As filed with the Securities and Exchange Commission on January  , 2002

                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------

                          SVB FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                                 ---------------

          New Jersey                                        22-3438058
(State or other Jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)


                               70 East Main Street
                          Somerville, New Jersey 08876
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                          SVB FINANCIAL SERVICES, INC.
                      2001 ADVISORY BOARD STOCK GRANT PLAN
                            (Full title of the plan)

                               Robert P. Corcoran
                      President and Chief Executive Officer
                               70 East Main Street
                          Somerville, New Jersey 08876
                                 (908) 541-9500
             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

                               -------------------

                                   Copies to:
                             Peter D. Hutcheon, Esq.
                        Norris, McLaughlin & Marcus, P.A.
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                           Somerville, N.J. 08876-1018
                                 (908) 722-0700

<TABLE>
<CAPTION>
                                                     CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------

                                                                   Proposed        Proposed Maximum
                                                Amount             Maximum        Aggregate Offering       Amount of
           Title of Securities                   to be           Offering Price        Price (3)         Registration
             to be Registered                 Registered(1)      Per Share (2)                                Fees
---------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                  <C>               <C>                  <C>
 Common Stock, $2.09 par value per Share      5,000 shares         $11.00           $55,000.00            $13.15

---------------------------------------------------------------------------------------------------------------------
</TABLE>


(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Based upon the exercise  price of all of the stock grants  issued under the
     Plan.

(3)  The  price is  estimated  in  accordance  with  Rule  457(h)(1)  under  the
     Securities  Act of 1933, as amended,  solely for the purpose of calculating
     the registration fee and is the product  resulting from multiplying  5,000,
     the number of shares registered by this  Registration  Statement by $[_.__]
     per  share,  the  price as listed  on the  NASDAQ on the close of  business
     January , 2002.


<PAGE>



                                TABLE OF CONTENTS



Item 1.       Plan Information.............................................*

Item 3.       Registrant Information and Plan Annual Information...........*

Item 2A. Reoffer Prospectus  I-1

Item 3.       Incorporation of Documents by Reference...................II-1

Item 4.       Description of Securities.................................II-1

Item 5.       Interests of Named Experts and Counsel....................II-1

Item 6.       Indemnification of Directors and Officers.................II-1

Item 7.       Exemption from Registration Claimed.......................II-2

Item 8.       Exhibits       II-2

Item 9.       Undertakings   II-2



*    Separately  given to  participants.  Pursuant  to the  rules  for  filing a
     Registration  Statement  on Form S-8,  such  information  is contained in a
     document  which does not constitute a part of this  Registration  Statement
     but which shall,  together with the documents  incorporated by reference in
     this  Registration  Statement  pursuant  to  Item  3  of  Part  II  hereof,
     constitute a prospectus under Section 10(a) of the Securities Act of 1933.



<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

           Omitted.

Item 2.    Registrant Information and Plan Annual Information

           Omitted.

Item 2A.   Reoffer Prospectus


         A  prospectus  relating  to  the  reoffer  of  control  securities  and
restricted securities acquired by participants under the Plan follows below.





<PAGE>



                               REOFFER PROSPECTUS
                               ------------------


                          5,000 Shares of Common Stock
                           (Par Value $2.09 per Share)



                          SVB FINANCIAL SERVICES, INC.



                               ------------------


               This prospectus has been prepared for use in connection with the
proposed sales by the stockholders named herein (the "Selling Stockholders") of
an aggregate of 5,000 shares of Common Stock (par value $2.09 per share) of SVB
Financial Services, Inc. (the "Company") acquired by the Selling Stockholders
pursuant to the Company's 2001 Advisory Board Stock Grant Plan.

               It is contemplated that offerings and/or sales by the Selling
Stockholders will be made from time to time pursuant to this Registration
Statement.



                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.











                 The date of this Prospectus is January , 2002.


<PAGE>


                              AVAILABLE INFORMATION


               The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
233 Broadway, New York, New York 10279. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. at prescribed rates. The Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's web site is http://www.sec.gov.


                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

               The following documents are hereby incorporated herein by
reference:

               (a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000;

               (b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001;

               (c) The description of the Company's Common Stock set forth under
the heading "Description of Securities" in the prospectus contained in the
Company's Registration Statement on Form SB-2 (File 333-2305) which became
effective November 8, 1996, and in Exhibits 4.1, 4.2 and 4.3 which were filed
with that registration statement; and

               (d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 since the end of the fiscal year
referred to in (a) above.

               All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from
the date hereof to the termination of the offering of the securities covered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing such documents.

               Copies of documents incorporated herein by reference may be
obtained upon written or oral request without charge (other than exhibits
thereto) from the headquarters office of the Company, SVB Financial Services,
Inc., 70 East Main Street, Somerville, New Jersey 08876, telephone (908)
541-9500, Attn: Keith B. McCarthy, Chief Operating Officer and Treasurer.


