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): June 27, 2007
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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 (the "Board") of Temecula Valley Bancorp Inc. (the
"Company") adopted a resolution amending and restating the Company's Bylaws (as
amended and restated, the "Bylaws") as of June 27, 2007.
Ability to Issue Uncertificated Shares
Recent regulatory changes require that exchange or Nasdaq-listed companies
become DRS eligible by January 1, 2008. DRS stands for "Direct Registration
System" and refers to a system pursuant to which shares may be held in book
entry form, without a certificate.
In order to assure that the Company's securities are DRS eligible, certain
changes to the Bylaws have been made and are reflected in Article VI, Section
6.4 and Article IV, Section 4.10 of the Bylaws.
As amended, the Bylaws permit the Company to issue certificated or
uncertificated shares. Previously, the Company's Bylaws provided every Company
shareholder with the right to have a certificate certifying the number of shares
owned by such shareholder.
Technological Updates
Multiple provisions were changed to reflect changes in the technologies
used to perform ministerial tasks and to permit electronic communication and
storage. In particular, provisions were changed to allow notice to be given
electronically for all meetings of shareholders (Article II, Section 2.5),
special meetings of the Board (Article III, Section 3.8), and with respect to
any other actions except as prohibited by applicable law (Article VI, Section
6.10). Notice by electronic delivery will be deemed given when dispatched
(Article VI, Section 6.10), and any person entitled to notice may waive it by
electronic transmission or transmissions (Article III, Section 3.13), and any
director or officer may resign by electronic transmission to the Company
(Article III, Section 3.5; Article IV, Section 4.4). A conforming amendment was
made in Article II, Section 2.4 to specify that third class mailings of notices
to shareholders require 30 days, minimum.
Item 9.01 - Exhibits.
(d) Exhibits
The following exhibits are filed with this Form 8-K:
3.1 Bylaws of the Company, as amended and restated
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 27, 2007 By: /s/ STEPHEN H. WACKNITZ
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Stephen H. Wacknitz
Chief Executive Officer and President