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): January 12, 2009
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TEMECULA VALLEY BANCORP INC.
(Exact name of Registrant as specified in its charter)
California 001-33897 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))
1.01 - Entry Into a Material Definitive Agreement.
Temecula Valley Bancorp Inc. ("Company") and Temecula Valley Bank ("Bank")
entered into an agreement with Mr. Stephen H. Wacknitz (the "Wacknitz
Agreement") on January 12, 2009. Mr. Wacknitz is a former executive officer of
Company and Bank and the largest shareholder of Company. The Wacknitz Agreement
was designed to leave intact a portion of the retirement benefits due to Mr.
Wacknitz by contract and further designed to terminate other contractual
benefits so as to enhance the capital positions of Company and Bank. Thus, Mr.
Wacknitz will enjoy the benefits under his deferred compensation plan (filed as
an exhibit on November 18, 2004 to Company's 10-K/SB) and Bank's 401(k) plan
(filed as an exhibit on April 16, 2004 to Company's 10-Q/A), however, the
benefits under the agreements listed in Item 1.02 have been mutually terminated.
In addition, Mr. Wacknitz is retiring from the Board of Directors of Company and
Bank, effective on January 12, 2009, however, Bank will be able to avail itself
of Mr. Wacknitz' 40 years of banking expertise pursuant to a one year, $125,000
for the year, consulting engagement under the Wacknitz Agreement.
1.02 - Termination of a Material Definitive Agreement.
As described in Item 1.01, in the Wacknitz Agreement, Mr. Wacknitz, Company
and Bank agreed to the termination of the following agreements effective as of
December 3, 2008 in order to provide additional capital to Bank and Company and
to relieve Bank of any obligations to pay a severance amount. As described in
items a, b and c, these actions will provide additional capital to Bank: a) the
Amended and Restated Salary Continuation Agreement between Mr. Wacknitz and Bank
dated September 30, 2004 ; accrued balance of $1,783,622 will be contributed to
the Bank's capital, after deduction of applicable corporate income taxes of
approximately 41%, as of December 3, 2008 and no further payments will be made
under this agreement; b) the Executive Supplemental Compensation Agreement with
an effective date of January 1, 2005 between Mr. Wacknitz and Bank; accrued
balance of $2,997,453 will be contributed to the Bank's capital as of December
3, 2008, after deduction of applicable corporate income taxes of approximately
41%, and no payments will be made under this agreement; c) the Split Dollar
Insurance Agreement dated June 1, 2008 between Mr. Wacknitz and Bank; the Bank
will become the sole beneficiary under the underlying policies of insurance that
were subject to this agreement as a result of the termination; and d) the
Employment Agreement effective as of May 1, 2007, as amended, between Mr.
Wacknitz and Bank; no severance amounts will be paid under this agreement.
Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective January 12, 2009, in connection with the Wacknitz Agreement and a
desire to retire, Mr. Wacknitz resigned as a Board member of both the Company's
and the Bank's Board of Directors. In order for the Company to continue to avail
itself of Mr. Wacknitz' expertise after his resignation, the Company and the
Bank have entered into a one-year consulting agreement with Mr. Wacknitz as
described in Item 1.01.
Item 8.01--Other Events.
To avail itself of capital market expertise on an ongoing basis during
these uncertain economic times, and to assist in making sure that paths are
chosen on an informed basis, the Company entered into a financial advisory
agreement with Stifel, Nicolaus & Company on January 12, 2009. Under the
agreement, Stifel will receive a monthly fee and a financial services fee
(collectively, the "Fees"). The Fees will be deducted from other fees that
Stifel may earn if we choose to conduct a capital raise in the future or engage
in other strategic transactions. Company also agreed to provide indemnification
in certain circumstances.
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: January 13, 2009 By: /s/ FRANK BASIRICO
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Frank Basirico
Chief Executive Officer