                                      I-1

<PAGE>


                                   THE COMPANY

                SVB Financial Services, Inc. (the "Company") is a New Jersey
corporation organized in 1996 for the purpose of acquiring and owning Somerset
Valley Bank (the "Bank"), a New Jersey commercial Bank formed in 1990, in
connection with the Bank's objective of adopting a holding company structure.
The Company owns substantially all of the outstanding capital stock of the Bank,
which is the Company's only bank subsidiary. The Bank is full service,
community-oriented Bank which operates nine banking offices, seven in Somerset
County and one in Monmouth County, New Jersey, and one in Middlesex County.

                The Bank is engaged in the financing of local businesses and
industry, providing credit facilities and related services for smaller
businesses, typically those with $1 million to $5 million in annual sales, in
light manufacturing, wholesale and retail distribution, and service businesses.
A wide range of commercial lending products is offered, including working
capital lines of credit, U.S. Small Business Administration - backed loans,
commercial and residential construction loans, term loans for fixed asset
acquisitions, commercial mortgages and other asset-based financing. The Bank
also provides personal consumer banking services, including checking and savings
accounts, money-market accounts, certificates of deposit, individual retirement
accounts, residential mortgages, home equity lines of credit and other second
mortgage loans, home improvement loans, automobile loans, personal loans and
overdraft lines.

                The Bank currently has 89 full time equivalent employees. Its
principal executive offices are located at 70 East Main Street, Somerville, New
Jersey 08876, telephone (908) 541-9500.

                              SELLING STOCKHOLDERS

                The  table   below   sets   forth  the  names  of  the   Selling
Stockholders,  all of whom  members of advisory  boards of Somerset  Valley Bank
with addresses care of the Company at 70 East Main Street, Somerville New Jersey
08876. The shares that the Selling  Stockholders may offer from time to time are
shares  granted to them by the Company  pursuant to the Company's  2001 Advisory
Board  Stock  Grant Plan (the  "Plan").  The  following  table lists all persons
holding  awards,  who,  because of their  position with the Company or amount of
stock of the Company owned by them, may be deemed to be "affiliates" and persons
who are  nonaffiliates  who have  acquired  shares  under the Plan  prior to the
filing of the  registration  statement of which this  prospectus is a part.  The
Selling  Stockholders  may from  time to time  offer  all or part of the  shares
acquired by them or which may be granted to them in the future by the Company in
any  trading  markets.  The  Company  will pay all  expenses  of  preparing  and
reproducing  this  Prospectus,  but will not receive any part of the proceeds of
the sale of any  such  shares.  The  Selling  Stockholders  will pay any and all
brokerage commissions charged to sellers in connection with such sales.

                Name                                No. of Shares
                ----                                -------------
                Fred DeCicco                              25
                Bruce Hartzog                             25
                John Gluch                                50
                Oscar Gonzalez                            25
                Ed Komoroski                              50
                Steve Selody                              50
                Thomas Trojanowski                        50
                Michael Vernoia, Jr.                      25
                Michael Avolio                            50
                George Christiansen, Jr.                  50
                Elaine DeMilia                            25
                Walter J. Dietz, III                      50
                Vincent P. Lipani                         25
                Daniel G. Marulli                         50
                John Mondoro                              25
                Dan Pullen                                50
                Harry Smith                               50
                Kevin Sweeney                             25
                Frank N. Yurasko                          50
                Michael Cohen                             50
                James M. Ferrano                          75
                Robert T. Kee, Jr.                        50


                                      I-2

<PAGE>

                Name                                No. of Shares
                ----                                -------------

                Walter E. Newman                          75
                Joseph Rettagliata                        75
                Martha A. Suhayda-Vogt                    50




                                  LEGAL MATTERS

                The legality of the shares of Common Stock being offered hereby
will be passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206,
P.O. Box 1018, Somerville, New Jersey 08876-1018.

                            EXPERTS AND MISCELLANEOUS

                Our  consolidated  financial  statements as of December 31, 2000
and 1999,  and for each of the two years in the period  ended  December 31, 2000
appearing  in our  Annual  Report on Form 10-K for the year ended  December  31,
2000, which are  incorporated by reference in this Reoffer  Prospectus or in the
Registration  Statement of which this Reoffer Prospectus forms a part, have been
audited by Grant Thornton LLP, independent  certified public accountants,  whose
report is  incorporated by such reference in the Prospectus and given upon their
authority as experts in accounting and auditing.

               The Common stock of the Company, including the shares offered
hereby, is designated for quotation on the Nasdaq Stock Market, Inc. National
Market System under the symbol: SVBF.

                                 USE OF PROCEEDS

                The Company will not receive any proceeds from the reoffer and
resale of securities by the Selling Stockholders hereunder.

