Unassociated Document
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): October 22, 2009
HERITAGE COMMERCE
CORP
(Exact
name of registrant as specified in its charter)
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California
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000-23877
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77-0469558
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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150
Almaden Boulevard, San Jose, California
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95113
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (408) 947-6900
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Not
Applicable
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(Former
name or former address, if changed since last
report.)
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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):
□ 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
2.02 RESULTS OF OPERATION AND FINANCIAL CONDITION
On October
22, 2009, Heritage Commerce Corp issued a press release announcing preliminary
results for the third quarter ended September 30, 2009. A copy
of the press release is attached as Exhibit 99.1 to this Current Report and is
incorporated herein by reference.
The
information in this report set forth under this Item 2.02 shall not
be treated as "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, nor shall it be deemed incorporated by
reference into any registration statement or other document pursuant to the
Securities Act of 1933 or the Securities Exchange Act of 1934, except as
expressly stated by specific reference in such filing.
ITEM
8.01 OTHER EVENTS
Recent
Regulatory Examination
The Federal Reserve
recently completed the field work portion of its regularly scheduled examination
of the Company and Heritage Bank of Commerce in September 2009. As a
result of the Company’s losses in 2009, primarily due to higher provisions for
loan losses because of credit quality deterioration, the Company expects to
enter into a written agreement with the Federal Reserve. The Federal
Reserve has informed the Company that the agreement will require the Company to
improve its appraisal procedures, oversight over its government guaranteed loan
portfolio, capital planning process, and liquidity contingency funding plan.
Further, the agreement will require the Company to provide notice and obtain the
approval of the Federal Reserve prior to (1) incurring, renewing, increasing or
guaranteeing any debt, (2) paying dividends on common and preferred stock, (3)
paying interest on trust preferred securities , (4) repurchasing capital
stock, and (5) making certain changes to its directors or senior executive
officers. The Company will also be required to develop and implement
a plan to reduce problem assets, maintain adequate capital and return the
Company to profitability. The contents of the written agreement have
not been finalized, however, and are subject to further internal review by the
Federal Reserve upon completion of its examination and reporting
processes. Such review could result in material changes to the
anticipated agreement, which could be more restrictive than those described
above. The Company believes the written agreement will
be finalized by the Federal Reserve within the next 60 to 90
days.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(D)
Exhibits.
| 99.1 |
Press
Release, dated October 22, 2009, entitled “Heritage Commerce
Corp Reports Financial Results for Third Quarter 2009”
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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: October
22, 2009
Heritage
Commerce Corp
By: /s/ Lawrence D.
McGovern
Name:
Lawrence D. McGovern
Executive
Vice President and Chief Financial Officer
By: /s/ Walter T.
Kaczmarek
Name:
Walter T. Kaczmarek
President
and Chief Executive Officer
INDEX TO EXHIBITS
EXHIBIT
NO. DESCRIPTION
| 99.1 |
Press
Release, dated October 22, entitled “Heritage Commerce
Corp Reports
Financial Results for Third Quarter 2009”
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