8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 13, 2009
River Valley Bancorp
(Exact Name of Registrant as Specified in Its Charter)
Indiana	000-21765	35-1984567
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
430 Clifty Drive, P.O. Box 1590, Madison, Indiana		47250-0590
(Address of Principal Executive Offices)		(Zip Code)
(812) 273-4949
(Registrant’s Telephone Number, Including Area Code)
(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)

¨ 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 3.03  Material Modification to Rights of Security Holders.

On March 13, 2009, River Valley Bancorp (the “Company”) filed Articles of Amendment to Articles of Incorporation with the Indiana Secretary of State which became effective upon filing (the “Amendment”).  The Board of Directors proposed the Amendment in December 2008, and the shareholders approved the Amendment at a Special Meeting of Shareholders held on March 10, 2009.

The Amendment amended and restated Section 11.01, Article 11, of the Articles to clarify and limit its application to the Company’s common stock.  Section 11.01 formerly provided for limitations on acquiring beneficial ownership of more than 10% of any class of equity security. The Company believed that application of this provision to classes of shares other than its common stock could eliminate the Company’s flexibility to issue future classes or series of its already-authorized preferred stock to a single shareholder or investor. As amended by the Amendment, Section 11.01 applies only to the direct or indirect acquisition of, or offer to acquire, beneficial ownership of more than 10% of any class of common stock of the Corporation.  Accordingly, the Company retains more flexibility for issuing shares of preferred stock in the future in the event it is in the Company’s best interests to do so.

This summary is qualified in its entirety by reference to the text of the amendment to the Articles of Incorporation of the Company attached hereto as Exhibit 4.1.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described in Item 3.03, the Company amended its Articles of Incorporation effective March 13, 2009.  The proposal for the amendment was described in a definitive proxy statement filed by the Company with the Securities and Exchange Commission on February 11, 2009.  A copy of the text of the amendment to the Articles of Incorporation of the Company is attached hereto as Exhibit 4.1.  A complete copy of the Articles of Incorporation, as amended and restated, is available as Exhibit 3(1) to the Company’s Annual Report on Form 10-K filed by the Company with the Securities and Exchange Commission on March 18, 2009.

Item 8.01  Other Events.

On March 17, 2009, the Company issued a press release announcing that the Board of Directors had declared a cash dividend of $.021 per common share for the quarter ending March 31, 2009. The dividend is payable April 10, 2009, to shareholders of record on March 27, 2009.  The press release is attached hereto as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits

4.1	Text of Amendment to Articles of Incorporation which became effective on March 13, 2009
99.1	Press Release dated March 17, 2009

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 hereto duly authorized.

Date: March 18, 2009	RIVER VALLEY BANCORP
	By:	/s/ Vickie L. Grimes
		Vickie L. Grimes Vice President of Finance

EXHIBIT INDEX

Exhibit Number		Exhibit Description	Location
	4.1	Text of Amendment to Articles of Incorporation which became effective on March 13, 2009	Attached
	99.1	Press Release dated March 17, 2009	Attached

EX-4.1

EXHIBIT 4.1

Text of Amendment

The exact text of Section 11.01 of Article 11 of the Articles of Incorporation of the Corporation, now is as follows (the “Amendment”):

Section 11.01.  Certain Limitations. Notwithstanding anything contained in these Articles of Incorporation or the Corporation’s Code of By-Laws to the contrary, the following provisions shall apply:

No person shall directly or indirectly offer to acquire or acquire the beneficial ownership of more than ten percent (10%) of any class of common stock of the Corporation. This limitation shall not apply to the purchase of shares by underwriters in connection with a public offering or to the purchase of shares by a defined benefit or defined contribution employee benefit plan such as an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan, which, with its related trust, meets the requirements to be “qualified” under Section 401 of the Internal Revenue Code of 1986, as amended.

In the event shares are acquired in violation of this Section 11.01, all shares beneficially owned by any person in excess of 10% shall be considered “excess shares” and shall not be counted as shares entitled to vote and shall not be voted by any person or counted as voting shares in connection with any matters submitted to the Shareholders for a vote.

For purposes of this Section 11.01, the term “person” shall have the meaning set forth in Section 12.03, Clause 12.031 hereof. The term “offer” includes every offer to buy or otherwise acquire, solicitation of an offer to sell, tender offer for, or request or invitation for tenders of, a security or interest in a security for value. The term “acquire” includes every type of acquisition, whether effected by purchase, exchange, operation of law or otherwise. The term “acting in concert” means (a) knowing participation in a joint activity or conscious parallel action towards a common goal whether or not pursuant to an express agreement, or (b) a combination or pooling of voting or other interests in the securities of an issuer for a common purpose pursuant to any contract, understanding, relationship, agreement or other arrangement, whether written or otherwise.

For purposes of determining the beneficial ownership limitation imposed by this Section 11.01, warrants, options, obligations or securities convertible into common stock of the Corporation and other similar interests shall be treated as having been exercised or converted into such common stock.

EX-99.1

EXHIBIT 99.1

River Valley Bancorp Announces Quarterly

Cash Dividend

For Immediate Release

Tuesday, March 17, 2009

Madison, Indiana--River Valley Bancorp ( NASDAQ Capital Market, Symbol “RIVR”), an Indiana corporation (the “Corporation”) and holding company for River Valley Financial Bank, based in Madison, Indiana announced today that it has declared a cash dividend of $0.21 per share of its Common Stock for the quarter ending March 31, 2009. The annualized rate of the dividend reflects $0.84 per share.

The dividend record date will be as of March 27, 2009 and will be payable on April 10, 2009. This dividend represents the forty-seventh consecutive dividend paid by the Corporation.

River Valley Bancorp/River Valley Financial Bank is based in Madison, Indiana and has eight locations in the Madison, Hanover, Charlestown, Sellersburg, and Floyds Knobs, Indiana area. A ninth office is located in Carrollton, KY.

Contact:	Matthew P. Forrester - President, CEO
	River Valley Bancorp
	(812) 273-4949