UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the fiscal year ended December 31, 2003
TEMECULA VALLEY BANCORP INC.
(Name of Registrant in its Charter)
California 46-047619
(State or other jurisdiction of (I.R.S. Employer
incorporate or organization) Identification No.)
27710 Jefferson Avenue - Suite A100 92590
Temecula, California (Zip Code)
(Address of principal executive offices)
Registrant's telephone number (909) 694-9940
Securities registered under Section 12(b) of Exchange Act: None
Securities registered under Section 12(g) of Exchange Act:
Common Stock, No Par Value
Check whether the issuer (1) filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days: YES [X] NO [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-K contained in this form and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of the Form 10-K or any
amendment to this Form 10-K. [X]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act) YES [ ] NO [ X ]
The issuer's net revenues for its most recent fiscal year were $48,371,852.
The aggregate market value of the voting stock held by non-affiliates of the
issuer as of June 30, 2003 was approximately $55,593,410.
Number of registrant's shares of Common Stock outstanding at March 22, 2004 was
8,308,896.
Documents incorporated by reference: The information required by Part III of
this Annual Report is incorporated by reference from the Registrant's definitive
proxy statement to be filled with the Securities and Exchange Commission
pursuant to Regulation 14A not later than 120 days after the end of the fiscal
year covered by this Annual Report.
Explanatory Note
On March 31, 2004, Temecula Valley Bancorp Inc. (the "Company") filed with the
Securities and Exchange Commission its Annual Report on Form 10-K for the year
ended December 31, 2003 and the fist amendment on April 2, 2004(collectively
"Initial Form 10-K"). The Initial Form 10-K contained the following
omissions/errors:
1. A new paragraph has been inserted into Item 9A to reflect revised rules.
2. A new Exhibit 10.6 has been added. Other cross references in the exhibit
table have been modified to clarify where prior exhibits can be accessed.
No other changes are included in this Amendment.
ITEM 9A: CONTROLS AND PROCEDURES
-----------------------
Our chief executive officer and our chief financial officer (our principal
executive officer and principal financial officer, respectively) have concluded,
based on their evaluation as of December 31, 2003, that the design and operation
of our "disclosure controls and procedures" (as defined in Rule 13a-15(e) under
the Exchange Act), are effective to ensure that information required to be
disclosed by us in the reports filed or submitted by us under the Exchange Act
is accumulated, recorded, processed, summarized and reported to our management,
including our principal executive officer and our principal financial officer,
as appropriate to allow timely decisions regarding whether or not disclosure is
required.
During the quarter ended December 31, 2003, there were no changes in our
internal controls over financial reporting (as defined in Rule 13a-15(f) under
the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.
PART IV
ITEM 15: EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) Documents Filed as Part of this Report
(1) The following financial statements are incorporated by reference from Item 8
hereto and are attached hereto:
Independent Auditors Report
Page F-1
Consolidated Statements of Financial Condition as of
December 31, 2003 and 2002
Page F-2
Consolidated Statements of Income for Each of the Years
Ended December 31, 2003, 2002 and 2001 Page F-4
Consolidated Statement of Changes in Shareholders' Equity
for the Years ended December 31, 2003, 2002 and 2001 Page F-5
Notes to Consolidated Financial Statements 2003, 2002
and 2001 Page F-7
Financial Statement Schedules
Not applicable.
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(b) Exhibits
Exhibit No. Description of Exhibit
2(i) Bank and Company Amended and Restated Plan of Reorganization dated as of
April 2, 2002 filed on June 3, 2002 as an Exhibit to Form 8-A12G.
2(ii) Agreement and Plan of Merger of Temecula Merger Corporation and Temecula
Valley Bancorp is an Exhibit to the Company's Definitive 14A filed November 20,
2003.
3(i) Articles of Incorporation of Temecula Valley Bancorp Inc., a California
Corporation, is an Exhibit to the Company's Definitive 14A filed November 20,
2003.
3(ii) Bylaws of Temecula Valley Bancorp Inc. is an Exhibit to the Company's
Definitive 14A filed November 20, 2003.
4.1 Common Stock Certificate of Temecula Valley Bancorp Inc. filed on June 3,
2002 as an Exhibit to Temecula Valley Bancorp's Form 8-A12G.
4.2 Warrant Certificate of Temecula Valley Bank, N.A. as adopted by Temecula
Valley Bancorp Inc. filed on June 3, 2002 as an Exhibit to Temecula Valley
Bancorp's Form 8-A12G.
10.1 Temecula Valley Bank, N.A. Lease Agreement for Main Office filed on March
11, 2003 as an Exhibit to Temecula Valley Bancorp's Form 10KSB.
