UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported)		April 14, 2000 Heritage Commerce Corp (Exact name of registrant as specified in its charter) CA	 00-23877	 77-0469558 (State of other jurisdiction (Commission File (IRS Employer of incorporation)	 Number) Identification No.) 150 Almaden Blvd., San Jose, CA 		 95113 (Address of principal executive offices)		 (Zip Code) Registrant's telephone number, including area code		(408) 947-6900 None (Former name or former address, if changed since last report.) - 1 - Item 5. Other Events. HERITAGE COMMERCE CORP REPORTS FINANCIAL RESULTS FOR THE FIRST QUARTER OF 2000 Heritage Commerce Corp (the "Company") (Nasdaq: HTBK) today reported consolidated earnings of $1,038,000, up 66% or $411,000 from $627,000 for the first quarter of 1999. Earnings per diluted share for the first quarter of 2000 were $0.13, up 44% or $.04 from $0.09 per diluted share for the prior year period. The Directors of Heritage Commerce Corp, at their Board Meeting of January 20, 2000, declared a 10% stock dividend payable to Heritage Commerce Corp shareholders of record as of February 7, 2000. The payable date of the dividend was February 21, 2000. All per share data in this report has been adjusted to reflect this dividend. For the first quarter of 2000 as compared with the same period of the previous year, net interest income grew by $1,455,000, or 29%; noninterest income was $483,000, compared with $1,224,000 (primarily due to disproportionate gains on sale of securities in 1999); noninterest expense grew by $146,000, or 3%. The Company's net interest margin was 5.99% for the quarter ended March 31, 2000, compared with 6.06% for the quarter ended March 31, 1999. Total assets as of March 31, 2000 were $505,605,000, an increase of $147,237,000, or 41%, from March 31, 1999, and an increase of $28,941,000, or 6%, from total assets of $476,664,000 at December 31, 1999. Total deposits as of March 31, 2000 were $448,835,000, an increase of $126,789,000, or 39%, from March 31, 1999, and an increase of $30,295,000, or 7%, from total deposits of $418,540,000 at December 31, 1999. Total portfolio loans as of March 31, 2000 were $310,005,000, an increase of $78,731,000, or 34%, compared to March 31, 1999. Total portfolio loans as of December 31, 1999 were $271,855,000. The Company's allowance for loan losses was $5,616,000, or 1.81%, of total loans as of March 31, 2000. This compares with an allowance for loan losses of $4,277,000, or 1.85%, and $5,003,000, or 1.84%, of total loans at March 31, 1999 and December 31, 1999, respectively. The Company's non-performing assets (NPA's) were $1,333,000 as of March 31, 2000. NPA's were $2,269,000 as of March 31, 1999, and $1,396,000 as of December 31, 1999. The Company's shareholders' equity at March 31, 2000 stood at $45,548,000, compared with $30,929,000 as of March 31, 1999. Book value per share totaled $6.47 as of March 31, 2000, compared to $5.06 as of March 31, 1999. The Company's leverage capital ratio stood at 9.9% at March 31, 2000. This compared with a leverage ratio of 8.3% at March 31, 1999. Heritage Commerce Corp, a bank holding company established February 17, 1998, is the parent company of three financial institutions, Heritage Bank of Commerce, a commercial bank headquartered in the city of San Jose, Heritage Bank East Bay, a commercial bank headquartered in the city of Fremont, with an office in Danville, and Heritage Bank South Valley, a commercial bank headquartered in the city of Morgan Hill. The Company's common stock is listed on the Nasdaq National Market under the symbol "HTBK". Readers should carefully review the risk factors described in other documents the Company files from time to time with the Securities and Exchange Commission, including the Annual Report on Form 10-K for the year ended December 31, 1999 and the Quarterly Reports on Form 10-Q filed by the Company in fiscal 2000. For further information about the Company's financial performance, contact John Rossell, Chief Executive Officer, at (408) 947-6900 or visit the Company's web site at www.herbank.com. Forward Looking Statement Disclaimer This release may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties may include but are not necessarily limited to fluctuations in interest rates, inflation, government regulations and general economic conditions, and competition within the business areas in which the Company is conducting its operations, including the real estate market in California and other factors beyond the Company's control. Such risks and uncertainties could cause results for subsequent interim periods or for the entire year to differ materially from those indicated. For a discussion of factors which could cause results to differ, please see the Company's reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission and the Company's press releases. Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances. - 2 - Condensed Financial Statements (Dollars in Thousands except Per Share amounts) At and For the At and For the 3 Months 3 Months Ended Ended March 31, 2000 March 31, 1999 Percent (Unaudited) (Unaudited) Change Statement of Income Data Net Interest Income	 6,448 	 4,993 	 29% Provision for Loan Losses	 600 	 643 	 -7% Noninterest Income	 483 	 1,224 	 -61% Noninterest Expense	 4,733 	 4,587 	 3% Net Income	 1,038 	 627 	 66% Per Share Data Earnings Per Share Basic	 0.15 	 0.10 	 50% Diluted	 0.13 	 0.09 	 44% Book Value Per Common Share	 6.47 	 5.06 	 28% Weighted average shares used in computing: Basic 	 7,034,615 	 6,112,611 	 15% Diluted 	 7,703,507 	 7,053,638 	 9% Balance Sheet Data Total Assets	 505,605 	 358,368 	 41% Securities, Available-For-Sale	 35,896 	 52,413 	 -32% Securities, Held-To-Maturity	 13,823 	 13,867 	 0% Loans Held-For-Sale	 25,960 	 12,306 	 111% Loans	 310,005 	 231,274 	34% Allowance For Loan Losses	 5,616 	 4,277 	31% Total Deposits	 448,835 	 322,046 	39% Total Shareholders' Equity	 45,548 	 30,929 	 47% Unrealized Holding Gain (loss) on Securities, Net	 (174)	 225 	-177% Nonperforming Loans	 1,333 	 2,269 	 -41% Other Real Estate Owned	 - 	 - Selected Financial Ratios Net Interest Margin	 5.99%	 6.06% Return on Average Assets	 0.89%	 0.69% Return on Average Equity	 9.23%	 8.20% Allowance for Loan Losses to Nonperforming Loans	 421.31%	 188.49% Allowance for Loan Losses to Total Loans	 1.81%	 1.85% Leverage Ratio	 9.85%	 8.32% - 3 - SIGNATURES Under the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: April 14, 2000 	HERITAGE COMMERCE CORP 	 By:	/s/ Lawrence D. McGovern 		Lawrence D. McGovern 		Chief Financial Officer / Executive Vice President - 4 -