<PAGE>
As filed with the Securities and Exchange Commission on
October 2, 1997
Registration No.
333-
=================================================================
==============
===========
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
-------------------------
BAY VIEW CAPITAL CORPORATION
(Exact name of registrant as specified in its
charter)
Delaware
94-3078031
(State or other jurisdiction of (I.R.S. Employer
Identification No.)
incorporation or organization)
1840 Gateway Drive, San Mateo, California 94404
(Address of principal executive offices)
(Zip Code)
BAY VIEW CAPITAL CORPORATION
AMENDED AND RESTATED 1995 STOCK OPTION AND
INCENTIVE PLAN
(Full title of the plan)
--------------------------
ROBERT J. FLAX, ESQ.
Executive Vice President,
General Counsel and Secretary
Bay View Capital Corporation
1840 Gateway Drive
San Mateo, California 94404
(Name and address of agent for service)
(415) 573-7300
(Telephone number, including area code, of agent for
service)
Copy of all communications to:
CHRISTOPHER R. KELLY, P.C.
CRAIG M. SCHEER, ESQ.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional
corporations)
1100 New York Ave., N.W.
Washington, D.C. 20005
(202) 414-6100
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed maximum Proposed
maximum
Title of securities Amount to be offering price aggregate
Amount of
to be registered registered(1) per share(2) offering
price(2) registration
fee(2)
- -----------------------------------------------------------------
- --------------
- -----------
<S> <C> <C> <C>
<C>
Common Stock, par value
$.01 per share 1,750,000 shares $26.94 $47,136,675
$14,284
=================================================================
===========
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this
Registration Statement covers, in addition to the number of
shares set forth
above, an indeterminate number of shares which, by reason of
certain events
specified in the Plan, may become subject to the Plan.
(2) Estimated in accordance with Rule 457(h), solely for the
purpose of
calculating the registration fee. The proposed maximum offering
price per share
represents the weighted average of the (i) weighted average
exercise price per
share, with respect to shares subject to outstanding options that
were granted
at fair market value, and (ii) average of the high and low price
per share of
that class on the Nasdaq National Market on September 26, 1997,
with respect to
shares that are not subject to outstanding options.
</TABLE>
<PAGE>
The purpose of this Registration Statement on Form S-8 is to
register
additional shares of the common stock, par value $.01 per share,
of Bay View
Capital Corporation (the "Company"), authorized for issuance
under the
Company's Amended and Restated 1995 Stock Option and Incentive
Plan (the
"Plan"). The contents of the Company's previously filed
Registration Statement
on Form S-8 (File No. 33-95726) relating to the Plan (the
"Initial Registration
Statement") are incorporated herein by reference, except for Item
8 of Part II
of the Initial Registration Statement. Requests for items
incorporated by
reference pursuant to Item 3 of Part II of the Initial
Registration Statement
(incorporated herein by reference) should be directed to Robert
J. Flax,
Executive Vice President, General Counsel and Secretary, 1840
Gateway Drive,
San Mateo, California 94404, telephone number (415) 573-7300.<PAGE>
<PAGE>
Item 8. Exhibits.
---------
<TABLE>
<CAPTION>
Regulation
S-K Reference to Prior
Exhibit Filing or Exhibit
Number Document Number Attached
Hereto
---------- -------------------- ----------------------
<C> <S> <C>
4 Instruments Defining
the Rights of Securities
Holders, Including
Indentures:
(1) Certificate of *
Incorporation of Bay View
Capital Corporation
(2) Bylaws of Bay View **
Capital Corporation
(3) Specimen form of ***
common stock certificate
of Bay View Capital
Corporation
(4) Stockholder Protection ****
Rights Agreement, dated
July 31, 1991 (the "Rights
Agreement")
(5) First Amendment to the ****
Rights Agreement, dated
February 25, 1993
(6) Form of Rights Certificate ****
and of Election to Exercise
(included as Exhibit A
to the Rights Agreement)
(7) Bay View Capital Corporation *****
Amended and Restated 1995
Stock Option and Incentive
Plan
5 Opinion of Silver, Attached as
Freedman & Taff, L.L.P. Exhibit 5
15 Letter re unaudited financial
information. Not Applicable
23.1 Consent of Silver,
Freedman & Taff, L.L.P.
<PAGE>
(Included in Exhibit 5) Contained in Exhibit 5
23.2 Consent of Deloitte &
Touche LLP Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature
Page
* Filed as an exhibit to the Company's Registration Statement
on
Form S-3 (File No. 333-29757) dated June 20, 1997 and hereby
incorporated by reference in accordance with Item 601 of
Regulation S-K.
** Filed as an exhibit to the Company's Current Report on
Form 8-K (File No. 0-17901) dated January 10, 1994 and
hereby incorporated by reference in accordance with Item 601
of Regulation S-K.
*** Filed as an exhibit to the Company's Registration Statement
on
Form S-8 (File No. 33-41924) dated July 23, 1991 and hereby
incorporated by reference in accordance with Item 601 of
Regulation S-K.
