As filed with the Securities and Exchange Commission on August , 2001
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Greater Bay Bancorp
(Exact name of registrant as specified in its charter)
GBB Capital V
(Exact name of co-registrant as specified in its charter)
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California Delaware
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
77-0387041 77-0575138
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
2860 West Bayshore Road 2860 West Bayshore Road
Palo Alto, California 94303 Palo Alto, California 94303
(650) 813-8200 (650) 813-8200
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, including number, including
area code, of registrant's principal executive area code, of co-registrant's principal
office) executive office)
LINDA M. IANNONE
General Counsel
Greater Bay Bancorp
2860 West Bayshore Road
Palo Alto, California 94303
(650) 813-8200
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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Copies to:
WILLIAM T. QUICKSILVER, ESQ. LEE MEYERSON, ESQ.
Manatt, Phelps & Phillips, LLP DANIEL CLIVNER, ESQ.
11355 West Olympic Boulevard Simpson Thacher & Bartlett
Los Angeles, California 90064 10 Universal City Plaza, Suite 1850
Telephone: (310) 312-4000 Los Angeles, California 91608
Telephone: (818) 755-7000
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Approximate date of commencement of proposed sale to public: As soon as
practicable after this Registration Statement becomes effective.
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. [X] 333-65772 and 333-65772-01
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
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Proposed
Maximum Proposed Maximum Amount of
Title of Each Class of Amount to be Offering Price Aggregate Offering Registration
Securities to be Registered Registered(1)(6) Per Unit(2) price fee(6)
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Capital Securities of GBB Capital
V............................. . 690,000 shares $25 $17,250,000 $4,312.50
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Junior Subordinated Debentures of
Greater Bay Bancorp(3).......... -- -- -- --
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Guarantee of Greater Bay Bancorp
with respect to Capital Securi-
ties(4)......................... -- -- -- --
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Total(5)......................... 690,000 shares $25 $17,250,000 $4,312.50
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(1) Includes 90,000 shares subject to the underwriters' over-allotment
options.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(a) under the Securities Act of 1933, as amended.
(3) The junior subordinated debentures will be purchased by GBB Capital V in
exchange for the capital securities. These securities may later be
distributed for no additional consideration to the holders of the capital
securities of GBB Capital V under specific circumstances.
(4) No separate consideration will be received for the Greater Bay Bancorp
guarantee.
(5) This Registration Statement is deemed to cover the junior subordinated
debentures of Greater Bay Bancorp, the rights of holders of junior
subordinated debentures of Greater Bay Bancorp under the indenture, the
rights of holders of capital securities of GBB Capital V under the trust
agreement and the rights of holders of the capital securities under the
guarantee agreement entered into by Greater Bay Bancorp and specific
backup undertakings as described herein. which taken together, fully,
irrevocable and unconditionally guarantee all of the obligations of GBB
Capital V under the capital securities.
(6) The Registrants previously registered an aggregate of $86,250,000 worth of
capital securities on a Registration Statement of Form S-3 (Registration
Number 333-65772 and 333-65772-01), for which a filing fee of $21,562.50
was paid upon the filing of such Registration Statement. The Registrants
have instructed a bank to transmit by wire transfer the filing fee to the
Securities and Exchange Commission. The Registrant will not revoke such
instruction, and they have sufficient funds in such account to cover the
amount of the registration fee.
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EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed with the Securities and Exchange
Commission pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. This Registration Statement relates to the public offering by of
the Registrants contemplated by the Registration Statement on Form S-3, File
Nos. 333-65772 and 333-65772-01, originally filed with the Securities and
Exchange Commission on July 25, 2001 (including exhibits thereto), as amended
by Amendment No. 1 filed August 3, 2001 (including exhibits thereto), and
Amendment No. 2 filed August 6, 2001 (including exhibits thereto), and declared
effective on August 14, 2001 (collectively, the "Prior Registration
Statement"), and is being filed for the sole purpose of registering additional
securities of the same class as were included in the Prior Registration
Statement. The contents of the Prior Registration Statement are hereby
incorporated by reference.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrants have duly caused this Registration Statement on Form S-3 to be
signed on their behalf by the undersigned, thereunto duly authorized, in the
City of Palo Alto, California on August 14, 2001.