                                 INDEMNIFICATION

                The Certificate of Incorporation and the By-Laws provide that
the Company shall indemnify each officer and director of the Company (and each
officer and director of another entity who was serving at the request of the
Company) who is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement, actually and
reasonably incurred in connection with such action, suit or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company or its shareholders; and with
respect to any criminal action, suit or proceeding, had no reasonable cause to
believe his conduct was unlawful. They further provide that the Company shall
indemnify each such officer and director in any derivative action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Company or its shareholders;
except that no indemnification shall be made in respect to any such derivative
action, suit or proceeding as to which he shall have been adjudged to be liable
for gross negligence or misconduct in the performance of his duties to the
Company (unless and only to the extent that the court in which such action or
suit is brought shall determine, upon application, that, despite the
adjudication of liability, but in view of all of the circumstances of the case,
he is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper).

                The Certificate of Incorporation and the By-Laws also provide
that costs in defending any action, suit or proceeding referred to above may be
paid by the Company in advance of the final disposition thereof under certain
circumstances.

                All expenses and liabilities incurred by the Board of Directors
in the administration of the Plan shall be borne by the Company. The Board of
Directors may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of any such persons. No member of the Board of Directors shall be liable for any
action, determination or interpretation taken or made in good faith with respect
to the Plan or any award granted hereunder.

                                      I-3

<PAGE>


                Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.




                                      I-4

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference

                The following documents filed by SVB Financial Services, Inc.
(the "Company") with the Commission are also incorporated herein by reference:

               (a) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001;

               (b) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000; and

               (c) The description of the Company's Common Stock set forth under
the heading "Description of Securities" in the prospectus contained in the
Company's Registration Statement on Form SB-2 (File 333-2305) which became
effective November 8, 1996, and in Exhibits 4.1, 4.2 and 4.3 which were filed
with that registration statement;

               In addition to the foregoing, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

               Not applicable.

Item 5. Interests of Named Experts and Counsel

               Not applicable.

Item 6. Indemnification of Directors and Officers

                             Section 14A:3-5 of the New Jersey Business
Corporation Act (the "NJBCA") gives the Company power to indemnify each of its
directors and officers against
expenses and liabilities in connection with any proceeding involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company and (b) with respect to any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. However, in a
proceeding by or in the right of the Company, there shall be no indemnification
in respect of any liabilities or expenses if the officer or director shall have
been adjudged liable to the Company unless the court in such proceeding
determines he is entitled to indemnity for such liabilities and/or expenses.
Furthermore, no indemnification shall be made to or on behalf of a director or
officer if a judgment or other final adjudication adverse to such director or
officer establishes that his acts or omissions (a) were in breach of his duty of
loyalty to the Company and its stockholders, (b) were not in good faith or
involved a knowing violation of law or (c) resulted in receipt by the director
or officer of an improper personal benefit. The NJBCA defines an act or omission
in breach of a person's duty of loyalty as an act or omission which that person
knows or believes to be contrary to the best interests of the Company or its
stockholders in connection with a matter in which he has a material conflict of
interest. If a director or officer is successful in a proceeding, the statute
mandates that the Company indemnify him against expenses.


                                      II-1

<PAGE>


               The By-Laws provide that the Company shall indemnify each officer
and director of the Company (and each officer and director of another entity who
was serving at the request of the Company) who is a party to, or is threatened
to be made a party to, any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred in connection with such action,
suit or proceeding, to the fullest extend permitted by law. The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may be paid by the Company in advance of the final disposition thereof under
certain circumstances.

Item 7. Exemption from Registration Claimed

                Offers and sales of Common Stock pursuant to the Plan are exempt
from registration under the Securities Act of 1933, as amended, by virtue of
Sections 4(2) and/or 2(11) of such Act and Rule 504 promulgated by the
Commission as a part of Regulation D.

Item 8. Exhibits

            *4(a)      SVB Financial Services Inc. 2001 Advisory Board Stock
                       Grant Plan
            *5         Opinion of Norris, McLaughlin & Marcus, P.A.
            *23(a)     Consent of Grant Thornton LLP
            23(b)      Consent of Norris, McLaughlin & Marcus, P.A. (included
                       in Exhibit 5)
            24         Power of Attorney (included on signature page)


----------------------------------------------------------------------
                   *Filed herewith

Item 9. Undertakings

        (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)    To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement; and

                 (iii)  To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement; provided,
                        however, that paragraphs 1(i) and 1(ii) do not apply if
                        the information required to be included in a
                        post-effective amendment by those paragraphs is
                        contained in periodic reports filed by the Registrant
                        pursuant to Section 13 or 15(d) of the Securities
                        Exchange Act of 1934 that are incorporated by reference
                        in the Registration Statement.

                 (iv)   That, for the purpose of determining any liability under
                        the Securities Act of 1933, each such post-effective
                        amendment shall be deemed to be a new Registration
                        Statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof.

                 (v)    To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.


