As filed with the Securities and Exchange Commission on November 14, 2019 Registration No. 333- | |||||||||||
UNITED STATES | |||||||||||
SECURITIES AND EXCHANGE COMMISSION | |||||||||||
Washington, D.C. 20549 | |||||||||||
FORM S‑8 | |||||||||||
REGISTRATION STATEMENT | |||||||||||
Under The Securities Act of 1933 | |||||||||||
SVB Financial Group | |||||||||||
(Exact name of Registrant as specified in its charter) | |||||||||||
Delaware | 91-1962278 | ||||||||||
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
3003 Tasman Drive Santa Clara, California 95054 | |||||||||||
(Address, including zip code, of Principal Executive Offices) | |||||||||||
2006 Equity Incentive Plan | |||||||||||
(Full title of the plan) | |||||||||||
Greg W. Becker President & Chief Executive Officer SVB Financial Group 3003 Tasman Drive, Santa Clara, California 95054 (408) 654-7400 | |||||||||||
(Name, address, and telephone number, including area code, of agent for service) | |||||||||||
With copies to: | |||||||||||
Michael S. Zuckert General Counsel SVB Financial Group 3003 Tasman Drive Santa Clara, California 95054 (408) 654-7400 | |||||||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company,” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨ Emerging growth company ¨ | |||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ | |||||||||||
CALCULATION OF REGISTRATION FEE | |||||||||||
Title of Securities to be Registered | Amount to be Registered (1) (2) | Proposed Maximum Offering Price Per Share (3) | Proposed Maximum Aggregate Offering Price (3) | Amount of Registration Fee | |||||||
Common Stock, $0.001 par value — reserved but not issued under the 2006 Equity Incentive Plan (“2006 Plan”) | 2,500,000 shares | $233.61 | $584,025,000 | $75,806.45 |
(1) To the extent additional shares of Common Stock may be issued or become issuable as a result of a stock split, stock dividend, or other distribution involving the Registrant’s Common Stock while this Registration Statement is in effect, this Registration Statement hereby is deemed to cover all such additional shares of Common Stock in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”). (2) Consists of 2,500,000 additional shares of common stock reserved for issuance pursuant to future awards under the 2006 Plan, as approved by the Registrant's stockholders on April 25, 2019. (3) Calculated in accordance with Rules 457(c) and (h)(1) under the Securities Act on the basis of the average of the high and low sale prices for a share of Common Stock of the Registrant as reported on the Nasdaq Global Select Market on November 13, 2019, solely for the purpose of calculating the registration fee. |
Exhibit Number | Description | |
SVB FINANCIAL GROUP | |||||
By: | /s/ GREG W. BECKER | ||||
Name: | Greg W. Becker | ||||
Title: | President, Chief Executive Officer and Director |
Signature | Title | Date |
/s/ GREG W. BECKER | President, Chief Executive Officer and Director (Principal Executive Officer) | November 14, 2019 |
Greg W. Becker | ||
/s/ DANIEL J. BECK | Chief Financial Officer (Principal Financial Officer) | November 14, 2019 |
Daniel J. Beck | ||
/s/ KAREN HON | Interim Chief Accounting Officer (Principal Accounting Officer) | November 14, 2019 |
Karen Hon | ||
/s/ ROGER F. DUNBAR | Chairman of the Board of Directors and Director | November 14, 2019 |
Roger F. Dunbar | ||
/s/ ERIC A. BENHAMOU | Director | November 14, 2019 |
Eric A. Benhamou | ||
/s/ JOHN S. CLENDENING | Director | November 14, 2019 |
John S. Clendening | ||
/s/ JOEL P. FRIEDMAN | Director | November 14, 2019 |
Joel P. Friedman | ||
/s/ KIMBERLY A. JABAL | Director | November 14, 2019 |
Kimberly A. Jabal | ||
/s/ JEFFREY N. MAGGIONCALDA | Director | November 14, 2019 |
Jeffrey N. Maggioncalda | ||
/s/ KAY MATTHEWS | Director | November 14, 2019 |
Kay Matthews | ||
/s/ MARY J. MILLER | Director | November 14, 2019 |
Mary J. Miller | ||
/s/ KATE D. MITCHELL | Director | November 14, 2019 |
Kate D. Mitchell | ||
/s/ JOHN F. ROBINSON | Director | November 14, 2019 |
John F. Robinson | ||
/s/ GAREN K. STAGLIN | Director | November 14, 2019 |
Garen K. Staglin |