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):  March 5, 2007

HERITAGE COMMERCE CORP
(Exact name of registrant as specified in its charter)

 

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):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

ITEM 8.01 -                                Other Events

Heritage Commerce Corp (the “Company”) is resuming its previously announced stock repurchase program.  On February 7, 2006, the Board authorized a repurchase program to purchase up to $10 million of common stock through June 30, 2007.  Shares may be repurchased in open market purchases or in privately negotiated transactions as permitted under applicable rules and regulations.  The repurchase program, which will be financed by available cash, may be modified, suspended or terminated by the Board of Directors at any time without notice.  The extent to which the Company repurchases its shares and the timing of such repurchase will depend upon market conditions and other corporate considerations.   The repurchase program will also be conducted in conformance with Regulation M of the Securities Exchange Act of 1934 in view of the Company’s previously announced entry into an Agreement and Plan of Merger with Diablo Valley Bank.  As of December 31, 2006, 330,330 shares have been repurchased under the program at an average price of $23.88 per share with an additional $2,092,000 available for repurchase.

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.

	HERITAGE COMMERCE CORP
DATED: March 5, 2007	By:		/s/ Lawrence D. McGovern
			Lawrence D. McGovern
			Executive Vice President and
			Chief Financial Officer

 

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