UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 22, 2006
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TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 46-0476193
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of incorporation) 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 5.03 - Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The Board of Directors of Temecula Valley Bancorp Inc. ("Corporation") adopted
an amendment to the Corporation's Bylaws, effective as of March 22, 2006. The
amendment is set forth in Exhibit 3(iii) to this Form 8-K and is described
below.
Section 3.3 of Article III of the Corporation's Bylaws was amended in order to
adopt advance notice requirements covering shareholder proposals and board
nominations that are intended to be presented at shareholders' meetings without
inclusion in the Corporation's proxy materials pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934 ("non-Rule 14a-8 proposals"). New Section 3.3
sets the close of business on April 30, 2006 as the deadline for submission of
non-Rule 14a-8 proposals for the 2006 annual meeting of shareholders and also
sets deadlines for submission of non-Rule 14a-8 proposals to be presented at
future annual and special shareholders' meetings. The Bylaws previously did not
contain advance notice provisions or deadlines for submission of non-Rule 14a-8
proposals. The amendment also deletes the requirement to recite this section of
the Bylaws in every notice to shareholders of a meeting at which directors are
to be elected.
Item 9.01--Financial Statements and Exhibits.
Exhibit 3(iii) - Action with Respect to Bylaws
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: March 22, 2006 By: /s/ STEPHEN H. WACKNITZ
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Stephen H. Wacknitz
Chief Executive Officer and President