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): January 28, 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))
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Item 1.01 - Entry into a Material Definitive Agreement.
On January 28, 2009, the Board of Directors of Temecula Valley Bank
("Bank"), the principal bank subsidiary of Temecula Valley Bancorp Inc.
("Company") took action with respect to director compensation. These changes are
described in the attached exhibit.
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers; Compensatory Arrangements of Certain
Officers.
On January 28, 2009, the Board of Directors of the Bank, upon the
recommendation of its Executive Officer Compensation Committee, approved changes
in executive officer compensation for the Bank's Chief Executive Officer and the
Bank's President/Chief Operating Officer. These changes are described in the
attached exhibit.
Item 8.01 - Other Events.
The Board of Directors of the Company has approved the deferral of
regularly scheduled quarterly interest payments with respect to an aggregate of
$56,924,250 of its junior subordinated debentures (the "Subordinated
Debentures") associated with its five statutory trust subsidiaries that were
formed for the purpose of issuing trust preferred securities. Pursuant to the
indentures for the Subordinated Debentures, the Company can elect to defer
payments of interest for up to 20 consecutive quarterly periods, provided that
there is no event of default (as defined in the indentures) existing at the time
of deferral. The Company is not in default under any of the indentures. During a
period when interest payments are being deferred, the Company may not, among
other things and subject to certain exceptions, declare or pay dividends or
otherwise make distributions with respect to the Company's capital stock or
repurchase any of its capital stock or pay principal or interest on debt that
ranks pari passu or junior to the Subordinated Debentures. Interest on the
Subordinated Debentures continues to accrue during the deferral period and
interest on the deferred interest also accrues, both of which must be paid at
the end of the deferral period. The Company has the right to further defer
interest payments, provided that no deferral period, together with all prior
deferrals, may exceed 20 consecutive quarters.
Contemporaneous with this disclosure, the Company will provide notices under the
indentures related to the Subordinated Debentures issued to Temecula Valley
Statutory Trusts II, III, IV, V and VI, electing to defer interest payments due
on March 17, March 20, March 15, March 30 and March 30, respectively.
The total estimated annual interest that would be payable on the Subordinated
Debentures, if not deferred, would approximate $3,429,885, based on current
variable rates.
Certain information in this report is being furnished, not filed, pursuant to
Section 18 of the Securities Exchange Act of 1934, as amended. Accordingly, such
information will not be incorporated by reference into any of our filings,
unless specifically identified therein as being incorporated therein by
reference. The furnishing of such information in this report and Exhibit 99.1 to
this report are not intended to, and do not, constitute a determination or
admission by the Company that such information is material or complete, or that
investors should consider this information before making an investment decision
with respect to any security of the Company.
Item 9.01 - Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Description
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10.1 Director Compensation
10.2 Executive Officer Compensation
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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: February 3, 2009 By: /s/ FRANK BASIRICO, JR.
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Frank Basirico, Jr.
Chief Executive Officer