8-K

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): May 26, 2005

Heritage Commerce Corp
(Exact name of registrant as specified in its charter)

 

California	000-23877	77-0469558
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

150 Almaden Boulevard
San Jose, California    95113
(Address of principal executive offices including zip code)

(408) 947-6900
(Registrant's telephone number, including area code)

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 Rule14d-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 3.03 Material Modification to Rights of Security Holders.

At its meeting held on May 26, 2005, the Board of Directors approved an amendment to the Company's Bylaws that eliminates the classification of the Company's Board of Directors and requires each director to stand for election on an annual basis. A copy of the amendment is included as an exhibit to this report. The amendment was approved by a majority of the issued and outstanding shares of the Company's common stock.

At its meeting held on May 26, 2005, the Company's shareholders also approved an amendment to the Company's Articles of Incorporation to permit shareholders to exercise cumulative voting in the election of the Board of Directors. The amendment was approved by a majority of the issued and outstanding shares of the Company's common stock. A copy of the amendment is included as an exhibit to this report.

ITEM 4.01 Change in Registrant's Certifying Accountant.

On May 26, 2005, the Audit Committee of the Registrant's Board of Directors dismissed Deloitte & Touche LLP ("Deloitte") as the Registrant's independent certifying accountant. The Audit Committee's decision was ratified by the Board of Directors as a whole.

Deloitte's reports on the Registrant's consolidated financial statements for the years ended December 31, 2005 and 2004, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Registrant's two most recent fiscal years and the subsequent interim period through the date of Deloitte's dismissal, there were no disagreements between the Registrant and Deloitte on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of Deloitte, would have caused it to make a reference to the subject matter of the disagreements in connection with its reports.

During the Registrant's two most recent fiscal years and the subsequent interim period through the date of Deloitte's dismissal there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except as follows: Deloitte's report on the Registrant's internal control over financial reporting dated March 30, 2005 expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting as of December 31, 2004 because of a material weakness. The following material weakness had been identified and included in management's assessment: The Company did not design and implement controls over the selection and application of accounting policies for complex, non-routine transactions. The Audit Committee has discussed this matter with Deloitte. Deloitte has been authorized to respond fully to the inquiries of the successor independent registered public accounting firm.

Effective May 26, 2005, the Registrant selected Crowe Chizek and Company LLC as its new independent registered public accounting firm. During the two most recent years and the subsequent interim period to the date hereof, the Registrant did not consult with Crowe Chizek and Company LLC regarding any of the matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.

ITEM 8.01 Other Events

At its meeting held May 26, 2005, the Registrant's Board of Directors authorized the Registrant to extend its stock repurchase program to December 31, 2005.

ITEM 9.01 Financial Statements and Exhibits

(C) Exhibits

3.1	Certificate of Amendment of Articles of Incorporation
3.2	Amendment to Bylaws
16.1	Letter from Deloitte & Touche LLP regarding change in certifying accountant

SIGNATURES

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 thereunto duly authorized.

Date: June 2, 2005	HERITAGE COMMERCE CORP
	By: /s/ Lawrence D. McGovern Name: Lawrence D. McGovern Executive Vice President and Chief Financial Officer

Index to Exhibits

Exhibit No.	Description
3.1	Certificate of Amendment of Articles of Incorporation    also provided in PDF format as a courtesy.
3.2	Amendment to Bylaws    also provided in PDF format as a courtesy.
16.1	Letter from Deloitte & Touche LLP regarding change in certifying accountant    also provided in PDF format as a courtesy.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION
OF
HERITAGE COMMERCE CORP.

Larry D. McGovern and Rebecca A. Levey certify that:

1. They are the duly elected and acting Executive Vice President and Chief Financial Officer and Secretary, respectively, of Heritage Commerce Corp., a California corporation.

