425

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 12, 2015

HERITAGE COMMERCE CORP(Exact name of registrant as specified in its charter)

California	000-23877		77-0469558
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
150 Almaden Boulevard, San Jose, California		95113
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:  (408) 947-6900
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 (See General Instruction A.2. below):

x 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 7.01   REGULATION FD DISCLOSURE

Heritage Commerce Corp is scheduled to present at the D.A. Davidson 17th Annual Financial Institutions Conference at the Embassy Suites in Denver, Colorado.  Walter T. Kaczmarek, President and Chief Executive Officer, is scheduled to present on Wednesday, May 13, 2015 at 8:35 a.m., Mountain Daylight Time (MDT).  The presentation will be archived for 90 days after the conference, and can be viewed at http://wsw.com/webcast/dadco29/htbk.

A copy of the information in the investor presentation is included as Exhibit 99.2. This Form 8-K and the information included as exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended (“Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.  The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Registrant or any of its affiliates.  The information in the materials is presented as of March 31, 2015, and the Company does not assume any obligations to update such information in the future.

A copy of the press release announcing the Company’s participation in the D.A. Davidson 17th Annual Financial Institutions Conference is attached as Exhibit 99.1.

ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS

(D) Exhibits.

99.1 Press Release, dated May 12, 2015, entitled “Heritage Commerce Corp to Participate at the D.A. Davidson 17th Annual Financial Institutions Services Conference on May 11–13, 2015, in Denver, CO”

99.2 The Company's presentation to investors to be presented on May 13, 2015

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: May 12, 2015

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

99.1                    Press Release, dated May 12, 2015, entitled “Heritage Commerce Corp to Participate at the D.A. Davidson 17th Annual Financial                    Institutions Services Conference on May 11–13, 2015, in Denver, CO” 

99.2                    The Company's presentation to investors to be presented on May 13, 2015

EX-99.1

Exhibit 99.1

Heritage Commerce Corp to Participate at the D.A. Davidson 17th Annual Financial Institutions Conference on May 11 – 13, 2015, in Denver, CO

 

San Jose, CA – May 12, 2015 — Heritage Commerce Corp (Nasdaq: HTBK), the holding company (the “Company”)  for Heritage Bank of Commerce (the “Bank”), today announced that management will present at the D.A. Davidson 17th Annual Financial Institutions Conference at the Embassy Suites in Denver, Colorado.  Walter T. Kaczmarek, President and Chief Executive Officer, is scheduled to present on Wednesday, May 13, 2015 at 8:35 a.m., Mountain Daylight Time (MDT).  The presentation will be archived for 90 days after the conference, and can be viewed at http://wsw.com/webcast/dadco29/htbk.

Heritage Commerce Corp, a bank holding company established in February 1998, is the parent company of Heritage Bank of Commerce, established in 1994 and headquartered in San Jose with full-service branches in Danville, Fremont, Gilroy, Hollister, Los Altos, Los Gatos, Morgan Hill, Pleasanton, Sunnyvale, and Walnut Creek.  Heritage Bank of Commerce is an SBA Preferred Lender.  Bay View Funding, a subsidiary of Heritage Bank of Commerce, is based in Santa Clara and provides business‑essential working capital factoring financing to various industries throughout the United States. For more information, please visit www.heritagecommercecorp.com.

EX-99.2

Exhibit 99.2

HERITAGE COMMERCE CORP

SLIDE PRESENTATION TO SHAREHOLDERS

May 13, 2015

WALTER T. KACZMAREK

CHIEF EXECUTIVE OFFICER

HERITAGE COMMERCE CORP

SAFE HARBOR STATEMENT

Forward-looking statements are based on management’s knowledge and belief as of today and include information concerning the Company’s possible or assumed future financial condition, and its results of operations, business and earnings outlook. These forward-looking statements are subject to risks and uncertainties. For a discussion of factors which could cause results to differ, please see the Company’s reports on Forms 10-K and 10-Q as filed with the Securities and Exchange Commission and the Company’s press releases. Readers should not place undue reliance on the forward-looking statements, which reflect management's view only as of the date hereof. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect subsequent events or circumstances.

Member FDIC