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As filed with the Securities and Exchange Commission on December 13, 1999
Registration No. 333-
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UNITED STATES
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
incorporation or organization) Identification No.)
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
Executive Vice President, General Counsel and Secretary
Bay View Capital Corporation
1840 Gateway Boulevard
San Mateo, California 94404
(Name and address of agent for service)
(650) 312-7200
(Telephone number, including area code, of agent for service)
Copy of all communications to:
CHRISTOPHER R. KELLY, P.C.
DANIEL C. HOLDGREIWE, ESQ.
Silver, Freedman & Taff, L.L.P.
(a limited liability partnership including professional corporations)
1100 New York Avenue, N.W.
Washington, D.C. 20005
(202) 414-6100
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum Amount of
Title of Securities Amount to be offering price aggregate registration
to be registered registered per share offering price fee (1)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 per 500,000 shares $15.72 $7,860,000 $2,075.04
share
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</TABLE>
(1) Estimated in accordance with Rule 457(h), solely for the purpose of
calculating the Registration Fee, at $15.72 per share, which was the
average of the high and low sales price of the common stock of Bay View
Capital Corporation on the New York Stock Exchange on December 9, 1999.
<PAGE>
INCORPORATION BY REFERENCE
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 ("Bay View"), authorized for issuance under Bay View's
Amended and Restated 1995 Stock Option and Incentive Plan (the "Plan"). The
contents of Bay View's previously filed Registration Statement on Form S-8 (File
No. 333-37031) relating to the Plan are incorporated herein by reference.
REQUIRED OPINIONS AND CONSENTS
5 Opinion and consent of Silver, Freedman & Taff, L.L.P.
23.1 Consent of KPMG LLP with respect to Bay View Capital
Corporation
23.2 Consent of KPMG LLP with respect to Franchise Mortgage
Acceptance Company
23.3 Consent of Deloitte & Touche LLP with respect to Bay View
Capital Corporation
23.4 Consent of Silver, Freedman & Taff, L.L.P. (included in
Exhibit 5)
24 Power of attorney (included on signature page)
II-1
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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 December 10, 1999.
BAY VIEW CAPITAL CORPORATION
By: /s/ Edward H. Sondker
--------------------------------
Edward H. Sondker, President and
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, as such person's true and
lawful attorney-in-fact and agent, with full power of substitution and
re-substitution, for such person and in such person's, 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 such
person might or could do in person, hereby ratifying and confirming the said
attorney-in-fact and agent or his substitute or substitutes 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 by the following persons in the
capacities and on the date indicated.
/s/ Edward H. Sondker Date: December 10, 1999
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Edward H. Sondker
President, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ David A. Heaberlin Date: December 10, 1999
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David A. Heaberlin
Executive Vice President and Chief
Financial Officer (Principal
Financial Officer)
/s/ Scott H. Ray Date: December 10, 1999
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Scott H. Ray, Senior Vice President
and Controller (Principal
Accounting Officer)
II-2
<PAGE>
/s/ John R. McKean Date: December 10, 1999
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John R. McKean, Director
Date:
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Stephen T. McLin, Director
Date:
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W. Blake Winchell, Director
Date:
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Robert M. Greber, Director
/s/ Paula R. Collins Date: December 10, 1999
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Paula R. Collins, Director
Date:
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Thomas M. Foster, Director
/s/ George H. Krauss Date: December 10, 1999
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George H. Krauss, Director
/s/ Wayne L. Knyal Date: December 10, 1999
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Wayne L. Knyal, Director
II-3
EXHIBIT 5
[Letterhead of Silver, Freedman & Taff, L.L.P.]
December 10, 1999
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 ("Bay View") 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 500,000 shares of Bay View's
common stock, par value $0.01 per share (the "Common Stock"), offered pursuant
to Bay View's Amended and Restated 1995 Stock Option and Incentive Plan (the
"Plan"). In this connection, we have reviewed the Plan, Bay View's Certificate
of Incorporation, its Bylaws, and resolutions of its Board of Directors.
Based upon the foregoing, it is our opinion that the shares of Common
Stock covered by the Registration Statement will, when and if issued and paid
for in accordance with the Plan, be legally issued, fully paid and
non-assessable shares of Common Stock of Bay View.
We hereby consent to the inclusion of our opinion as Exhibit 5 of this
Registration Statement on Form S-8. 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.
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Bay View Capital Corporation:
We consent to the incorporation by reference in the registration statement on
Form S-8 (Bay View Capital Corporation Amended And Restated 1995 Stock Option
And Incentive Plan) of Bay View Capital Corporation of our report dated January
19, 1999, except as to footnote 24, which is as of March 11, 1999, relating to
the consolidated statement of financial condition of Bay View Capital
Corporation and subsidiaries as of December 31, 1998, and the related
consolidated statements of income and comprehensive income, stockholders' equity
and cash flows for the year then ended, which report appears in the December 31,
1998 annual report on Form 10-K/A of Bay View Capital Corporation.
/s/ KPMG LLP
San Francisco, California
December 10, 1999
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the registration statement on
Form S-8 of Bay View Capital Corporation of our report dated January 19, 1999,
except as to notes 22, 23, and 20 to the consolidated financial statements,
which are as of February 16, 1999, March 10, 1999, and March 29, 1999,
respectively, with respect to the consolidated balance sheets of Franchise
Mortgage Acceptance Company as of December 31, 1998 and 1997, and the related
consolidated statements of income, changes in stockholders' or members' equity
and cash flows for each of the years in the three-year period ended December 31,
1998, which report appears in the December 31, 1998 annual report on Form 10-K,
as amended by Form 10-K/A dated April 22, 1999, of Franchise Mortgage Acceptance
Company.
/s/ KPMG LLP
Los Angeles, California
December 10, 1999
EXHIBIT 23.3
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 26, 1998,
appearing in the Annual Report on Form 10-K of Bay View Capital Corporation for
the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE
San Francisco, California
December 10, 1999