                                      II-2

<PAGE>


                 (b)    The undersigned Registrant hereby undertakes that, for
                        purposes of determining any liability under the
                        Securities Act of 1933, each filing of the Registrant's
                        annual report pursuant to Section 13(a) or Section 15(d)
                        of the Securities Exchange Act of 1934 (and, where
                        applicable, each filing of an employee benefit plan's
                        annual report pursuant to Section 15(d) of the
                        Securities Exchange Act of 1934) that is incorporated by
                        reference in the Registration Statement shall be deemed
                        to be a new Registration Statement relating to the
                        securities offered therein, and the offering of such
                        securities at that time shall be deemed to be the
                        initial bona fide offering thereof.

                 (c)    Insofar as indemnification for liabilities arising under
                        the Securities Act of 1933 may be permitted to
                        directors, officers and controlling persons of the
                        Registrant pursuant to the foregoing provisions, or
                        otherwise, the Registrant has been advised that in the
                        opinion of the Securities and Exchange Commission such
                        indemnification is against public policy as expressed in
                        the Act and is, therefore, unenforceable. In the event
                        that a claim for indemnification against such
                        liabilities (other than the payment by the Registrant of
                        expenses incurred or paid by a director, officer or
                        controlling person of the Registrant in the successful
                        defense of any action, suit or proceeding) is asserted
                        by such director, officer or controlling person in
                        connection with the securities being registered, the
                        Registrant will, unless in the opinion of its counsel
                        the matter has been settled by controlling precedent,
                        submit to a court of appropriate jurisdiction the
                        question whether such indemnification by it is against
                        public policy as expressed in the Act and will be
                        governed by the final adjudication of such issue.



                                   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 Borough of Somerville, State of New Jersey on the th day of
January, 2002.


                                   SVB FINANCIAL SERVICES, INC.


                                   By:  /s/ Robert P. Corcoran
                                        -------------------------------------
                                        Robert P. Corcoran
                                        President and Chief Executive Officer


                KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Corcoran and Keith B. McCarthy,
and either of them (with full power in each to act alone), his true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                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 below.


                Person                Capacity                      Date

/s/ John K. Kitchen               Chairman of the Board        January 18, 2002
---------------------------       and Director
John K. Kitchen

/s/ Robert P. Corcoran            Chief Executive Officer      January 18, 2002
---------------------------        and Director
Robert P. Corcoran


                                      II-3

<PAGE>


/s/ Keith B. McCarthy             Chief Operating Officer      January 18, 2002
---------------------------       and Treasurer
Keith B. McCarthy


/s/ Bernard Bernstein             Director                     January 18, 2002
---------------------------
Bernard Bernstein


                                  Director                     January   , 2002
---------------------------
Raymond L. Hughes


                                  Director                     January   , 2002
---------------------------
Willem Kooyker


                                  Director                     January   , 2002
---------------------------
Frank J. Orlando


                                  Director                     January   , 2002
---------------------------
Gilbert E. Pittenger


/s/ Frederick D. Quick            Director                     January 18, 2002
---------------------------
Frederick D. Quick


/s/ Anthony J. Santye, Jr.        Director                     January 18, 2002
---------------------------
Anthony J. Santye, Jr.


/s/ G. Robert Santye              Director                     January 18, 2002
---------------------------
G. Robert Santye


/s/ Donald Sciaretta              Director                     January 18, 2002
---------------------------
Donald Sciaretta


                                  Director                     January   , 2002
---------------------------
Herman C. Simonse


                                  Director                     January   , 2002
---------------------------
Donald R. Tourville


                                      II-4
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As filed with the Securities and Exchange Commission on January  , 2002

                                                     Registration No. 333-

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                              --------------------

                          SVB FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)

                                 ---------------

          New Jersey                                        22-3438058
(State or other Jurisdiction of                          (I.R.S. Employer
incorporation or organization)                           Identification No.)

                               70 East Main Street
                          Somerville, New Jersey 08876
               (Address, including zip code, including area code,
                  of registrant's principal executive offices)

                          SVB FINANCIAL SERVICES, INC.
                      2001 ADVISORY BOARD STOCK GRANT PLAN
                            (Full title of the plan)

                               Robert P. Corcoran
                      President and Chief Executive Officer
                               70 East Main Street
                          Somerville, New Jersey 08876
                                 (908) 541-9500
             (Name, Address, including zip code and telephone number
                   including area code, of agent for service)

                               -------------------

                                   Copies to:
                             Peter D. Hutcheon, Esq.
                        Norris, McLaughlin & Marcus, P.A.
                           A Professional Corporation
                                721 Route 202-206
                                  P.O. Box 1018
                           Somerville, N.J. 08876-1018
                                 (908) 722-0700
CALCULATION OF REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------------

                                                                   Proposed        Proposed Maximum
                                                Amount             Maximum        Aggregate Offering       Amount of
           Title of Securities                   to be           Offering Price        Price (3)         Registration
             to be Registered                 Registered(1)      Per Share (2)                                Fees
---------------------------------------------------------------------------------------------------------------------
Common Stock, $2.09 par value per Share      5,000 shares         $11.00           $55,000.00            $13.15

---------------------------------------------------------------------------------------------------------------------
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
     registration  statement also covers an indeterminate amount of interests to
     be offered or sold  pursuant  to the  employee  benefit  plan(s)  described
     herein.

