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)
August 6, 2008
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IMPERIAL CAPITAL BANCORP, INC.
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(Exact name of registrant as specified in its
charter)
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Delaware
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1-33199
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95-4596322
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(State
or other jurisdiction
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(Commission
File No.)
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(IRS
Employer
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jurisdiction
of incorporation)
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Identification
Number)
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| 888 Prospect Street, Suite 110, La Jolla, California | 92037 |
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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: (858)
551-0511
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N/A
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| (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:
 |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
7.01. Regulation FD Disclosure
“Safe
Harbor” statement under the Private Securities Litigation Reform Act of 1995:
This Form 8-K contains forward-looking statements that are subject to risks and
uncertainties, including, but not limited to, changes in economic conditions in
our market areas, changes in policies by regulatory agencies, the impact of our
competitors’ loan and other products, loan demand risks, the quality or
composition of our loan or investment portfolios, increased costs from pursuing
the national expansion of our lending platform and operational challenges
inherent in implementing this expansion strategy, fluctuations in interest
rates, and changes in the relative differences between short- and long-term
interest rates, conditions in the commercial and residential real estate
markets, levels of non-performing assets and other loans of concern, and
operating results, capital and credit market conditions, the economic impact of
any terrorist actions and other risks detailed from time to time in our filings
with the Securities and Exchange Commission. We caution readers not to place
undue reliance on any forward-looking statements. We do not undertake and
specifically disclaim any obligation to revise any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances
after the date of such statements. These risks could cause our actual results
for 2008 and beyond to differ materially from those expressed in any
forward-looking statements by, or on behalf of, us, and could negatively affect
our operating and stock price performance.
Set forth below is
material to be presented at the Annual Meeting of Stockholders of Imperial
Capital Bancorp, Inc. on August 6, 2008.
TRANSCRIPT OF PRESENTATION
2007 was
another year of accomplishment for Imperial Capital Bancorp and Imperial Capital
Bank.
Although the
credit markets began to deteriorate in the later part of the year affecting a
wide spread weakening in the financial markets, we achieved several significant
milestones in 2007. But it
also had a low point. On May 30th, 2007, we were deeply saddened by the
passing of the Honorable Preston Martin. Preston was not only a
valued member of our Board of Directors, but he was also a personal friend. His
advice and oversight contributed greatly to our success and his contributions to
the Company in this decade cannot be overstated. We were appreciative and
grateful for his service and the experience he provided during his tenure with
Imperial Capital Bancorp.
In August,
we changed our name from ITLA Capital Corporation to Imperial Capital
Bancorp. The new name better reflects our primary business operations
as the holding company for Imperial Capital Bank and is more consistent with our
ticker symbol, which changed from 'ITLA' to 'IMP' when we moved to the New York
Stock Exchange from the NASDAQ Stock Market.
Imperial
Capital Bancorp has established a successful national commercial real estate
lending platform in less than four years. The success of the national expansion,
while continuing to maintain our credit standards and operating efficiencies,
underscores the efforts of our team and their commitment to executing our
business strategy. The
opening of our Baltimore Retail Banking Branch signifies our commitment to
support our loan production offices and further establish our brand on the east
coast.
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2007 has
turned out to be a year of extremes for our company. We achieved several
significant milestones during the first half of the year, then being faced
with the current credit and liquidity crisis commencing during the second half
of the year. Through all these challenges we have maintained our profitability
and have grown book value while some of our competitors and peers have
experienced staggering losses.
Although the
banking industry and our commercial real markets certainly face challenges in
the short term, we plan to diligently manage our portfolio, and focus on
continuing to strengthen our balance sheet, while we position the company to
take advantage of opportunities that will become available in the
future.
Imperial
Capital Bank received Standard and Poor’s average rating as a small balance
commercial servicer and an above average rating for small balance commercial
mortgage special servicer. These ratings recognize ICB's sound internal control
practices, successful asset recovery track record and Imperial Capital Bank’s
professional depth with regard to special servicing.
It also
acknowledged our technology suite which includes an effective proprietary
application to facilitate related asset management reporting.
Imperial
Capital Bank closed the year with another company record in loan production. Our
Commercial Real Estate Division originated over $1 Billion in organic loan
production, a 6.7% increase from 2006. The total internal production was
nearly $1.2 Billion in 2007 resulting in a 7% increase. This is yet
another company record and emphasizes Imperial Capital Bank’s strength and
continued ability to adapt in difficult times.
In 2007, our
Entertainment Finance Division exceeded their results in the previous year by
over 11%. These results signify our commitment in taking a flexible approach in
structuring the right deal for our customers. We understand that each financing
package needs to be as unique as the project itself. It's an approach that's
worked well for the more than 600 films and TV series we've financed over the
years.
Our
philosophy during the second half of 2007 was to develop our balance sheet for
the future by increasing loan loss reserve provisions and our capital ratios.
This allows us to prepare for any regulatory and compliance audits and any
credit concerns due to market fluctuations. But most importantly, this
philosophy aided in our ongoing strategy to deliver results for our
shareholders.
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PRESENTATION SLIDES
Set forth below
are slides accompanying the presentation to be made at the Annual Meeting of
Stockholders of Imperial Capital Bancorp, Inc. on August 6,
2008.
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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 hereunto
duly authorized.
IMPERIAL CAPITAL
BANCORP, INC.
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Date: August
6,
2008
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By:
/s/ Timothy
M.
Doyle
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Timothy
M. Doyle
Executive
Managing Director and
Chief Financial
Officer
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