As filed with the Securities and Exchange Commission on December 27, 2001.
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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
GREATER BAY BANCORP
(Exact name of registrant as specified in its charter)
California 77-0387041
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
2860 West Bayshore Road
Palo Alto, California 94303
(Address of principal executive offices) (Zip Code)
1996 Stock Option Plan, as amended
(Full title of plan)
Linda M. Iannone
General Counsel
Greater Bay Bancorp
400 Emerson Street, 3rd Floor
Palo Alto, California 94301
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (650) 614-5734
WITH A COPY TO:
William T. Quicksilver, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
Calculation of Registration Fee
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Title of Amount Proposed Maximum Amount
Securities to to be Offering Price Aggregate of
Be registered registered Per Unit Offering price registration fee
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Common stock,
no par value (1) 4,000,000 $ 28.94(2) $115,760,000 $27,667
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1 Includes one attached Preferred Share Purchase Right per share. In addition,
pursuant to Rule 416(c) under the Securities Act of 1933, 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 Calculated pursuant to Rule 457(c) based upon the average of the high and low
prices of the Common Stock as reported on the National Association of Securities
Dealers Automated Quotation System on December 24, 2001.
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Pursuant to General Instruction E of Form S-8, this Registration Statement
covers additional securities registered for issuance under the Greater Bay
Bancorp 1996 Stock Option Plan, as amended. The contents of prior Registration
Statements on Form S-8 of Greater Bay Bancorp relating to such plan, 333-47747,
333-16967 and 333-37722 are incorporated herein by reference.
The following documents filed by Greater Bay Bancorp (the "Registrant") with the
Securities and Exchange Commission (the "Commission") are incorporated in this
Registration Statement by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2000, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and the
Registrant's latest prospectus filed pursuant to Rule 424(b) under the
Securities Act of 1933 that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(b) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by
the document referred to in (a) above.
(c) The descriptions of the class of securities offered hereby which
is contained in a Registration Statement on Form 8-A dated October 27, 1994,
setting forth a description of the Registrant's common stock, and a Registration
Statement on Form 8-A dated November 23, 1998, setting forth a description of
the Registrant's preferred share purchase rights, filed under the Exchange Act,
including any amendment or report filed for the purpose of updating such
descriptions.
All other documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicate that all securities offered have been sold or which deregisters
all securities then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Any statement made in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which is also
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of common stock to be issued under the
terms of the Greater Bay Bancorp 1996 Stock Option Plan, as amended, will be
passed upon for the Registrant by Linda M. Iannone, Senior Vice President and
General Counsel of the Registrant. As of the date of this document, Ms. Iannone
owned 1,452 shares of the Registrant's common stock and held options to purchase
74,300 shares of such stock.
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Item 8. EXHIBITS.
Exhibit No. Exhibit
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4.1 Rights Agreement./1/
4.2 Junior Subordinated Indenture dated as of March 31, 1997
between Greater Bay Bancorp and Wilmington Trust
Company, as trustee./2/
4.3 Amended and Restated Trust Agreement of GBB Capital I,
among Greater Bay Bancorp, Wilmington Trust Company and
the Administrative Trustees named therein dated as of
March 31, 1997./2/
4.3.1 Appointment of Successor Administrative Trustee and
First Amendment to Amended and Restated Trust
Agreement./3/
4.4 Trust Preferred Certificate of GBB Capital I./2/
4.5 Guarantee Agreement between Greater Bay Bancorp and
Wilmington Trust Company, dated as of March 31, 1997./2/
4.6 Agreement as to Expenses and Liabilities, dated as of
March 31, 1997./2/
4.7 Indenture between Greater Bay Bancorp and Wilmington
Trust Company, as Debenture Trustee, dated as of August
12, 1998./4/
4.8 Amended and Restated Trust Agreement of GBB Capital II,
among Greater Bay Bancorp, Wilmington Trust Company and
the Administrative Trustees named therein dated as of
August 12, 1998./4/
4.9 Common Securities Guarantee Agreement of Greater Bay
Bancorp, dated as of August 12, 1998./4/
4.10 Series B Capital Securities Guarantee Agreement between
Greater Bay Bancorp and Wilmington Trust Company, dated
as of November 27, 1998./3/
4.11 Securities Purchase Agreement, dated as of December 21,
1999, between Greater Bay Bancorp and the investors
identified therein./5/
4.12 Registration Rights Agreement, dated as of December 22,
1999, between Greater Bay Bancorp and the investors
identified therein./5/
4.13 Securities Purchase Agreement, dated as of March 22,
2000, by and between Greater Bay Bancorp and the
investors identified therein./6/
4.14 Registration Rights Agreement dated as of March 23,
2000, by and between Greater Bay Bancorp and the
investors identified therein./6/
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4.15 Amended and Restated Declaration of Trust of GBB
Capital III, dated as of March 23, 2000./7/
4.16 Indenture, dated as of March 23, 2000, between Greater
Bay Bancorp and The Bank of New York, as trustee./7/
4.17 Guarantee Agreement, dated as of March 23, 2000, by and
between Greater Bay Bancorp and The Bank of New York, as
trustee./7/
4.18 Amended and Restated Declaration of Trust of GBB Capital
IV, dated as of May 19, 2000./8/
4.19 Indenture, dated as of May 19, 2000, between Greater Bay
Bancorp and Wilmington Trust Company, as trustee./8/
4.20 Common Securities Guarantee Agreement, dated as of May
19, 2000 between Greater Bay Bancorp and Wilmington
Trust Company, as trustee./8/
4.21 Capital Securities Guarantee Agreement, dated as of
November 20, 2000, between Greater Bay Bancorp and
Wilmington Trust Company, as trustee./9/
4.22 Form of Amended and Restated Declaration of Trust of GBB
Capital V./10/
4.23 Form of Indenture between Greater Bay Bancorp and
Wilmington Trust Company, as trustee./10/
4.24 Form of Capital Securities Guarantee Agreement./10/
4.25 Form of Common Securities Guarantee Agreement./10/
4.26 Amended and Restated Declaration of Trust of GBB Capital
VI dated July 16, 2001./10/
4.27 Indenture dated as of July 16, 2001 between Greater Bay
Bancorp and the Bank of New York, as trustee./10/
4.28 Guarantee Agreement, dated as of July 16, 2001 between
Greater Bay Bancorp and the Bank of New York, as
trustee./10/
5.1 Opinion of Linda M. Iannone, General Counsel of Greater
Bay Bancorp.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Linda M. Iannone (included in Exhibit 5.1).
