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As filed with the Securities and Exchange Commission on December 15, 2021 |
| | Registration No. [ ___-___ ] |
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UNITED STATES |
SECURITIES AND EXCHANGE COMMISSION |
Washington, D.C. 20549 |
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FORM S-8 |
REGISTRATION STATEMENT UNDER |
THE SECURITIES ACT OF 1933 |
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SVB Financial Group |
(Exact name of registrant as specified in its charter) |
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Delaware | | 91-1962278 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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3003 Tasman Drive, Santa Clara, California | | 95054 |
(Address of Principal Executive Offices) | | (Zip Code) |
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SVB FINANCIAL GROUP DEFERRED COMPENSATION PLAN |
(Full title of the plan) |
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Greg W. Becker |
President & Chief Executive Officer |
SVB Financial Group |
3003 Tasman Drive, Santa Clara, California 95054 |
(408) 654-7400 |
(Name and address, and telephone number, including area code, of agent for service) |
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Copy to: |
Michael 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, a 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. | | | | | | | | | | | | | | |
Large accelerated filer | ☒ | | Accelerated filer | ☐ |
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Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
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| | | Emerging growth company | ☐ |
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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 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
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Title of Securities to be Registered | | Amount to be Registered | | Proposed Maximum Offering Price Per Share | | Proposed Maximum Aggregate Offering Price | | Amount of Registration Fee |
Deferred Compensation Obligations (1) | | $30,000,000 | | 100% | | $30,000,000 | | $2,781.00 |
(1) | The Deferred Compensation Obligations are unsecured obligations of the Registrant to pay deferred compensation in the future in accordance with the terms of the SVB Financial Group Deferred Compensation Plan described herein. |
EXPLANATORY NOTE
SVB Financial Group (the “Company”) is filing this registration statement in accordance with Instruction E to Form S-8 to register an additional $30,000,000 unsecured future deferred compensation obligations of the Company that may be payable pursuant to the SVB Financial Group Deferred Compensation Plan, as amended (the “Plan”).
The contents of the Company’s original Registration Statement on Form S-8, Registration No. 333-192471, filed on November 21, 2013, and the Company’s additional Registration Statement on Form S-8, Registration No. 333-213281, filed on August 24, 2016, are incorporated herein by reference.
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on December 15, 2021.
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| SVB Financial Group |
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| By: | | /s/ GREG BECKER |
| | | Greg Becker |
| | | President, Chief Executive Officer and Director |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Greg Becker and Michael Zuckert, each as his true and lawful agent, proxy and attorney-in-fact, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to (i) act on, sign, and file with the Securities and Exchange Commission any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, together with all schedules and exhibits thereto, (ii) act on, sign, and file such certificates, instruments, agreements and other documents as may be necessary or appropriate in connection therewith, and (iii) take any and all actions that may be necessary or appropriate to be done, as fully for all intents and purposes as he might or could do in person, hereby approving, ratifying and confirming all that such agent, proxy and attorney-in-fact or any of his or her substitutes may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1993, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
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Signature | | Title | | Date |
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/s/ GREG BECKER | | President, Chief Executive Officer and Director | | December 15, 2021 |
Greg Becker | | (Principal Executive Officer) | | |
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/s/ DAN BECK | | Chief Financial Officer | | December 15, 2021 |
Dan Beck | | (Principal Financial Officer) | | |
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/s/ KAREN HON | | Chief Accounting Officer | | December 15, 2021 |
Karen Hon | | (Principal Accounting Officer) | | |
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/s/ ROGER DUNBAR | | Director | | December 15, 2021 |
Roger Dunbar | | | | |
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/s/ ERIC BENHAMOU | | Director | | December 15, 2021 |
Eric Benhamou | | | | |
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/s/ ELIZABETH BURR | | Director | | December 15, 2021 |
Elizabeth Burr | | | | |
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/s/ JOHN CLENDENING | | Director | | December 15, 2021 |
John Clendening | | | | |
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/s/ RICHARD DANIELS | | Director | | December 15, 2021 |
Richard Daniels | | | | |
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/s/ ALISON DAVIS | | Director | | December 15, 2021 |
Alison Davis | | | | |
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/s/ JOEL FRIEDMAN | | Director | | December 15, 2021 |
Joel Friedman | | | | |
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/s/ JEFFREY MAGGIONCALDA | | Director | | December 15, 2021 |
Jeffrey Maggioncalda | | | | |
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/s/ BEVERLY KAY MATTHEWS | | Director | | December 15, 2021 |
Beverly Kay Matthews | | | | |
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/s/ MARY MILLER | | Director | | December 15, 2021 |
Mary Miller | | | | |
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/s/ KATE MITCHELL | | Director | | December 15, 2021 |
Kate Mitchell | | | | |
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/s/ GAREN STAGLIN | | Director | | December 15, 2021 |
Garen Staglin | | | | |
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EXHIBIT INDEX
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Exhibit Number | | Description |
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4.1* | | |
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5.1 | | |
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23.1 | | |
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23.2 | | |
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24.1 | | |
*Incorporated by reference from Exhibit 10.7 to the Registrant’s Form 10-K filed with the SEC on February 28, 2019