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): October 12, 2007
LAPORTE BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Federal 001-33733 26-1231235
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
710 Indiana Avenue, LaPorte, Indiana 46350
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (219) 362-7511
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Not Applicable
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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 (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 2.01. Completion of Acquisition of Assets or Disposition of Assets
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LaPorte Bancorp, Inc. ("Bancorp" or the "Company") completed its
acquisition of City Savings Financial Corporation ("CSFC"), headquartered in
Michigan City, Indiana, effective October 12, 2007. The merger was consummated
pursuant to the Agreement and Plan of Merger dated as of March 8, 2007, ("Merger
Agreement") between The LaPorte Savings Bank (the "Bank") and CSFC and City
Savings Bank ("CSB"). In accordance with the Merger Agreement, CSFC merged with
and into Bancorp and CSFC's wholly owned subsidiary, CSB, merged with and into
the Bank.
The final consideration paid in the transaction consisted of approximately
961,933 shares of Bancorp common stock and $10.2 million.
For further information, reference is made to the Company's press
release dated October 12, 2007 filed on Current Report on Form 8-K filed by the
Company on October 12, 2007.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of Certain
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Officers.
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In connection with the merger of CSFC with and into Bancorp completed on
October 12, 2007, Dale Parkison and L. Charles Lukmann, III were appointed as
directors of the Company, the Bank and LaPorte Savings Bank, MHC (the "MHC").
Messrs. Parkison and Lukmann previously served as directors of CSFC and CSB. Mr.
Parkison has been appointed to the Company's Audit and Compensation Committee.
Mr. Lukmann has been appointed to the Company's Governance/Nominating Committee.
Item 8.01. Other Events
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On October 12, 2007, the Company consummated its minority stock issuance,
as well as the acquisition of CSFC and CSB. The Company's common stock began
trading on October 15, 2007 on the NASDAQ Capital Market under the symbol
"LPSB."
The purchasers of stock in the subscription and community offerings and
former CSFC shareholders who received the Company's common stock in the merger
will own 47.27% of the Company's outstanding shares of common stock and the MHC
will own 52.73% of the Company's outstanding shares of common stock.
For further information, reference is made to the Company's press release
dated October 12, 2007 filed on Current Report on Form 8-K filed by the Company
on October 12, 2007.
Item 9.01. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired. The Company will provide
the financial statements of CSFC required by paragraph (a) of Item
9.01 of Form 8-K on a Form 8-K/A within 71 days of the date this
initial report on Form 8-K is filed with the Securities and Exchange
Commission.
(b) Pro Forma Financial Information. The Company will provide the pro
forma financial information required by paragraph (b) of Item 9.01 of
Form 8-K on a Form 8-K/A within 71 days of the date this initial
report on Form 8-K is filed with the Securities and Exchange
Commission.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated March 8, 2007,
by a The LaPorte Savings Bank and City Savings
Financial Corporation and City Savings Bank.*
99.1 Press Release dated October 12, 2007**
* Incorporated by reference from Exhibit 2.1 to the Company's Registration
Statement filed on Form S-1 dated June 5, 2007.
** Incorporated by reference from Exhibit 99.1 to the Company's Current Report
on Form 8-K filed by the Company on October 12, 2007.
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.
LAPORTE BANCORP, INC.
DATE: October 17, 2007 By: /s/ Lee A. Brady
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Lee A. Brady
President and Chief Executive Officer