(2)  Based upon the exercise  price of all of the stock grants  issued under the
     Plan.

(3)  The  price is  estimated  in  accordance  with  Rule  457(h)(1)  under  the
     Securities  Act of 1933, as amended,  solely for the purpose of calculating
     the registration fee and is the product  resulting from multiplying  5,000,
     the number of shares registered by this  Registration  Statement by $[_.__]
     per  share,  the  price as listed  on the  NASDAQ on the close of  business
     January , 2002.
TABLE OF CONTENTS

Item 1.       Plan Information.............................................*

Item 3.       Registrant Information and Plan Annual Information...........*

Item 2A. Reoffer Prospectus  I-1

Item 3.       Incorporation of Documents by Reference...................II-1

Item 4.       Description of Securities.................................II-1

Item 5.       Interests of Named Experts and Counsel....................II-1

Item 6.       Indemnification of Directors and Officers.................II-1

Item 7.       Exemption from Registration Claimed.......................II-2

Item 8.       Exhibits       II-2

Item 9.       Undertakings   II-2

*    Separately  given to  participants.  Pursuant  to the  rules  for  filing a
     Registration  Statement  on Form S-8,  such  information  is contained in a
     document  which does not constitute a part of this  Registration  Statement
     but which shall,  together with the documents  incorporated by reference in
     this  Registration  Statement  pursuant  to  Item  3  of  Part  II  hereof,
     constitute a prospectus under Section 10(a) of the Securities Act of 1933.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.    Plan Information

           Omitted.

Item 2.    Registrant Information and Plan Annual Information

           Omitted.

Item 2A.   Reoffer Prospectus

         A  prospectus  relating  to  the  reoffer  of  control  securities  and
restricted securities acquired by participants under the Plan follows below.
REOFFER PROSPECTUS
                               ------------------

                          5,000 Shares of Common Stock
                           (Par Value $2.09 per Share)

                          SVB FINANCIAL SERVICES, INC.

                               ------------------

               This prospectus has been prepared for use in connection with the
proposed sales by the stockholders named herein (the "Selling Stockholders") of
an aggregate of 5,000 shares of Common Stock (par value $2.09 per share) of SVB
Financial Services, Inc. (the "Company") acquired by the Selling Stockholders
pursuant to the Company's 2001 Advisory Board Stock Grant Plan.

               It is contemplated that offerings and/or sales by the Selling
Stockholders will be made from time to time pursuant to this Registration
Statement.

                   THESE SECURITIES HAVE NOT BEEN APPROVED OR
              DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION
                     NOR HAS THE COMMISSION PASSED UPON THE
                    ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
                     ANY REPRESENTATION TO THE CONTRARY IS A
                               A CRIMINAL OFFENSE.

                 The date of this Prospectus is January , 2002.
AVAILABLE INFORMATION

               The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549 and at the Commission's regional offices at
Citicorp Atrium Center, 500 W. Madison Street, Suite 1400, Chicago, Illinois and
233 Broadway, New York, New York 10279. Copies of such material can be obtained
from the Public Reference Section of the Commission, 450 Fifth Street, N.W.,
Washington, D.C. at prescribed rates. The Commission maintains a web site that
contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The address
of the Commission's web site is http://www.sec.gov.

                INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

               The following documents are hereby incorporated herein by
reference:

               (a) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000;

               (b) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001;

               (c) The description of the Company's Common Stock set forth under
the heading "Description of Securities" in the prospectus contained in the
Company's Registration Statement on Form SB-2 (File 333-2305) which became
effective November 8, 1996, and in Exhibits 4.1, 4.2 and 4.3 which were filed
with that registration statement; and

               (d) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934 since the end of the fiscal year
referred to in (a) above.

               All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 from
the date hereof to the termination of the offering of the securities covered
hereby shall be deemed to be incorporated by reference in this Prospectus and to
be a part hereof from the date of filing such documents.

               Copies of documents incorporated herein by reference may be
obtained upon written or oral request without charge (other than exhibits
thereto) from the headquarters office of the Company, SVB Financial Services,
Inc., 70 East Main Street, Somerville, New Jersey 08876, telephone (908)
541-9500, Attn: Keith B. McCarthy, Chief Operating Officer and Treasurer.

                                      I-1
THE COMPANY

                SVB Financial Services, Inc. (the "Company") is a New Jersey
corporation organized in 1996 for the purpose of acquiring and owning Somerset
Valley Bank (the "Bank"), a New Jersey commercial Bank formed in 1990, in
connection with the Bank's objective of adopting a holding company structure.
The Company owns substantially all of the outstanding capital stock of the Bank,
which is the Company's only bank subsidiary. The Bank is full service,
community-oriented Bank which operates nine banking offices, seven in Somerset
County and one in Monmouth County, New Jersey, and one in Middlesex County.

