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): May 26, 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))
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") previously approved, subject to shareholder approval, amendments to
the Company's Articles of Incorporation that would (i) increase the number of
authorized shares of the Company's common stock from 40,000,000 to 90,000,000
and (ii) authorize 15,000,000 shares of preferred stock. According to the
preliminary results from the Company's annual shareholders meeting held on May
26, 2009, the Company's shareholders approved the amendment to increase the
authorized shares of common stock from 40,000,000 to 90,000,000. The
shareholders failed to approve the proposed amendment to authorize 15,000,000
shares of preferred stock.
The amendment will become effective upon filing with the California Secretary of
State, which we anticipate will occur within the next two weeks. Additional
information regarding the amendment is provided in the Definitive Proxy
Materials filed with the Securities and Exchange Commission on April 7, 2009.
A copy of Article III, as amended, and as approved by the Company's
shareholders, is attached to this report as Exhibit 3.1 and is incorporated
herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. Description
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3.1 Certificate of Amendment of Article III of the Company's Articles
of Incorporation, as amended, upon filing with the California
Secretary of State
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: May 26, 2009 By: /s/ FRANK BASIRICO, JR.
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Frank Basirico, Jr.
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Certificate of Amendment of Article III of the Company's Articles
of Incorporation, as amended, upon filing with the California
Secretary of State