UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 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 May 12, 2004, there were 8,363,742 shares of the Registrant's common
stock, at no par value per share, outstanding.
EXPLANATORY NOTE
This amendment is being filed to properly reference two exhibits that were filed
as Exhibits 10.14 and 10.19 with the original Form 10Q. Both exhibits were
Salary Continuation Plans, one for Stephen H. Wacknitz, Chief Executive Officer,
and the other for Luther J. Mohr, Chief Operating Officer. The exhibits filed
with the original Form 10Q were dated January 1, 2004 but those agreements were
modified and replace, and then entered into as of January 28, 2004.
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.
EXHIBITS AND REPORTS ON FORM 8-K
(a) 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., as amended.
4.1 Common Stock Certificate of Temecula Valley Bancorp Inc.
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 filed
on March 31, 2004 as an Exhibit to Temecula Valley Bancorp's Form 10K.
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10.3 Brian D. Carlson Employment Agreement dated December 1, 2003 filed on March
31, 2004 as an Exhibit to Temecula Valley Bancorp's Form 10K.
10.4 Luther J. Mohr Employment Agreement dated October 1, 2003 filed on March31,
2004 as an Exhibit to Temecula Valley Bancorp's Form 10K.
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 filed on April 16, 2004 as an Exhibit to Temecula Valley
Bancorp's Form 10K, Amendment No. 2.
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 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.
10.14 Amended and Restated Salary Continuing 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..
10.15 Amended and Restated Salary Continuation Agreement between Temecula Valley
Bank and Scott Word dated January 1, 2004, filed on May 17, 2004 as an Exhibit
to the Company's Form 10-Q..
10.16 Amended and Restated Salary Continuing Agreement between Temecula Valley
Bank and Brian D. Carlson dated January 1, 2004, filed on May 17, 2004 as an
Exhibit to the Company's Form 10-Q.
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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(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 March 3, 2004 reported amendments to the
Registrant's Code of Ethics.
(2) A current report on Form 8-K dated February 6, 2004 that reported a press
release concerning the addition of a loan production office in Cleveland, Ohio
and the employment of Bryan P. Stevens as Senior Vice President, SBA East Coast
Sales Manager.
(3) A current report on Form 8-K dated February 2, 2004 that reported a press
release concerning earnings for the 12 month period ended December 31, 2003.
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
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Donald A. Pitcher, Senior Vice President
Chief Financial Officer
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