8-K 1 a4988596.txt TEMECULA VALLEY BANCORP INC. 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): September 29, 2005 ---------------------- TEMECULA VALLEY BANCORP INC. (Exact name of Registrant as specified in its charter) California 46-0476193 (State or other jurisdiction (Commission File Number) (I.R.S. Employer 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)) [GRAPHIC OMITTED] Item 1.01 - Entry Into a Material Definitive Agreement. On September 29, 2005, Temecula Valley Bancorp Inc. (the "Company") completed a private placement of $8,000,000 of trust preferred securities (the "Securities") through Temecula Valley Statutory Trust IV, a Delaware trust (the "Trust"), a statutory trust formed by the Company for that purpose. In connection with this issuance, the Company entered into an Amended and Restated Trust Agreement (the "Trust Agreement"), dated September 29, 2005, among the Company, Wilmington Trust Company and the administrators named therein, pursuant to which the Securities were issued. The Securities require quarterly distributions and bear interest at a floating rate equal to the three-month LIBOR rate plus 1.40%. The initial rate is 5.42038%. The Securities mature in 30 years and are redeemable, in whole or in part, without penalty, at the option of the Company after five years. The proceeds from the sale of the Securities were used by the Trust to purchase from the Company $8,000,000 in aggregate principal amount of the Company's fixed/floating rate junior deferrable interest debentures due in 2035 (the "Debentures"). The Debentures were issued pursuant to an indenture (the "Indenture"), dated September 29, 2005, by and between the Company and Wilmington Trust Company, as trustee. The Debentures bear interest at a floating rate equal to the three month LIBOR rate plus 1.40%. The initial rate is 5.42038%, and are redeemable, without penalty, at the option of the Company after five years. The interest payments on the Debentures made by the Company will be used to pay the quarterly distributions payable by the Trust to the holders of the Securities. The Company also entered into a guarantee agreement providing for the limited guarantee of certain payments by the Trust. The Trust Agreement and the Indenture will be filed as exhibits to the Company's next filed Form 10-Q. Item 2.03 - Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. See the description contained in Item 1.01 above, which is incorporated by reference herein. 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: September 30, 2005 By: /s/ STEPHEN H. WACKNITZ --------------------------- Stephen H. Wacknitz Chief Executive Officer and President