As filed with the Securities and Exchange Commission on February 6, 2006
Registration No. 333-98943 and
Registration No. 333-30915
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 of Incorporation or Organization) |
(IRS Employer Identification No.) |
GREATER BAY BANCORP
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
1900 University Avenue, 6th Floor
East Palo Alto, California 94303
(650) 813-8200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Linda M. Iannone, Esq.
General Counsel
Greater Bay Bancorp
1900 University Avenue, 6th Floor
East Palo Alto, California 94303
(650) 838-6109
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William T. Quicksilver, Esq.
Manatt Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064
(310) 312-4000
EXPLANATORY NOTE—DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 (Nos. 333-30915 and 333-98943) (collectively, the “Registration Statement”) of Greater Bay Bancorp is being filed pursuant to Rule 478(a)(4) of the Securities Act of 1933, as amended, to de-register all securities registered pursuant to the Registration Statement but unissued as of the filing date hereof. The Employee Stock Purchase Plan, which is the subject of the Registration Statement was terminated by Greater Bay Bancorp on September 30, 2005.
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 Post-Effective Amendment No. 1 to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of East Palo Alto, State of California, on February 6, 2006.
| GREATER BAY BANCORP | ||
| By: | /s/ BYRON A. SCORDELIS | |
| Byron A. Scordelis | ||
| President and Chief Executive Officer | ||
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.
| Signature |
Title |
Date | ||
| /s/ BYRON A. SCORDELIS Byron A. Scordelis |
President, Chief Executive Officer and Director (Principal Executive Officer) |
February 6, 2006 | ||
| /s/ JAMES S. WESTFALL James S. Westfall |
Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
February 6, 2006 | ||
| /s/ KAMRAN HUSAIN Kamran Husain |
Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
February 6, 2006 | ||
| /s/ FREDERICK J. DE GROSZ Frederick J. de Grosz |
Director |
February 6, 2006 | ||
| /s/ JOHN M. GATTO John M. Gatto |
Director |
February 6, 2006 | ||
| /s/ DAVID L. KALKBRENNER David L. Kalkbrenner |
Director |
February 6, 2006 | ||
| /s/ ROBERT B. KAPLAN Robert B. Kaplan |
Director |
February 6, 2006 | ||
| /s/ DANIEL G. LIBARLE Daniel G. Libarle |
Director |
February 6, 2006 | ||
Arthur K. Lund |
Director |
, 2006 | ||
| /s/ GEORGE M. MARCUS George M. Marcus |
Director |
February 6, 2006 | ||
| /s/ DUNCAN L. MATTESON Duncan L. Matteson |
Director |
February 6, 2006 | ||
| /s/ GLEN MCLAUGHLIN Glen McLaughlin |
Director |
February 6, 2006 | ||
| /s/ LINDA R. MEIER Linda R. Meier |
Director |
February 6, 2006 | ||
| /s/ THOMAS E. RANDLETT Thomas E. Randlett |
Director |
February 6, 2006 | ||
| /s/ DONALD H. SEILER Donald H. Seiler |
Director |
February 6, 2006 | ||
| /s/ JAMES C. THOMPSON James C. Thompson |
Director |
February 6, 2006 | ||