<PAGE>
As filed with the Securities and Exchange Commission on
October 2, 1997
Registration No. 333-
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=========================
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
BAY VIEW BANK
STOCK IN LIEU OF CASH COMPENSATION
PLAN FOR NON-EMPLOYEE DIRECTORS
(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 400,000 shares $27.875 $11,150,000
$3,379
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===========
(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, at $27.875 per share, which was the average
of the high and low prices
of the Bay View Capital Corporation common stock on September
26, 1997, as reported on
the Nasdaq National Market.
</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.
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<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.
<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
------------------------ ---------------------------
</TABLE>
<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 400,000 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), to be
offered pursuant to the Bay View Capital Corporation Bay View
Bank Stock in Lieu of Cash Compensation Plan for Non-Employee
Directors (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>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this
Registration Statement of Bay View Capital Corporation on Form
S-8 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 29, 1997
