As filed with the Securities and Exchange Commission on August 10, 2004 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SILICON VALLEY BANCSHARES
(Exact name of registrant as specified in its charter)
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Delaware |
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91-1962278 |
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(State of Incorporation) |
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(I.R.S. Employer Identification No.) |
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3003 Tasman Drive, Santa Clara, California 95054 |
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(Address of principal executive offices) |
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1997 Equity Incentive Plan |
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(Full title of the plans) |
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Kenneth P. Wilcox |
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(Name, address, including zip code, and telephone number, including area code, of agent for service) |
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Copies to:
Derek Witte, Esq.
Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054
(408) 654-7400
CALCULATION OF REGISTRATION FEE
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Title
of Securities |
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Amount to be Registered |
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Proposed Maximum |
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Proposed Maximum |
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Amount of |
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Common Stock (par value $.001 per share) |
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1,500,000 shares |
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$ |
32.775 |
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$ |
49,162,500 |
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$ |
6,228.89 |
(1) This Registration Statement shall cover any additional shares of Common Stock which become issuable under the Plan set forth herein by reason of any stock dividend, stock split, recapitalization or any other similar transaction without receipt of consideration which results in an increase in the number of shares of the Registrant’s outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The price per share and aggregate offering price are based upon the average of the high and low prices of Registrant’s Common Stock as reported on the Nasdaq National Market on August 9, 2004, for shares available for future grant under the Company’s 1997 Equity Incentive Plan.
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INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 NO. 333-28185 AND THE POST
EFFECTIVE AMENDMENT NO. 1 THERETO AND THE CONTENTS OF
REGISTRATION STATEMENTS ON FORM S-8 NO. 333-39680, NO. 333-59590,
NO. 333-92410, and NO. 333-108434.
The contents of Registration Statement on Form S-8 No. 333-28185 filed with the Securities and Exchange Commission on May 30, 1997 and Post Effective Amendment No. 1 to Form S-8 No. 33-28185 filed with the Securities and Exchange Commission on April 28, 1999, and the contents of Registration Statements on Form S-8 No. 333-39680, No. 333-59590, No. 333-92410 and No. 333-108434 filed with the Securities and Exchange Commission on June 20, 2000, April 26, 2001, July 15, 2002, and September 2, 2003 respectively, are incorporated by reference herein.
EXHIBITS
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Exhibit |
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Description |
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5.1 |
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Opinion of Derek Witte, Esq., General Counsel |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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23.2 |
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Consent of Derek Witte, Esq., General Counsel, is contained in Exhibit 5.1 to this Registration Statement |
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24.1 |
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Power of Attorney is contained on the signature pages |
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99.1 |
(1) |
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1997 Equity Incentive Plan |
(1) Incorporated by reference from the exhibit with corresponding title from Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, filed August 9, 2004.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Santa Clara, State of California, on August 10, 2004.
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SILICON VALLEY BANCSHARES |
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By: |
/s/ DONAL D. DELANEY |
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DONAL D. DELANEY |
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Controller |
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(Principal Accounting Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Derek Witte, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or 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 other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
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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 dates indicated.
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Signature |
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Title |
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Date |
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/s/ KENNETH P. WILCOX |
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President, Chief Executive |
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August 10, 2004 |
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KENNETH P. WILCOX |
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/s/ JACK JENKINS-STARK |
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Chief Financial Officer |
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August 10, 2004 |
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JACK JENKINS-STARK |
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/s/ DONAL D. DELANEY |
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Controller |
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August 10, 2004 |
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DONAL D. DELANEY |
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/s/ ALEX W. HART |
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Chairman of the Board |
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August 10, 2004 |
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ALEX W. HART |
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/s/ JAMES F. BURNS, JR. |
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Director |
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August 10, 2004 |
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JAMES F. BURNS, JR. |
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/s/ G. FELDA HARDYMON |
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Director |
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August 10, 2004 |
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G. FELDA HARDYMON |
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/s/ JAMES R. PORTER |
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Director |
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August 10, 2004 |
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JAMES R. PORTER |
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/s/ MICHAELA K. RODENO |
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Director |
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August 10, 2004 |
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MICHAELA K. RODENO |
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/s/ LARRY W. SONSINI |
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Director |
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August 10, 2004 |
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LARRY W. SONSINI |
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5
EXHIBIT INDEX
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Exhibit |
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Description |
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5.1 |
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Opinion of Derek Witte, Esq., General Counsel |
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23.1 |
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Consent of Independent Registered Public Accounting Firm |
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23.2 |
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Consent of Derek Witte, Esq., General Counsel, is contained in Exhibit 5.1 to this Registration Statement |
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24.1 |
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Power of Attorney is contained on the signature pages |
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99.1 |
(1) |
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1997 Equity Incentive Plan |
(1) Incorporated by reference from the exhibit with corresponding title from Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2004, filed August 9, 2004.
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