GREATER BAY BANCORP
/s/ David L. Kalkbrenner
By: _________________________________
David L. Kalkbrenner
President and Chief Executive
Officer
GBB CAPITAL V
/s/ Steven C. Smith
By: _________________________________
Steven C. Smith
Administrative Trustee
/s/ Shawn E. Saunders
By: _________________________________
Shawn E. Saunders
Administrative Trustee
/s/ Christopher Plummer
By: _________________________________
Christopher Plummer
Administrative Trustee
II-1
Pursuant to the requirements of the Securities Act of 1933, as amended this
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ David L. Kalkbrenner President, Chief Executive August 14, 2001
____________________________________ Officer and Director
David L. Kalkbrenner (Principal Executive
Officer)
/s/ Steven C. Smith Executive Vice President, August 14, 2001
____________________________________ Chief Administrative
Steven C. Smith Officer and Chief Financial
Officer (Principal
Financial and Accounting
Officer)
* Director August 14, 2001
____________________________________
John M. Gatto
* Director August 14, 2001
____________________________________
John J. Hounslow
* Director August 14, 2001
____________________________________
James E. Jackson
* Director August 14, 2001
____________________________________
Stanley A. Kangas
* Director August 14, 2001
____________________________________
Daniel C. Libarle
* Director August 14, 2001
____________________________________
Rex D. Lindsay
* Director August 14, 2001
____________________________________
George M. Marcus
* Director August 14, 2001
____________________________________
Duncan L. Matteson
* Director August 14, 2001
____________________________________
Linda R. Meier
II-2
Signature Title Date
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* Director August 14, 2001
____________________________________
Rebecca Q. Morgan
* Director August 14, 2001
____________________________________
Glen McLaughlin
* Director August 14, 2001
____________________________________
Dick J. Randall
* Director August 14, 2001
____________________________________
Donald H. Seiler
* Director August 14, 2001
____________________________________
James C. Thompson
____________________________________ Director
Warren R. Thoits
* Director August 14, 2001
____________________________________
T. John Whalen
/s/ Steven C. Smith
* By:_______________________________
Steven C. Smith
Attorney-in-Fact
II-3
EXHIBIT INDEX
Exhibit
No. Description
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1.1 Form of Underwriting Agreement**
4.1 Form of Amended and Restated Declaration of Trust*
4.2 Form of Indenture between Greater Bay and Wilmington Trust Company, as
trustee*
4.3 Form of Common Securities Certificate of GBB Capital V (filed as
Exhibit A-2 to Exhibit 4.1 herein)*
4.4 Form of Capital Securities Certificate of GBB Capital V (filed as
Exhibit A-1 to Exhibit 4.1 herein)*
4.5 Form of Junior Subordinated Debenture (filed as Exhibit A to Exhibit
4.2 herein)*
4.6 Form of Capital Securities Guarantee Agreement*
4.7 Form of Common Securities Guarantee Agreement*
4.8 Amended and Restated Declaration of Trust of GBB Capital VI dated July
16, 2001*
4.9 Indenture dated as of July 16, 2001 between Greater Bay Bancorp and
the Bank of New York as trustee*
4.10 Guarantee Agreement, dated as of July 16, 2001 between Greater Bay
Bancorp and the Bank of New York as trustee*
5.1 Opinion of Linda M. Iannone (including her consent)
5.2 Opinion of Richards, Layton & Finger, P.A. (including the consent of
that firm)
8.1 Opinion of Manatt, Phelps & Phillips, LLP, counsel to Greater Bay, as
to certain federal income tax matters (including the consent of that
firm)
12.1 Computation of Ratio of Earnings to Fixed Charges*
23.1 Consent of Linda M. Iannone (included as part of Exhibit 5.1)
23.2 Consent of Richards, Layton & Finger, P.A. (included as part of
Exhibit 5.2)
23.3 Consent of Manatt, Phelps & Phillips, LLP (included as part of Exhibit
8.1)
23.4 Consent of PricewaterhouseCoopers LLP
24.2 Power of Attorney (included in the signature page of the Registration
Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01)
and incorporated herein by reference)*
25.1 Form T-1 Statement of Eligibility of Wilmington Trust company to act
as trustee for the capital securities of GBB Capital V*
25.2 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee for the junior subordinated debentures of Greater Bay*
25.3 Form T-1 Statement of Eligibility of Wilmington Trust Company to act
as trustee for the Capital Securities Guarantee Agreement*
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* Previously filed as an exhibit to the Registration Statement on Form S-3
(Registration Nos. 333-65772 and 333-65772-01) filed with the SEC on July
25, 2001.
** Previously filed as an exhibit to the Amendment No. 1 to the Registration
Statement on Form S-3 (Registration Nos. 333-65772 and 333-65772-01) filed
with the SEC on August 3, 2001.