UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 18, 2003
TEMECULA VALLEY BANCORP INC.
(Exact name of registrant as specified in its chapter)
CALIFORNIA 46-0476193
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
27710 Jefferson Avenue 92590
Suite A100 (Zip Code)
Temecula, California
(Address of principal executive offices)
Registrant's telephone number, including area code (909) 694-9940
Not applicable
(Former name or former address, if changed since last report)
ITEM 5. Other Events and Required FD Disclosure
Effective December 18, 2003, Temecula Valley Bancorp Inc. changed
its state of incorporation from Delaware to California. The change in the
company's state of incorporation was approved by its shareholders at a special
meeting of shareholders held on December 18, 2003. A concurrent forward
two-for-one stock split as of December 18, 2003 was also approved at the
meeting.
The reincorporation in the State of California was accomplished by
the merger of the company with and into Temecula Merger Corporation, a
California corporation, its wholly owned subsidiary, which was the surviving
corporation in the merger and which, effective upon the merger, changed its name
to Temecula Valley Bancorp Inc. The reincorporation will not result in any
change in the company's name, headquarters, business, jobs, management, location
of offices or facilities, number of employees, taxes payable to the State of
California, assets, liabilities or net worth.
The Company's common stock will continue to be quoted in the
Over-the-Counter Bulletin Board under the symbol TMCV.OB. Shareholders will not
be required to undertake a mandatory exchange of the company's shares.
Certificates for the company's shares automatically represent an equal number of
shares of the new entity except that, upon the merger, the forward two-for-one
stock split will cause such shares to represent two shares for every one share
held.
On December 18, 2003, Temecula Valley Bancorp Inc. issued the
press release filed as Exhibit 99.1 to this Current Report on Form 8-K
announcing the effectiveness of the reincorporation and the forward two-for-one
stock split.
SIGNATURES
Pursuant to 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 hereunto duly authorized.
Date: December 19, 2003 TEMECULA VALLEY BANCORP INC.
(Registrant)
/s/ STEPHEN H. WACHNITZ
-------------------------------------
Stephen H. Wacknitz
President and Chief Executive Officer
/s/ DONALD A. PITCHER
-------------------------------------
Donald A. Pitcher
Senior Vice President
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- ------------
2.1 Agreement and Plan of Merger dated November 7, 2003 between
Temecula Merger Corporation, a California corporation and
Temecula Valley Bancorp Inc., a Delaware corporation with
Officers' Certificates attached.
2.2 Certificate of Merger dated December 18, 2003.
99.1 Press release of Temecula Valley Bancorp Inc. dated December
18, 2003, announcing the effectiveness of the reincorporation
of Temecula Valley Bancorp Inc. from the State of Delaware to
the State of California and the forward two-for-one stock
split.