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): November 21, 2006
----------------
TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 0001172678 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))
Item 3.02 Unregistered Sales of Equity Securities.
As described in the press release attached as Exhibit 99.1 to this report and
incorporated herein by reference, on November 21, 2006, Temecula Valley Bancorp
Inc. ("Company") completed a private placement of shares of its common stock.
The purchase price was $21.31 per share for the 64,139 shares sold to 19
employees, officers and directors of the Company or its bank subsidiary, and the
Company's employee stock ownership plan. The purchase price for the remaining
1,336,430 shares sold to other investors was $19.00 per share. The placement was
made under the exemption from registration provided by Section 4(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D thereunder, on
the basis that the placement did not involve any public offering and the
purchasers were accredited or sophisticated and had sufficient access to the
kind of information registration would provide.
Under the terms of a registration rights agreement between the Company and each
stock purchaser in the placement, the Company will use its reasonable best
efforts to prepare and file with the Securities and Exchange Commission, within
90 days after the closing of the placement, a registration statement covering
resale of the shares of common stock issued in the placement and to have that
registration statement declared effective within 180 days.
Under the terms of subscription agreements dated November 21, 2006 between the
Company and each stock purchaser under the placement, each purchaser offered to
buy common stock under certain conditions and made customary representations.
Item 9.01- Exhibits.
The list of exhibits called for by this Item is incorporated by this reference
to the Exhibit List attached to this report.
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: November 21 2006 By: /s/ STEPHEN H. WACKNITZ
---------------------------------
Stephen H. Wacknitz
Chief Executive Officer and President
Exhibit List
10.1 Form of Registration Rights Agreement, dated November 21, 2006, among
the Company and the investors listed in Exhibit 10.1
10.2 Forms of Subscription Agreement, dated as of November 21, 2006, between
Temecula Valley Bancorp Inc. and each of the investors named therein
along with the number of shares purchased as listed in Exhibit 10.2
99.1 Press Release of the Company dated November 21, 2006