UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 2
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: September 30, 2004
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _______________ to ___________________
TEMECULA VALLEY BANCORP INC.
(Exact name of registrant as specified in its charter)
California 46-0476193
(State or other jurisdiction of (I.R.S. Employer
incorporation of organization) Identification No.)
27710 Jefferson Avenue, Suite A100
Temecula, California 92590
(Address of principal executive offices)
Registrant's telephone number, including area code: (951) 694-9940
Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act during the preceding 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 whether or not the Company is an accelerated filer as defined in Exchange
Act Rule 12b-2.
Yes [ ] No [X]
As of November 10, 2004, there were 8,708,467 shares of the Registrant's common
stock outstanding.
EXPLANATORY NOTE
This amendment is being filed to change the response in Item 5 from "None" to
the information provided herein below.
This Report continues to be presented as of the date of the original Quarterly
Report on Form 10-Q and the Company has not updated the disclosure in this
Report to a later date. Therefore, this amendment should be read together with
other documents that the Company has filed with the Securities and Exchange
Commission subsequent to the filing of the original Quarterly Report on Form
10-Q and the first amendment thereto. Information in such reports and documents
updates and supersedes certain information contained in this amendment.
ITEM 5. OTHER INFORMATION
(a) Below is a listing of information and the related exhibits that
were filed with this Form 10Q, as amended by amendment No. 1, or filed with the
Company's Form 10K on March 31, 2005 but with respect to which Form 8Ks were not
filed during the period covered by this Form 10Q, as amended.
10.10 First Amendment to James W. Andrews Employment Agreement dated
November 24, 2004 filed on March 31, 2005 as an Exhibit to the
Company's Form 10K. Under the amendment, Temecula Valley Bank
("Bank")agreed to pay $40,000 for a golf membership. Mr. Andrews is
required, under certain circumstances, to reimburse the Bank for this
amount. The Bank also agreed to pay up to $500 per month in monthly
dues for the golf membership.
10.13 Amended and Restated Salary Continuation Agreement between Temecula
Valley Bank and Stephen H. Wacknitz dated September 30, 2004, filed on
November 18, 2004 as an Exhibit to the Company's Form 10-Q/A. Benefits
under the plan are contingent upon a multitude of factors including
the applicable vesting schedule, the reason for termination
(retirement as opposed to a change of control, for example) and the
timing of the event giving rise to the payment, which payment can be,
in some instances, a one time lump sum payment at present value
(except that in the case of a change in control, the payment would be
at the fully vested value) or payments over a period of years.
10.18 Executive Deferred Compensation Agreement between Temecula Valley Bank
and Stephen H. Wacknitz dated September 30, 2004, filed on November
18, 2004 as an Exhibit to the Company's Form 10-Q/A. This agreement
allows Mr. Wacknitz to defer income, and then have that deferred
amount paid to him, at retirement (age 70) or upon termination of
employment. The deferred amount earns 10% per annum interest,
compounded monthly.
10.20 Amended and Restated Salary Continuation Agreement between Temecula
Valley Bank and Scott J. Word dated September 30, 2004, filed on
November 18, 2004 as an Exhibit to the Company's Form 10-Q/A. Benefits
under the plan are contingent upon a multitude of factors including
the vesting schedule, the reason for termination (retirement as
opposed to a change of control, for example) and the timing of the
event giving rise to the payment, which can be, in some instances, a
one time lump sum payment at present value or payments over a period
of years.
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10.21 Split Dollar Agreement between Temecula Valley Bank and Thomas P.
Ivory dated September 30, 2004, filed on November 18, 2004 as an
Exhibit to the Company's Form 10-Q/A. This agreement provides that Mr.
Ivory and the Bank split a death benefit of the single premium life
insurance premiums. The death benefit for Mr. Ivory is contingent upon
a vesting schedule. . 10.22 Split Dollar Agreement between Temecula
Valley Bank and Luther J. Mohr dated September 30, 2004, filed on
November 18, 2004 as an Exhibit to the Company's Form 10-Q/A. This
agreement provides that Mr. Mohr and the Bank split a death benefit of
the single premium life insurance premiums. The death benefit for Mr.
Mohr is the remaining Salary Continuation Plan benefit according to a
vesting schedule.
10.23 Split Dollar Agreement between Temecula Valley Bank and Stephen H.
Wacknitz dated September 30, 2004, filed on November 18, 2004 as an
Exhibit to the Company's Form 10-Q/A. This agreement provides that Mr.
Wacknitz and the Bank split a death benefit of the single premium life
insurance premiums. The death benefit for Mr. Wacknitz is the
remaining Salary Continuation Plan benefit according to a vesting
schedule.
