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): June 15, 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 8.01 - Other Events.
The Federal Deposit Insurance Corporation ("FDIC") issued a Supervisory
Prompt Corrective Action Directive ("Directive") to Temecula Valley Bank
("Bank"), the banking subsidiary of Temecula Valley Bancorp Inc. ("Company"),
dated June 15, 2009. Prior to its issuance, the Bank was subject to all of the
Directive's restrictions except that: (1) the recapitalization requirements
previously imposed by the Bank's regulators required earlier action and more
capital; and (2) the asset growth limitation was previously in the form of plans
to be adopted by the Bank to reduce the level of land and construction loans and
the level of classified and delinquent loans. Those prior requirements remain in
effect. Thus, before its receipt of the Directive, the Bank had addressed or was
in the process of addressing each element of the Directive, as more specifically
addressed below.
The Directive requires the Bank to take one or more of the following
actions to recapitalize the Bank within 30 days, or by July 15, 2009: (1) sell
enough voting shares or obligations of the Bank so that the Bank will be
"adequately capitalized," as defined under the Federal Deposit Insurance Act
("Act") and the relative FDIC regulations, after the sale; and/or (2) accept an
offer to be acquired by a depository institution holding company or combine with
another insured depository institution. As announced on June 1, 2009, the
Company has entered into a letter of intent with Bancroft Capital, LLC dated May
27, 2009. There is no assurance that the transactions contemplated in the letter
of intent will result in a completed transaction or that any other strategy to
recapitalize the Bank will be successful.
The Directive states that the FDIC has categorized the Bank as being a
"significantly undercapitalized" depository institution, as defined under the
Act and FDIC rules and regulations, prohibits the acquisition or roll-over of
brokered deposits and restricts the interest rates that the Bank may pay on
deposits to prevailing rates in accordance with FDIC regulations. The Bank
ceased acquiring brokered deposits and began implementing the applicable rate
restrictions in January 2009. In addition, the Directive states that the Bank is
not permitted to increase its average total assets or make any capital
distributions to the Company or to pay bonuses or increase the compensation of
any director or officer of the Bank. As previously disclosed, the Bank embarked
upon an asset reduction strategy in December 2008 and has substantially
decreased the overall compensation levels at the Bank with most of the executive
officers taking a voluntary pay reduction in May 2009; the directors voluntarily
ceased taking any form of compensation in January 2009.
For further information about the Directive, see the full text of the
Directive, which is attached as Exhibit 99.1 to this Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibit
99.1 Federal Deposit Insurance Corporation Supervisory Prompt
Corrective Action Directive, dated June 15, 2009
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 17, 2009 By: /s/ FRANK BASIRICO, JR.
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Frank Basirico, Jr.
Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Federal Deposit Insurance Corporation Supervisory
Prompt Corrective Action Directive, dated June 15, 2009