As filed with the Securities and Exchange Commission on May 11, 2006
Registration No. 333-96909
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Greater Bay Bancorp
(Exact name of registrant as specified in its charter)
California
(State or other jurisdiction of incorporation or organization)
77-0387041
(I.R.S. Employer Identification No.)
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 office)
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.
Craig D. Miller, Esq.
Manatt, Phelps & Phillips, LLP
11355 West Olympic Boulevard
Los Angeles, California 90064-1614
Telephone: (310) 312-4000
Approximate date of commencement of proposed sale to public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 2 to the Registration State on Form S-3 (File No. 333-96909) initially filed with the Securities and Exchange Commission on July 22, 2002 (the “Registration Statement”) is being filed by Greater Bay Bancorp to deregister the $312,877,000 Zero Coupon Senior Convertible Contingent Debt Securities (“CODES”) (and the common stock underlying such CODES). The Registrant’s obligation to maintain the Registration Statement effectiveness has terminated as a result of the retirement of all of the outstanding CODES. By filing this Post-Effective Amendment No. 2 to the Registration Statement on Form S-3, the Registrant hereby deregisters any and all CODES, and as a result of such deregistration, no securities remain registered for sale pursuant to the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has duly caused this Post-effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-96909) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of East Palo Alto, State of California, on May 11, 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 and Chief Executive Officer |
May 11, 2006 | ||
| /s/ James S. Westfall James S. Westfall |
Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
May 11, 2006 | ||
| /s/ Kamran F. Husain Kamran F. Husain |
Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer) |
May 11, 2006 | ||
| /s/ Frederick J. de Grosz Frederick J. de Grosz |
Director |
May 11, 2006 | ||
| /s/ John M. Gatto John M. Gatto |
Director |
May 11, 2006 | ||
| /s/ Robert B. Kaplan Robert B. Kaplan |
Director |
May 11, 2006 | ||
| /s/ Daniel C. Libarle Daniel C. Libarle |
Director |
May 11, 2006 | ||
| /s/ Arthur K. Lund Arthur K. Lund |
Director |
May 11, 2006 | ||
| /s/ George M. Marcus George M. Marcus |
Director |
May 11, 2006 | ||
| /s/ Duncan L. Matteson Duncan L. Matteson |
Director |
May 11, 2006 | ||
| /s/ Glen McLaughlin Glen McLaughlin |
Director |
May 11, 2006 | ||
| /s/ Linda R. Meier Linda R. Meier |
Director |
May 11, 2006 | ||
| Signature |
Title |
Date | ||
| /s/ Thomas E. Randlett Thomas E. Randlett |
Director |
May 11, 2006 | ||
| /s/ Donald H. Seiler Donald H. Seiler |
Director |
May 11, 2006 | ||
| /s/ James C. Thompson James C. Thompson |
Director |
May 11, 2006 | ||