2. The Restated Articles of Incorporation of this corporation are amended by deleting in its entirely ARTICLE VII.

3. The foregoing amendment of Restated Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment of Restated Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Section 902, Corporations Code. The total number of outstanding shares entitled to vote with respect to the amendment was 11,788,426 common shares. The number of shares voting in favor of the amendment equaled or exceeded the vote required. The percentage vote required was more than 50%.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: May 26, 2005

_____________________________
Larry D. McGovern
Executive Vice President and Chief Financial Officer

_____________________________
Rebecca A. Levey,
Corporate Secretary

EX-3.2

Exhibit 3.2

CERTIFICATE OF SECRETARY

I, REBECCA LEVEY, Secretary of HERITAGE COMMERCE CORP., a California corporation, do hereby certify that the following is a true and correct copy of resolutions adopted by the Shareholders of the corporation at the Annual Meeting of Shareholders duly held on May 26, 2005; that the originals thereof are contained in Minute Book of the corporation; and that such resolutions are in full force and effect and have not been altered, amended, modified or revoked:

Section 2.9 is hereby amended by deleting subparagraph (b). Section 2.9 shall read in its entirety as follows:

2.9 Nomination, Election and Term of Office.

(a) Nomination for election of directors may be made by the Board of Directors or by any holder of any outstanding class of capital stock of the Corporation entitled to vote for the election of directors. Notice of intention to make any nominations shall be made in writing and shall be delivered or mailed to the President of the Corporation not less than 21 days nor more than 60 days prior to any meeting of shareholders called for the election of directors; provided, however, that if less than 21 days' notice is given to shareholders, such notice of intention to nominate shall be mailed or delivered to the President of the Corporation not later than the close of business on the tenth day following the day on which the notice of such meeting is sent by third class mail (if permitted by law), no notice of intention to make nominations shall be required. Such notification shall contain the following information to the extent known to the notifying shareholder:

(1) the name and address of each proposed nominee;

(2) the principal occupation of each proposed nominee;

(3) the number of shares of capital stock of the Corporation owned by each proposed nominee;

(4) the name and residence address of the notifying shareholder;

(5) the number of shares of capital stock of the Corporation owned by the notifying shareholder;

(6) the number of shares of capital stock of any bank, bank holding company, savings and loan association or other depository institution owned beneficially by the nominee or by the notifying shareholder and the identities and locations of any such institutions;

(7) whether the proposed nominee has ever been convicted of or pleaded nolo contendere to any criminal offense involving dishonesty or breach of trust, filed a petition in bankruptcy or been adjudged bankrupt; and

(8) a statement regarding the nominee's compliance with Section 2.3 of these Bylaws.

Nominations not made in accordance herewith may, in the discretion of the Chairman of the meeting, be disregarded and upon the Chairman's instructions, the inspectors of election can disregard all votes cast for each nominee. A copy of this paragraph shall be set forth in a notice to shareholders of any meeting at which directors are to be elected.

(b) Directors shall be elected at each annual meeting of the shareholders to hold office until the next annual meeting. Each director, including a director elected to fill a vacancy, shall hold office until the expiration of the term for which elected and until a successor has been elected and qualified. .

Section 2.10 is hereby amended to read in its entirety as follows:

2.10 Removal.

(a) Any or all of the directors may be removed without cause if such removal is approved by the affirmative vote of a majority of the outstanding shares entitled to vote at an election of directors, subject to the following:

(1) No director may be removed (unless the entire board is removed) when the votes cast against removal, or not consenting in writing to the removal, would be sufficient to elect the director if voted cumulatively at an election at which the same total number of votes were cast (or, if the action is taken by written consent, all shares entitled to vote were voted) and the entire number of directors authorized at the time of the director's most recent election were then being elected.

(2) When by the provisions of the Articles the holders of the shares of any class or series, voting as a class or series, are entitled to elect one or more directors, any director so elected may be removed only by the applicable vote of the holders of the shares of that class or series.

(b) Any reduction of the authorized number of directors or amendment reducing the number of classes of directors does not remove any director prior to the expiration of the director's term of office.

IN WITNESS WHEREOF, I hereby set my hand this 26^th day of May, 2005.

__________________________________
Rebecca Levey, Corporate Secretary

EX-16.1

Exhibit 16.1

June 2, 2005

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-7561

Dear Sirs/Madams:

We have read Item 4.01 of Heritage Commerce Corp's Form 8-K dated May 26, 2005, and have the following comments:

1.     We agree with the statements made in the first sentence of the first paragraph and the second, third and fourth paragraphs of Item 4.01.

2.     We have no basis on which to agree or disagree with the statements made in the second sentence of the first paragraph and the fifth paragraph of Item 4.01.

Yours truly,

/s/ Deloitte & Touche LLP

San Francisco, California