10.2 Stephen H. Wacknitz Employment Agreement dated October 1, 2003.
10.3 Brian D. Carlson Employment Agreement dated December 1, 2003.
10.4 Luther J. Mohr Employment Agreement dated October 1, 2003.
10.5 Thomas P. Ivory Employment Agreement dated January 25, 2001 filed on March
11, 2003 as an Exhibit to Temecula Valley Bancorp's Form 10KSB.
10.6 401(k) Plan.
10.11 1996 Incentive and Non Qualified Stock Option Plan (Employees), as amended
by that certain First Amendment effective May 15, 2001 and that certain Second
Amendment effective May 15, 2002 filed on March 11, 2003 as an Exhibit to
Temecula Valley Bancorp's Form 10KSB.
10.12 1997 Non Qualified Stock Option Plan (Directors), as amended by that
certain First Amendment effective May 15, 2001 and that certain Second Amendment
effective May 15, 2002 filed on March 11, 2003 as an Exhibit to Temecula Valley
Bancorp's Form 10KSB.
10.13 Amended and Restated Salary Continuing Agreement entered into on behalf of
Stephen H. Wacknitz, as amended by that certain First Amendment effective as of
December 31, 2002 filed on March 11, 2003 as an Exhibit to Temecula Valley
Bancorp's Form 10KSB.
10.14 Amended and Restated Salary Continuing Agreement entered into on behalf of
Luther J. Mohr, as amended by that certain First Amendment effective as of
December 31, 2002 filed on March 11, 2003 as an Exhibit to Temecula Valley
Bancorp's Form 10KSB.
10.15 Salary Continuing Plan entered into on behalf of Thomas M. Shepherd filed
on March 11, 2003 as an Exhibit to Temecula Valley Bancorp's Form 10KSB.
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10.16 Salary Continuing Plan entered into on behalf of Brian Carlson filed on
March 11, 2003 as an Exhibit to Temecula Valley Bancorp's Form 10KSB.
31.1 Certification of the Chief Executive Officer of Registrant submitted to the
Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
31.2 Certification of the Chief Financial Officer of Registrant submitted to the
Securities and Exchange Commission pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
32.1 Certification of the Chief Executive Officer of Registrant submitted to the
Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. This Certification shall not be deemed to be "filed" with the
Commissioner subject to the liability of Section 18 of the Exchange Act, except
to the extent that the Registrant requests that such certifications incorporated
by reference into a filing under the Securities Act or Exchange Act. This
certification is being furnished to the Commissioner and accompanies this Report
pursuant to SEC Release No. 33-8212.
32.2 Certification of the Chief Financial Officer of Registrant submitted to the
Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002. This Certification shall not be deemed to be "filed" with the
Commissioner subject to the liability of Section 18 of the Exchange Act, except
to the extent that the Registrant requests that such certifications incorporated
by reference into a filing under the Securities Act or Exchange Act. This
certification is being furnished to the Commissioner and accompanies this Report
pursuant to SEC Release No. 33-8212.
(c) Reports on Form 8-K
The following reports on Form 8-K were filed with the Securities and Exchange
Commission by the Company during the last quarter of the period covered by this
Report.
(1) A current report on Form 8-K dated December 18, 2003 that reported the
effectiveness of a change in the Company's state of incorporation from Delaware
to California.
(2) A current report on Form 8-K dated December 10, 2003 that reported a press
release concerning the addition of a loan production office in the Rancho
Bernardo area of San Diego, California and the employment of Carl R. Kruse as
Senior Vice President.
(3) A current report on Form 8-K dated December 8, 2003 that reported a press
release concerning the employment of Ronald R. Bradley as Senior Vice President.
(4) A current report on Form 8-K dated November 19, 2003 that reported a press
release concerning the naming of Temecula Valley Bank as the nation's eighth
largest SBA lender.
(5) A current report on Form 8-K dated November 3, 2003 that reported a press
release concerning the seeking of shareholder approval of a two-for-one stock
split and a reincorporation into California.
(6) A current report on Form 8-K dated October 20, 2003 that reported a press
release concerning earnings for the third quarter of 2003.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, the Bank has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
TEMECULA VALLEY BANCORP INC.
DATE: April 15, 2004 BY: /s/ Stephen H. Wacknitz
----------------------------------------
Stephen H. Wacknitz, President/CEO,
Chairman of the Board
BY: /s/ Donald A. Pitcher
----------------------------------------
Donald A. Pitcher, Senior Vice President
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Director April 15, 2004
/s/- Dr. Steven W. Aichle
Dr. Steven W. Aichle
Director April 15, 2004
/s/- Dr. Robert P. Beck
Dr. Robert P. Beck
Director April 15, 2004
/s/- Neil M. Cleveland
Neil M. Cleveland
Director and April 15, 2004
/s/- Luther J. Mohr Chief Operating Officer
Luther J. Mohr
President/CEO/ April 15, 2004
/s/- Stephen H. Wacknitz Chairman of the Board
Stephen H. Wacknitz
Director April 15, 2004
/s/- Richard W. Wright
Richard W. Wright
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