                The Bank is engaged in the financing of local businesses and
industry, providing credit facilities and related services for smaller
businesses, typically those with $1 million to $5 million in annual sales, in
light manufacturing, wholesale and retail distribution, and service businesses.
A wide range of commercial lending products is offered, including working
capital lines of credit, U.S. Small Business Administration - backed loans,
commercial and residential construction loans, term loans for fixed asset
acquisitions, commercial mortgages and other asset-based financing. The Bank
also provides personal consumer banking services, including checking and savings
accounts, money-market accounts, certificates of deposit, individual retirement
accounts, residential mortgages, home equity lines of credit and other second
mortgage loans, home improvement loans, automobile loans, personal loans and
overdraft lines.

                The Bank currently has 89 full time equivalent employees. Its
principal executive offices are located at 70 East Main Street, Somerville, New
Jersey 08876, telephone (908) 541-9500.

                              SELLING STOCKHOLDERS

                The  table   below   sets   forth  the  names  of  the   Selling
Stockholders,  all of whom  members of advisory  boards of Somerset  Valley Bank
with addresses care of the Company at 70 East Main Street, Somerville New Jersey
08876. The shares that the Selling  Stockholders may offer from time to time are
shares  granted to them by the Company  pursuant to the Company's  2001 Advisory
Board  Stock  Grant Plan (the  "Plan").  The  following  table lists all persons
holding  awards,  who,  because of their  position with the Company or amount of
stock of the Company owned by them, may be deemed to be "affiliates" and persons
who are  nonaffiliates  who have  acquired  shares  under the Plan  prior to the
filing of the  registration  statement of which this  prospectus is a part.  The
Selling  Stockholders  may from  time to time  offer  all or part of the  shares
acquired by them or which may be granted to them in the future by the Company in
any  trading  markets.  The  Company  will pay all  expenses  of  preparing  and
reproducing  this  Prospectus,  but will not receive any part of the proceeds of
the sale of any  such  shares.  The  Selling  Stockholders  will pay any and all
brokerage commissions charged to sellers in connection with such sales.

                Name                                No. of Shares
                ----                                -------------
                Fred DeCicco                              25
                Bruce Hartzog                             25
                John Gluch                                50
                Oscar Gonzalez                            25
                Ed Komoroski                              50
                Steve Selody                              50
                Thomas Trojanowski                        50
                Michael Vernoia, Jr.                      25
                Michael Avolio                            50
                George Christiansen, Jr.                  50
                Elaine DeMilia                            25
                Walter J. Dietz, III                      50
                Vincent P. Lipani                         25
                Daniel G. Marulli                         50
                John Mondoro                              25
                Dan Pullen                                50
                Harry Smith                               50
                Kevin Sweeney                             25
                Frank N. Yurasko                          50
                Michael Cohen                             50
                James M. Ferrano                          75
                Robert T. Kee, Jr.                        50

                                      I-2
Name                                No. of Shares
                ----                                -------------

                Walter E. Newman                          75
                Joseph Rettagliata                        75
                Martha A. Suhayda-Vogt                    50

                                  LEGAL MATTERS

                The legality of the shares of Common Stock being offered hereby
will be passed upon by Norris, McLaughlin & Marcus, P.A., 721 Route 202-206,
P.O. Box 1018, Somerville, New Jersey 08876-1018.

                            EXPERTS AND MISCELLANEOUS

                Our  consolidated  financial  statements as of December 31, 2000
and 1999,  and for each of the two years in the period  ended  December 31, 2000
appearing  in our  Annual  Report on Form 10-K for the year ended  December  31,
2000, which are  incorporated by reference in this Reoffer  Prospectus or in the
Registration  Statement of which this Reoffer Prospectus forms a part, have been
audited by Grant Thornton LLP, independent  certified public accountants,  whose
report is  incorporated by such reference in the Prospectus and given upon their
authority as experts in accounting and auditing.

               The Common stock of the Company, including the shares offered
hereby, is designated for quotation on the Nasdaq Stock Market, Inc. National
Market System under the symbol: SVBF.

                                 USE OF PROCEEDS

                The Company will not receive any proceeds from the reoffer and
resale of securities by the Selling Stockholders hereunder.

                                 INDEMNIFICATION

                The Certificate of Incorporation and the By-Laws provide that
the Company shall indemnify each officer and director of the Company (and each
officer and director of another entity who was serving at the request of the
Company) who is a party to, or is threatened to be made a party to, any
threatened, pending or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, against expenses (including
attorneys' fees), judgments, fines, and amounts paid in settlement, actually and
reasonably incurred in connection with such action, suit or proceeding, if he
acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the Company or its shareholders; and with
respect to any criminal action, suit or proceeding, had no reasonable cause to
believe his conduct was unlawful. They further provide that the Company shall
indemnify each such officer and director in any derivative action, suit or
proceeding, if he acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the Company or its shareholders;
except that no indemnification shall be made in respect to any such derivative
action, suit or proceeding as to which he shall have been adjudged to be liable
for gross negligence or misconduct in the performance of his duties to the
Company (unless and only to the extent that the court in which such action or
suit is brought shall determine, upon application, that, despite the
adjudication of liability, but in view of all of the circumstances of the case,
he is fairly and reasonably entitled to indemnity for such expenses which such
court shall deem proper).