****Filed as an exhibit to the Company's Registration Statement
on
Form 8-A (the second amendment to the Company's Form 8-A
filed
on August 6, 1990) (File No. 0-17901) dated March 8, 1993
and
hereby incorporated by reference in accordance with Item 601
of Regulation S-K.
*****Filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1996, as amended
on Form 10-K on June 27, 1997 and hereby incorporated by
reference in accordance with Item 601 of Regulation S-K.
/TABLE
<PAGE>
<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-8 and has duly caused this
Registration
Statement to be signed on its behalf by the undersigned,
thereunto duly
authorized in the City of San Mateo, State of California, on
October 1,
1997.
BAY VIEW CAPITAL CORPORATION
By:/s/ Edward H. Sondker
-----------------------------
Edward H. Sondker, President,
Chief Executive Officer
(Duly Authorized Representative)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears
below constitutes and appoints Edward H. Sondker his/her true and
lawful
attorney-in-fact and agent, with full power of substitution and
re-substitution, for him/her and in his/her 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 all other documents in connection
therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in- fact and
agent full power and authority to do and perform each and every
act and thing
requisite and necessary to be done, as fully to all intents and
purposes as
he/she might or could do in person, hereby ratifying and
confirming all said
attorney-in-fact and agent or his substitutes or substitute may
lawfully 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 below by the following
persons in the
capacities and on the dates indicated.
<PAGE>
<PAGE>
By:/s/ Edward H. Sondker By:/s/ John R. McKean
-------------------------- -----------------------------
Edward H. Sondker, John R. McKean, Chairman of
President, Chief the Board
Executive Officer and
Director (Principal
Executive Officer)
Date: October 1, 1997 Date: October 1, 1997
------------------------ ---------------------------
By:/s/David A. Heaberlin By:/s/ Paula R. Collins
-------------------------- -----------------------------
David A. Heaberlin, Paula R. Collins, Director
Executive Vice President and
Chief Financial Officer
(Principal Accounting and
Financial Officer)
Date: October 1, 1997 Date: October 1, 1997
------------------------- ---------------------------
By:/s/ Roger K. Easley By:/s/ Angelo J. Siracusa
-------------------------- ------------------------------
Roger K. Easley, Director Angelo J. Siracusa, Director
Date: October 1, 1997 Date: October 1, 1997
------------------------ ---------------------------
By:/s/ Thomas M. Foster By:/s/ Richard J. Quinlan
-------------------------- -----------------------------
Thomas M. Foster, Director Richard J. Quinlan, Director
Date: October 1, 1997 Date: October 1, 1997
-------------------------- --------------------------
By:/s/ Robert L. Witt By:/s/ W. Blake Winchell
-------------------------- -----------------------------
Robert L. Witt, Director W. Blake Winchell, Director
Date: October 1, 1997 Date: October 1, 1997
------------------------ ---------------------------
<PAGE>
[LETTERHEAD OF SILVER, FREEDMAN & TAFF, L.L.P.]
October 1, 1997
Board of Directors
Bay View Capital Corporation
1840 Gateway Drive
San Mateo, California 94404
Members of the Board:
We have acted as counsel to Bay View Capital Corporation (the
"Company") in
connection with the preparation and filing with the Securities
and Exchange
Commission of a registration statement on Form S-8 under the
Securities Act of
1933 (the "Registration Statement") relating to 1,750,000 shares
of the
Company's common stock, par value $.01 per share (the "Common
Stock"), to be
offered pursuant to the Company's Amended and Restated 1995 Stock
Option and
Incentive Plan (the "Plan").
In this connection, we have reviewed originals or copies,
certified or
otherwise identified to our satisfaction, of the Company's
Certificate of
Incorporation, Bylaws, resolutions of its Board of Directors and
such other
documents and corporate records as we have deemed appropriate for
the purpose
of rendering this opinion.
Based upon the foregoing, it is our opinion that the shares
of Common Stock
to be offered by the Company will be, when and if issued, sold
and paid for as
contemplated by the Plan, legally issued, fully paid and
non-assessable shares
of Common Stock of the Company.
We hereby consent to the inclusion of our opinion as Exhibit
5 of this
Registration Statement and the reference to our firm in the
Prospectus. In
giving this consent, we do not admit that we are within the
category of persons
whose consent is required under Section 7 of the Securities Act
of 1933, as
amended, or the rules and regulations of the Securities and
Exchange Commission
thereunder.
Very truly yours,
/s/ Silver, Freedman & Taff, L.L.P.
SILVER, FREEDMAN & TAFF, L.L.P.<PAGE>
<PAGE>
[LETTERHEAD OF DELOITTE & TOUCHE LLP]
Members of the Board of Directors:
We consent to the incorporation by reference in this
Registration Statement
on Form S-8 of Bay View Capital Corporation (the "Company") of
our report
dated January 24, 1997 (June 2, 1997 as to paragraphs 3, 4 and 5
of Note 24)
appearing in the Annual Report on Form 10-K/A of Bay View Capital
Corporation
for the year ended December 31, 1996.
/s/ DELOITTE & TOUCHE LLP
San Francisco, California
September __, 1997