10.24 Split Dollar Agreement between Temecula Valley Bank and Scott J. Word
dated September 30, 2004, filed on November 18, 2004 as an Exhibit to
the Company's Form 10-Q/A. This agreement provides that Mr. Word and
the Bank split a death benefit of the single premium life insurance
premiums. The death benefit for Mr. Word is the remaining SCP Benefit
according to a vesting schedule.
10.27 Amended and Restated Salary Continuation Agreement between Thomas M.
Shepherd and Temecula Valley Bank dated September 30, 2004 filed on
March 31, 2005 as an Exhibit to the Company's Form 10K. Benefits under
the plan are contingent upon a multitude of factors including the
vesting schedule, the reason for termination (retirement as opposed to
a change of control, for example) and the timing of the event giving
rise to the payment, which can be, in some instances, a one time lump
sum payment at present value or payments over a period of years.
10.28 Split Dollar Agreement between Thomas M. Shepherd and the Bank dated
September 30, 2004, filed on March 31, 2005 as an Exhibit to the
Company's Form 10K. This agreement provides that Mr. Shepherd and the
Bank split a death benefit of the single premium life insurance
premiums. The death benefit for Mr. Shepherd is the remaining Salary
Continuation Plan benefit according to a vesting schedule.
10.29 Amended and Restated Salary Continuation Agreement between Donald A.
Pitcher and Temecula Valley Bank dated September 30, 2004, filed on
March 31, 2005 as an Exhibit to the Company's Form 10K. Benefits under
the plan are contingent upon a multitude of factors including the
vesting schedule, the reason for termination (retirement as opposed to
a change of control, for example) and the timing of the event giving
rise to the payment, which can be, in some instances, a one time lump
sum payment at present value or payments over a period of years.
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10.30 Split Dollar Agreement between Temecula Valley Bank and Donald A.
Pitcher dated September 30, 2004, filed on March 31, 2005 as an
Exhibit to the Company's Form 10K. This agreement provides that Mr.
Pitcher and the Bank split a death benefit of the single premium life
insurance premiums. The death benefit for Mr. Pitcher is the remaining
Salary Continuation Plan benefit according to a vesting schedule.
(b) None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits
Exhibit No Description of Exhibit
- ---------- ----------------------
10.13 Amended and Restated Salary Continuation Agreement between Temecula
Valley Bank and Stephen H. Wacknitz dated September 30, 2004, filed on
November 18, 2004 as an Exhibit to the Company's Form 10-Q/A
10.14 Amended and Restated Salary Continuation Agreement between Temecula
Valley Bank and Luther J. Mohr dated January 28, 2004, filed on
November 18, 2004 as an Exhibit to the Company's Form 10-Q/A.
10.17 Executive Deferred Compensation Agreement between Temecula Valley Bank
and Thomas P. Ivory dated April 1, 2001, filed on November 18, 2004 as
an Exhibit to the Company's Form 10-Q/A
10.18 Executive Deferred Compensation Agreement between Temecula Valley Bank
and Stephen H. Wacknitz dated September 30, 2004, filed on November
18, 2004 as an Exhibit to the Company's Form 10-Q/A.
10.19 Salary Continuation Agreement between Temecula Valley Bank and Stephen
H. Wacknitz dated January 28, 2004 filed on November 18, 2004 as an
Exhibit to the Company's Form 10-Q/A.
10.20 Amended and Restated Salary Continuation Agreement between Temecula
Valley Bank and Scott J. Word dated September 30, 2004, filed on
November 18, 2004 as an Exhibit to the Company's Form 10-Q/A.
10.21 Split Dollar Agreement between Temecula Valley Bank and Thomas P.
Ivory dated September 30, 2004, filed on November 18, 2004 as an
Exhibit to the Company's Form 10-Q/A.
10.22 Split Dollar Agreement between Temecula Valley Bank and Luther J. Mohr
dated September 30, 2004, filed on November 18, 2004 as an Exhibit to
the Company's Form 10-Q/A.
10.23 Split Dollar Agreement between Temecula Valley Bank and Stephen H.
Wacknitz dated September 30, 2004, filed on November 18, 2004 as an
Exhibit to the Company's Form 10-Q/A.
10.24 Split Dollar Agreement between Temecula Valley Bank and Scott J. Word
dated September 30, 2004, filed on November 18, 2004 as an Exhibit to
the Company's Form 10-Q/A.
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 and Chief Financial
Officer of Registrant submitted to the Securities and Exchange
Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TEMECULA VALLEY BANCORP INC.
DATE: April 11, 2005 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
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