SECURITIES AND EXCHANGE
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Report (Date of earliest event reported): June 8, 2011
name of registrant as specified in its charter)
or other jurisdiction of incorporation)
Employer Identification No.)
Almaden Boulevard, San Jose, California
of principal executive offices)
telephone number, including area code: (408) 947-6900
name or former address, if changed since last
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):
communications pursuant to Rule 425 under the Securities Act (17 CFR
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
5.02 DEPAPARTURE OF DIRECTORS OR
CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
8, 2011, the Board of Directors elected Steven L. Hallgrimson to fill an
existing vacancy on the Board. Mr. Hallgrimson was also appointed to
the Audit Committee of Board of Directors. The Board has determined
that Mr. Hallgrimson meets the requirements as an "independent" director under
the applicable rules and regulations of The NASDAQ Stock Market. The
Board of Directors has also designated Mr. Hallgrimson as the "audit committee
financial expert" as defined under the applicable rules and regulations of the
Securities and Exchange Commission.
Hallgrimson, age 69, had been practicing law in the San Jose, California area
since 1969 in the areas of real estate, taxation and general business planning
and is a certified public accountant. He is currently of-counsel with
the law firm of Berliner Cohen located in San Jose, California. Mr.
Hallgrimson has founded and served as a board member for several private
business entities engaged in automobile lending, commercial real estate
brokerage and telecommunications. He has been an instructor at San
Jose State University Business School and University of California, Santa Cruz
teaching a variety of business, real estate and tax courses. Mr.
Hallgrimson is a member of the California State Bar and California Society of
Certified Accountants. He serves as a trustee and president of the
Santa Clara County Law Library and is a former board member of the San Jose Art
Museum. He earned a B.A. from Claremont McKenna College and a Juris
Doctor from the University of California at Berkeley, Boalt Hall School of
Law. The Board has elected Mr. Hallgrimson because he brings legal,
accounting and tax knowledge and experience to the Board and because of his
involvement and extensive relationships in the community in which the Company
serves. His background is particularly suited to serve as a member of
the Board's Audit Committee and as that committee's "financial
Commerce Corp has issued press release announcing the appointment of Steven L.
Hallgrimson to the Board which is attached to this report as Exhibit 99.1 and
incorporated herein by reference.
ITEM 9.01 FINANCIAL
STATEMENTS AND EXHIBITS.
Release, dated June 8, 2011,
entitled, "Steven L. Hallgrimson Appointed to Heritage Commerce Corp Board
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
By: /s/ Lawrence D.
Lawrence D. McGovern
Vice President and Chief Financial Officer
INDEX TO EXHIBITS
dated June 8, 2011, entitled, "Steven L. Hallgrimson Appointed to Heritage
Commerce Corp Board of Directors."