UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
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
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):
oWritten
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting
material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
oPre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
amendment is being filed to revise the second paragraph under Item 4.01
of the
disclosure to refer to the consolidated financial statements for the years
ended
December 31, 2004 and 2003. This amendment also includes the updated letter
from
the former accountants stating whether the accountant agrees with the statements
made in the revised Form 8-K. A copy of the updated letter is included
as an
exhibit to this report.
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, 2004 and 2003, 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
16.2 Updated
letter from Deloitte & Touch LLP regarding the amendment of the Form
8-K.
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 4, 2005 Heritage
Commerce Corp
By: /s/
Lawrence D. McGovern
Name:
Lawrence D. McGovern
Executive
Vice President and Chief Financial Officer
Exhibit
Index
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Exhibit
|
Description
|
|
----------------------------
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------------------------------------------------------------------------
|
|
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
|
|
16.2
|
Updated
letter from Deloitte & Touche LLP regarding the amendment of the Form
8-K
|