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): November 5, 2008
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 8.01 OTHER
EVENTS
On
November 5, 2008, Heritage Commerce Corp, the parent company of wholly owned
Heritage Bank of Commerce, announced that the Company has obtained preliminary
approval of its application for the United States Treasury Department to invest
approximately $40 million in the Company's preferred stock and common stock
warrants. The investment is expected to occur during the fourth quarter of
2008. The preferred stock will pay a 5% dividend for the first five
years, after which the rate will increase to 9% if the preferred shares are not
redeemed by the Company.
For bank
regulatory purposes, both the consolidated Company and Heritage Bank of Commerce
are “well-capitalized” as of September 30, 2008, the latest reporting
date. On a pro forma basis, if the issuance of the preferred stock
had occurred on September 30, 2008, the Company’s consolidated leverage ratio
would have increased to 10.72% from 8.27%, the Tier 1 risked-based capital ratio
would have increased to 11.70% from 8.83%, and the total risk-based capital
ratio would have increased to 12.95% from 10.08%.
The U.S.
Treasury introduced the Capital Purchase Program on October 14, 2008, under
which the Treasury will make up to $250 billion in equity capital available to
qualifying financial institutions to help restore confidence and stability in
the U.S. financial markets. The Treasury's term sheet with additional
detail about the Capital Purchase Program is available on the Treasury's website
at http://www.ustreas.gov.
A copy of
the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(D)
Exhibits.
| 99.1 |
Press Release,
dated November 5, 2008, entitled “Heritage Commerce Corp to
Participate in U.S. Treasury's Capital Purchase
Program”
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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: November
5, 2008
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 November 5, 2008, entitled “Heritage Commerce Corp to
Participate
in
U.S. Treasury's Capital Purchase Program”
|