                           November 17, 1998 
- ---------------------------------                                                            
      Glen McLaughlin                                                                        
                                                                                             
      /s/ Dick J. Randall               Director                           November 17, 1998 
- ---------------------------------                                                            
      Dick J. Randall                                                                        
                                                                                             
      /s/ Donald H. Seiler              Director                           November 17, 1998 
- ---------------------------------                                                            
      Donald H. Seiler                                                                       
                                                                                             
                                        Director                                             
- ---------------------------------
      Roger V. Smith                                                                         
                                                                                             
      /s/ Warren R. Thoits              Director                           November 17, 1998  
- ---------------------------------
      Warren R. Thoits
</TABLE>

                                       4
<PAGE>
 
                                 EXHIBIT INDEX


5.1    Opinion of Linda M. Iannone, Esq.

23.1   Consent of Linda M. Iannone, Esq. (included in Exhibit 5.1).

23.2   Consent of Independent Public Accountants.

25.1   Power of Attorney (included on signature page hereof).

99.1   Greater Bay Bancorp 401(K) Plan (filed as Exhibit 10.5 to Greater Bay
       Bancorp's Annual Report on Form 10-K for the year ended December 31,
       1997, filed with the SEC on March 31, 1998, and incorporated herein by
       reference).

<PAGE>
 
                                                                     EXHIBIT 5.1

                               November 18, 1998


Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, CA 94303

          RE:  REGISTRATION STATEMENT ON FORM S-8 REGISTERING SHARES 
               ISSUABLE UNDER THE GREATER BAY BANCORP 401(K) PLAN

Ladies and Gentlemen:

     As General Counsel of Greater Bay Bancorp (the "Company"), at your request,
I have examined the Registration Statement on Form S-8 (the "Registration
Statement") being filed by the Company with the Securities and Exchange
Commission (the "SEC") in connection with the registration under the Securities
Act of 1933, as amended (the "Securities Act"), of up to 450,000 shares of
common stock, no par value, of the Company (the "Shares") which may be issued
pursuant to the exercise of purchase rights granted under the Greater Bay
Bancorp 401(k) Plan (the "Plan").

     I have examined such instruments, documents and records which I deemed
relevant and necessary for the basis of my opinion hereinafter expressed.  In
such examination, I have assumed the genuineness of all signatures and the
authenticity of all documents submitted to me as originals and the conformity to
the originals of all documents submitted to me as copies.

     Based upon the foregoing and the other assumptions contained herein, it is
the opinion of the undersigned that the Shares issuable by the Company upon the
exercise of purchase rights pursuant to the Plan will be, when issued and
delivered against payment therefor in accordance with the Plan, and the
Registration Statement, duly authorized, validly issued, fully paid and non-
assessable.

     This opinion is further subject to the following assumptions: (i) all
purchase rights under the Plan to date have been, and all purchase rights to be
granted under the Plan will be, duly and validly granted in accordance with the
terms of the Plan, (ii) the consideration for the shares of Common Stock to be
issued pursuant to such purchase rights will be received prior to the issuance
thereof, (iii) the shares of Common Stock to be issued pursuant to such purchase
rights will be issued in accordance with the terms of the Plan, (iv) the
Registration Statement will become effective under the Securities Act prior to
the issuance of any shares of Common Stock under the Plan and no stop order
suspending the effectiveness of the Registration Statement shall have been
issued and no 
<PAGE>
 
proceedings for that purpose shall have been instituted or be pending before the
SEC, (v) prospectuses will be updated and delivered to participants in the Plan
as required by the Securities Act and the rules and regulations promulgated by
the SEC thereunder, and (vi) the grant of purchase rights under the Plan and the
issuance of shares of Common Stock pursuant to such purchase rights will comply
with the securities laws of each state or jurisdiction applicable thereto (other
than the Securities Act).

     This opinion is issued to you solely for use in connection with the
Registration Statement and is not to be quoted or otherwise referred to in any
financial statements of the Company or related document, nor is it to be filed
with or furnished to any government agency or other person, without my prior
written consent.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement which is being filed by the Company in connection with
the registration of the aforementioned Shares under the Securities Act.

                                       Very truly yours,
 
                                       /s/ Linda M. Iannone

                                       Linda M. Iannone
                                       General Counsel
 

<PAGE>

                                                                    EXHIBIT 23.2
 
                      CONSENT OF INDEPENDENT ACCOUNTANTS


November 20, 1998


We consent to the incorporation by reference in this Registration Statement on
Form S-8 (Re: Greater Bay Bancorp 401K Profit Sharing Plan) dated November 20,
1998 of our report dated September 2, 1998 included in the Form 8-K, as filed
with the SEC on September 30, 1998 and our report dated February 20, 1998,
except as to information provided in Note 18, for which the date is March 24,
1998, included in the Annual Report on Form 10-K as filed with the SEC on March
31, 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.


/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP


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