24.1 A power of attorney is set forth on the signature page
of the Registration Statement.
99.1 Greater Bay Bancorp 1996 Stock Option Plan, as amended.
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1. Incorporated by reference from Greater Bay Bancorp's Form 8-A12G filed with
the SEC on November 25, 1998.
2. Incorporated by reference from Greater Bay Bancorp's Current Report on Form
8-K dated June 5, 1997.
3. Incorporated by reference from Greater Bay Bancorp's 1998 Annual Report on
Form 10-K filed with the SEC on February 17, 1999.
4. Incorporated by reference from Greater Bay Bancorp's Current Report on Form
8-K filed with the SEC on August 28, 1998.
5. Incorporated by reference from Greater Bay Bancorp's Current Report on Form
8-K filed with the SEC on December 28, 1999.
6. Incorporated by reference from Greater Bay Bancorp's Current Report on Form
8-K filed with the SEC on March 24, 2000.
7. Incorporated by reference from Greater Bay Bancorp's Quarterly Report on
Form 10-Q filed with the SEC on May 12, 2000.
8. Incorporated by reference from Greater Bay Bancorp's Quarterly Report on
Form 10-Q filed with the SEC on August 1, 2000.
9. Incorporated by reference from Greater Bay Bancorp's Annual Report on Form
10-K filed with the SEC on February 1, 2001.
10. Incorporated by reference from Greater Bay Bancorp's Registration
Statement on Form S-3 (File Nos. 333-65772 and 333-65772-01) filed with the
SEC on July 25, 2001.
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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 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 December 27,
2001.
GREATER BAY BANCORP
By /s/ David L. Kalkbrenner
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David L. Kalkbrenner,
President
and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David L. Kalkbrenner and Steven C. Smith,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign any or all 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 in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent, or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and on the date indicated.
Signature Title Date
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/s/ David L. Kalkbrenner President and Chief Executive December 27, 2001
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David L. Kalkbrenner Officer (Principal
Executive Officer),
Director
/s/ Steven C. Smith Executive Vice President, Chief December 27, 2001
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Steven C. Smith Administrative Officer and
Chief Financial Officer
(Principal Financial
Officer, Principal
Accounting Officer)
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/s/ Robert A. Archer Director December 27, 2001
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Robert A. Archer
/s/ John M. Gatto Director December 27, 2001
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John M. Gatto
/s/ John J. Hounslow Director December 27, 2001
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John J. Hounslow
/s/ James E. Jackson Director December 27, 2001
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James E. Jackson
/s/ Stanley A. Kangas Director December 27, 2001
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Stanley A. Kangas
/s/ Daniel Libarle Director December 27, 2001
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Daniel Libarle
/s/ Rex D. Lindsay Director December 27, 2001
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Rex D. Lindsay
/s/ Arthur K. Lund Director December 27, 2001
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Arthur K. Lund
/s/ George M. Marcus Director December 27, 2001
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George M. Marcus
/s/ Duncan L. Matteson Director December 27, 2001
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Duncan L. Matteson
/s/ Glen McLaughlin Director December 27, 2001
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Glen McLaughlin
Director December __, 2001
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Linda R. Meier
/s/ Rebecca Q. Morgan Director December 27, 2001
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Rebecca Q. Morgan
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/s/ Dick J. Randall Director December 27, 2001
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Dick J. Randall
/s/ Donald H. Seiler Director December 27, 2001
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Donald H. Seiler
/s/ Warren R. Thoits Director December 27, 2001
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Warren R. Thoits
/s/ James Thompson Director December 27, 2001
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James Thompson
/s/ Thaddeus John Whalen Director December 27, 2001
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Thaddeus John Whalen