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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A/A
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TEMECULA VALLEY BANCORP INC. TEMECULA VALLEY STATUTORY TRUST VI
(Exact Name of Co-Registrants as Specified in Charters)
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CALIFORNIA DELAWARE
(State of Incorporation or Organization)(State of Incorporation or Organization)
46-0476193 51-6596291
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
27710 Jefferson Avenue, Suite A100
Temecula, California 92590
(Address of Co-Registrants' Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [_]
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Securities Act registration statement file number to which this form
relates: 333-147877
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Trust Preferred Securities THE NASDAQ Stock Market LLC
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of class)
Item 1. Description of Registrants' Securities to be Registered.
For a description of the securities to be registered hereunder, reference
is made to the information under the heading "Description of the Trust Preferred
Securities" on pages 24 through 32 of the Registrants' Prospectus dated December
7, 2007 (Registration No. 333-147877), as supplemented by the information under
the heading "Description of the Junior Subordinated Notes" on pages 32 through
42 and the information under the heading "Risk Factors" on pages 10 through 20.
Item 2. Exhibits.
99.1. Prospectus, incorporated by reference to the Registrants'
registration statement ("Registration Statement") on Form S-3 filed on December
7, 2007 (Registration No. 333-147877), as amended on December 10, 2007.
99.2. Form of Junior Subordinated Indenture between Temecula Valley Bancorp
Inc. and Wilmington Trust Company, incorporated by reference herein, as set
forth at Exhibit 4.1 of the Registration Statement.
99.3. Form of Amended and Restated Trust Agreement among Temecula Valley
Bancorp Inc., Wilmington Trust Company as the Property Trustee, Wilmington Trust
Company as the Delaware Trustee, and the Administrative Trustees, incorporated
by reference herein, as set forth at Exhibit 4.5 of the Registration Statement.
99.4. Guarantee Agreement between Temecula Valley Bancorp Inc. and
Wilmington Trust Company, incorporated by reference herein, as set forth at
Exhibit 4.7 of the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Section 12 of the Securities Exchange
Act of 1934, each of the Registrants has duly caused this registration statement
or amendment thereto to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: December 27, 2007 TEMECULA VALLEY BANCORP INC.
By: /s/ Stephen H. Wacknitz
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Stephen H. Wacknitz
President and Chief Executive Officer
Date: December 27, 2007 TEMECULA VALLEY STATUTORY
TRUST VI
By: /s/ Donald A. Pitcher
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Donald A. Pitcher
Administrator
INDEX TO EXHIBITS
Exhibit No. Exhibit
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99.1 Prospectus, incorporated by reference to the Registrants' registration statement ("Registration Statement")
on Form S-3 filed on December 7, 2007 (Registration No. 333-147877), as amended on December 10, 2007.
99.2 Form of Junior Subordinated Indenture between Temecula Valley Bancorp Inc. and Wilmington Trust Company,
incorporated by reference herein, as set forth at Exhibit 4.1 of the Registration Statement.
99.3 Form of Amended and Restated Trust Agreement among Temecula Valley Bancorp Inc., Wilmington Trust Company
as the Property Trustee, Wilmington Trust Company as the Delaware Trustee, and the Administrative Trustees,
incorporated by reference herein, as set forth at Exhibit 4.5 of the Registration Statement.
99.4 From of Guarantee Agreement between Temecula Valley Bancorp Inc. and Wilmington Trust Company, incorporated
by reference herein, as set forth at Exhibit 4.7 of the Registration Statement.