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): September 27, 2006
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TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 46-0476193
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
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 1.01 - Entry Into a Material Definitive Agreement.
On September 27, 2006, Temecula Valley Bancorp Inc. (the "Company") completed a
private placement of $12,000,000 of trust preferred securities (the
"Securities") through Temecula Valley Statutory Trust V, a Delaware trust (the
"Trust"), a statutory trust formed by the Company for that purpose, pursuant to
a Purchase Agreement dated September 27, 2006 among the Company, the Trust and
TWE, Ltd.
In connection with this issuance, the Company entered into an Amended and
Restated Trust Agreement dated September 27, 2006 among the Company, Wilmington
Trust Company ("Delaware Trustee") and the administrators named therein,
pursuant to which the Securities were issued in accordance with the Purchase
Agreement. The Securities require quarterly distributions and bear interest at a
floating rate equal to the three-month LIBOR rate plus 1.60%. The initial rate
is 6.97%. The Securities mature in 30 years and are redeemable, in whole or in
part, without penalty, at the option of the Company after five years.
The proceeds from the sale of the Securities were used by the Trust to purchase
from the Company $12,000,000 in aggregate principal amount of the Company's
floating rate junior deferrable interest debentures due in 2036 (the
"Debentures").
The Debentures were issued pursuant to an indenture (the "Indenture") dated
September 27, 2006 by and between the Company and the Delaware Trustee. The
Debentures bear interest at a floating rate equal to the three month LIBOR rate
plus 1.60%. The initial rate is 6.97%, and the Debentures are redeemable,
without penalty, at the option of the Company after five years. The interest
payments on the Debentures made by the Company will be used to pay the quarterly
distributions payable by the Trust to the holders of the Securities.
The Company also entered into a guarantee agreement with the Delaware Trustee
providing for the limited guarantee by the Company of certain payments by the
Trust.
On September 27, 2006, the Board of Directors of Temecula Valley Bank ("Bank"),
upon the recommendation of its Executive Officer Compensation Committee,
approved an increase in the annual base compensation of Scott J. Word, EVP/SLO,
from $180,000 to $189,000 effective July 1, 2006.
Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
See the description in the first five paragraphs of Item 1.01 above, which is
incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits.
(c) Exhibits.
10.44 Amended and Restated Declaration of Trust dated as of
September 27, 2006
10.45 Indenture dated as of September 27, 2006
10.46 Purchase Agreement dated as of September 27, 2006
10.47 Guarantee dated as of September 27, 2006
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: September 27, 2006 By: /s/ STEPHEN H. WACKNITZ
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Stephen H. Wacknitz
Chief Executive Officer and President