                The Certificate of Incorporation and the By-Laws also provide
that costs in defending any action, suit or proceeding referred to above may be
paid by the Company in advance of the final disposition thereof under certain
circumstances.

                All expenses and liabilities incurred by the Board of Directors
in the administration of the Plan shall be borne by the Company. The Board of
Directors may employ attorneys, consultants, accountants or other persons in
connection with the administration of the Plan. The Company, and its officers
and directors, shall be entitled to rely upon the advice, opinions or valuations
of any such persons. No member of the Board of Directors shall be liable for any
action, determination or interpretation taken or made in good faith with respect
to the Plan or any award granted hereunder.

                                      I-3
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or persons
controlling the Company pursuant to the foregoing provisions, the Company has
been informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.

                                      I-4
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.         Incorporation of Documents by Reference

                The following documents filed by SVB Financial Services, Inc.
(the "Company") with the Commission are also incorporated herein by reference:

               (a) The Company's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 2001;

               (b) The Company's Annual Report on Form 10-KSB for the year ended
December 31, 2000; and

               (c) The description of the Company's Common Stock set forth under
the heading "Description of Securities" in the prospectus contained in the
Company's Registration Statement on Form SB-2 (File 333-2305) which became
effective November 8, 1996, and in Exhibits 4.1, 4.2 and 4.3 which were filed
with that registration statement;

               In addition to the foregoing, all documents subsequently filed by
the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment
indicating that all of the securities offered hereunder have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of filing of such documents. Any statement contained in a document
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any subsequently filed document that is
also incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

               Not applicable.

Item 5. Interests of Named Experts and Counsel

               Not applicable.

Item 6. Indemnification of Directors and Officers

                             Section 14A:3-5 of the New Jersey Business
Corporation Act (the "NJBCA") gives the Company power to indemnify each of its
directors and officers against
expenses and liabilities in connection with any proceeding involving him by
reason of his being or having been a director or officer if (a) he acted in good
faith and in a manner he reasonably believed to be in, or not opposed to, the
best interests of the Company and (b) with respect to any criminal proceeding,
he had no reasonable cause to believe his conduct was unlawful. However, in a
proceeding by or in the right of the Company, there shall be no indemnification
in respect of any liabilities or expenses if the officer or director shall have
been adjudged liable to the Company unless the court in such proceeding
determines he is entitled to indemnity for such liabilities and/or expenses.
Furthermore, no indemnification shall be made to or on behalf of a director or
officer if a judgment or other final adjudication adverse to such director or
officer establishes that his acts or omissions (a) were in breach of his duty of
loyalty to the Company and its stockholders, (b) were not in good faith or
involved a knowing violation of law or (c) resulted in receipt by the director
or officer of an improper personal benefit. The NJBCA defines an act or omission
in breach of a person's duty of loyalty as an act or omission which that person
knows or believes to be contrary to the best interests of the Company or its
stockholders in connection with a matter in which he has a material conflict of
interest. If a director or officer is successful in a proceeding, the statute
mandates that the Company indemnify him against expenses.

                                      II-1
The By-Laws provide that the Company shall indemnify each officer
and director of the Company (and each officer and director of another entity who
was serving at the request of the Company) who is a party to, or is threatened
to be made a party to, any threatened, pending or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, against
expenses (including attorneys' fees), judgments, fines, and amounts paid in
settlement, actually and reasonably incurred in connection with such action,
suit or proceeding, to the fullest extend permitted by law. The By-Laws also
provide that costs in defending any action, suit or proceeding referred to above
may be paid by the Company in advance of the final disposition thereof under
certain circumstances.

Item 7. Exemption from Registration Claimed

                Offers and sales of Common Stock pursuant to the Plan are exempt
from registration under the Securities Act of 1933, as amended, by virtue of
Sections 4(2) and/or 2(11) of such Act and Rule 504 promulgated by the
Commission as a part of Regulation D.

