SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES ACT OF 1934
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Silicon Valley Bancshares
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(Exact name of registrant as specified in its charter)
Delaware 91-1962278
(State of Incorporation) (I.R.S. Employer Identification No.)
3003 Tasman Drive, Santa Clara, California 95054
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(Address of principal executive offices) (Zip Code)
JOHN C. DEAN
Chief Executive Officer
SILICON VALLEY BANCSHARES
3003 Tasman Drive, Santa Clara, California 95054
(408) 654-7400
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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:
A. Catherine Ngo, Esq.
Silicon Valley Bancshares
3003 Tasman Drive
Santa Clara, California 95054
(408) 654-7400
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ITEM 5. OTHER MATTERS
Effective April 23, 1999, (the "Effective Date"), the Registrant has
changed its state of incorporation from California to Delaware. This change in
its state of incorporation was approved by the holders of a majority of the
Registrant's outstanding shares of Common Stock at the Registrant's annual
meeting of shareholders on April 15, 1999. At the time of reincorporation in
the State of Delaware, the Registrant merged into and is continuing its business
as a Delaware corporation. The reincorporation will not result in any change in
the Registrant's business, assets or liabilities, will not cause the
Registrant's corporate headquarters to be moved and will not result in any
relocation of management or other employees. Shareholders of the Registrant are
not required to undertake an exchange of the Registrant's shares. As of the
Effective Date, certificates for the Registrant's shares automatically represent
an equal number of shares in the Delaware company.
ITEM 7. EXHIBITS
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated April 21, 1999 by and between
Silicon Valley Bancshares, a California corporation, and Silicon
Valley Bancshares, Inc., a Delaware corporation
4.1 Certificate of Incorporation of Silicon Valley Bancshares, Inc,
as filed with the Delaware Secretary of State on March 22, 1999
4.2 Bylaws of the Company, as adopted on April 15, 1999
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Silicon Valley Bancshares
Date: April 22, 1999 By: /s/ Christopher T. Lutes
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Christopher T. Lutes
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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2.1 Agreement and Plan of Merger dated April 21, 1999, by and between
Silicon Valley Bancshares, a California corporation, and Silicon
Valley Bancshares, Inc., a Delaware corporation
4.1 Certificate of Incorporation of Silicon Valley Bancshares, Inc,
as filed with the Delaware Secretary of State on March 22, 1999
4.2 Bylaws of the Company, as adopted on April 15, 1999
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