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): May 26, 2005
_____________________
TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 46-0476193
(State or other (Commission (I.R.S. Employer
jurisdiction of incorporation) File Number) Identification Number)
27710 Jefferson Avenue
Suite A100
Temecula, California 92590
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (951) 694-9940
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 - Entry into a Material Definitive Agreement.
On June 1, 2005, Temecula Valley Bank (the "Bank"), the principal operating
subsidiary of Temecula Valley Bancorp Inc. (the "Company") entered into two
Salary Continuation Plans ("SCPs"), one with William H. McGaughey, the Bank's
Executive Vice President/Chief Operating Officer, and the other with Robert R.
Flores, Jr., the Bank's Executive Vice President/SBA National Sales Manager.
Both SCPs generally provide for up to a $100,000 yearly benefit for fifteen
years upon retirement or other benefits based upon the cause of termination and
the timing of the termination.
Item 5.05 - Amendments to the Registrant's Code of Ethics, or Waiver of a
Provision of the Code of Ethics.
At a Board Meeting on May 25, 2005, the Company's Board of Directors
adopted a revised and restated Code of Business Conduct and Ethics for the
Company ("Code"). The revised Code expands the existing Code in the following
respects:
o Procedures for reporting violations of the Code to provide clear,
confidential channels for reporting to the Chief Risk Officer or to
the Chairman of the Audit Committee;
o The discussion of conflicts of interest to specify the situations
employees should be aware of and should comply with relative to
transactions involving the Company; and
o The compliance discussion relative to the necessity of accuracy in all
financial reports and other public communications.
Item 8.01 - Other Events.
On June 1, 2005, the Company filed its Listing Application: Publicly Traded
Securities with The Nasdaq Stock Market, Inc. The Company, through this
application, seeks listing on the Nasdaq National Market.
SIGNATURE
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.
TEMECULA VALLEY BANCORP INC.
Date: June 1, 2005 By: /s/ STEPHEN H. WACKNITZ
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Stephen H. Wacknitz
Chief Executive Officer and President