Item 8. Exhibits

            *4(a)      SVB Financial Services Inc. 2001 Advisory Board Stock
                       Grant Plan
            *5         Opinion of Norris, McLaughlin & Marcus, P.A.
            *23(a)     Consent of Grant Thornton LLP
            23(b)      Consent of Norris, McLaughlin & Marcus, P.A. (included
                       in Exhibit 5)
            24         Power of Attorney (included on signature page)

----------------------------------------------------------------------
                   *Filed herewith

Item 9. Undertakings

        (a)  The undersigned Registrant hereby undertakes:

               (1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

                 (i)    To include any prospectus required by Section 10(a)(3)
                        of the Securities Act of 1933;

                 (ii)   To reflect in the prospectus any facts or events arising
                        after the effective date of the Registration Statement
                        (or the most recent post-effective amendment thereof)
                        which, individually or in the aggregate, represent a
                        fundamental change in the information set forth in the
                        Registration Statement; and

                 (iii)  To include any material information with respect to the
                        plan of distribution not previously disclosed in the
                        Registration Statement or any material change to such
                        information in the Registration Statement; provided,
                        however, that paragraphs 1(i) and 1(ii) do not apply if
                        the information required to be included in a
                        post-effective amendment by those paragraphs is
                        contained in periodic reports filed by the Registrant
                        pursuant to Section 13 or 15(d) of the Securities
                        Exchange Act of 1934 that are incorporated by reference
                        in the Registration Statement.

                 (iv)   That, for the purpose of determining any liability under
                        the Securities Act of 1933, each such post-effective
                        amendment shall be deemed to be a new Registration
                        Statement relating to the securities offered therein,
                        and the offering of such securities at that time shall
                        be deemed to be the initial bona fide offering thereof.

                 (v)    To remove from registration by means of a post-effective
                        amendment any of the securities being registered which
                        remain unsold at the termination of the offering.

                                      II-2
(b)    The undersigned Registrant hereby undertakes that, for
                        purposes of determining any liability under the
                        Securities Act of 1933, each filing of the Registrant's
                        annual report pursuant to Section 13(a) or Section 15(d)
                        of the Securities Exchange Act of 1934 (and, where
                        applicable, each filing of an employee benefit plan's
                        annual report pursuant to Section 15(d) of the
                        Securities Exchange Act of 1934) that is incorporated by
                        reference in the Registration Statement shall be deemed
                        to be a new Registration Statement relating to the
                        securities offered therein, and the offering of such
                        securities at that time shall be deemed to be the
                        initial bona fide offering thereof.

                 (c)    Insofar as indemnification for liabilities arising under
                        the Securities Act of 1933 may be permitted to
                        directors, officers and controlling persons of the
                        Registrant pursuant to the foregoing provisions, or
                        otherwise, the Registrant has been advised that in the
                        opinion of the Securities and Exchange Commission such
                        indemnification is against public policy as expressed in
                        the Act and is, therefore, unenforceable. In the event
                        that a claim for indemnification against such
                        liabilities (other than the payment by the Registrant of
                        expenses incurred or paid by a director, officer or
                        controlling person of the Registrant in the successful
                        defense of any action, suit or proceeding) is asserted
                        by such director, officer or controlling person in
                        connection with the securities being registered, the
                        Registrant will, unless in the opinion of its counsel
                        the matter has been settled by controlling precedent,
                        submit to a court of appropriate jurisdiction the
                        question whether such indemnification by it is against
                        public policy as expressed in the Act and will be
                        governed by the final adjudication of such issue.

                                   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 Borough of Somerville, State of New Jersey on the th day of
January, 2002.

                                   SVB FINANCIAL SERVICES, INC.

                                   By:  /s/ Robert P. Corcoran
                                        -------------------------------------
                                        Robert P. Corcoran
                                        President and Chief Executive Officer

                KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Robert P. Corcoran and Keith B. McCarthy,
and either of them (with full power in each to act alone), his true and lawful
attorneys-in-fact, with full power of substitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
hereof.

                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 below.

                Person                Capacity                      Date

/s/ John K. Kitchen               Chairman of the Board        January 18, 2002
---------------------------       and Director
John K. Kitchen

/s/ Robert P. Corcoran            Chief Executive Officer      January 18, 2002
---------------------------        and Director
Robert P. Corcoran

                                      II-3
/s/ Keith B. McCarthy             Chief Operating Officer      January 18, 2002
---------------------------       and Treasurer
Keith B. McCarthy

/s/ Bernard Bernstein             Director                     January 18, 2002
---------------------------
Bernard Bernstein

                                  Director                     January   , 2002
---------------------------
Raymond L. Hughes

                                  Director                     January   , 2002
---------------------------
Willem Kooyker

                                  Director                     January   , 2002
---------------------------
Frank J. Orlando

                                  Director                     January   , 2002
---------------------------
Gilbert E. Pittenger

/s/ Frederick D. Quick            Director                     January 18, 2002
---------------------------
Frederick D. Quick

/s/ Anthony J. Santye, Jr.        Director                     January 18, 2002
---------------------------
Anthony J. Santye, Jr.

/s/ G. Robert Santye              Director                     January 18, 2002
---------------------------
G. Robert Santye

/s/ Donald Sciaretta              Director                     January 18, 2002
---------------------------
Donald Sciaretta

                                  Director                     January   , 2002
---------------------------
Herman C. Simonse

                                  Director                     January   , 2002
---------------------------
Donald R. Tourville

                                      II-4