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)   May 31, 2012
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)
N/A
(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:

o 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 1.01                      Entry into a Material Definitive Agreement

On May 31, 2012, River Valley Bancorp (the “Registrant”), Citizens Union Bancorp of Shelbyville, Inc. (“Citizens”), River Valley Financial Bank (“River”), and Dupont State Bank (“Dupont”) entered into an amendment (the “Amendment”) to its previously announced Reorganization Agreement among Registrant, Citizens, River and Dupont dated December 5, 2011 (the “Agreement”).  Under the Agreement, River Valley Financial Bank (“River”), a wholly-owned subsidiary of Registrant, will merge (the “Merger”) with Dupont (“Dupont”), an Indiana commercial bank and wholly-owned subsidiary of Citizens.  The surviving entity which will be an Indiana commercial bank named River Valley Financial Bank, will be wholly owned by Registrant from and after the closing.

The Agreement originally provided that any of the parties, for various reasons, could terminate the Agreement if the Merger had not closed (the “Closing”) by May 31, 2012.  The Indiana Department of Financial Institutions has approved the Merger, but the parties have not yet received the approvals of the Federal Deposit Insurance Corporation or the Board of Governors of the Federal Reserve System of the Merger transaction and associated charter flip of River.  There is a 15-day waiting period following such approvals before the parties can close the Merger.  As a result, the parties have agreed to extend the deadline for closing the Merger from May 31, 2012 to July 1, 2012.

In addition, because Dupont was unable to receive approval for the transfer to its sister bank, Citizens Union Bank of Shelbyville, Inc., of its servicing obligations with respect to an approximately $17 million portfolio of loans that were sold or are to be sold to the Federal National Mortgage Association (“FNMA Loan Portfolio”), River and Registrant have agreed to eliminate that transfer as a requirement to close the Merger.  In exchange, CUB has agreed to indemnify River and RVB for liabilities arising from that FNMA loan portfolio for a period of four years from the Closing of the Merger and has agreed to hold in a deposit account at Citizens Union Bank of Shelbyville $250,000 to secure Citizens’ indemnification obligations with respect to the FNMA Loan Portfolio.

A copy of the Amendment is attached hereto as Exhibit 2.1 and incorporated by reference herein.

Cautionary Statement

The representations, warranties and covenants contained in the Agreement were made only for purposes of such Agreement and as of specific dates, were solely for the benefit of the parties to the Agreement, and are subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Agreement.  The representations and warranties may have been made for the purposes of allocating contractual risk between the parties to the Agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.  Investors are not third-party beneficiaries under the Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Registrant, or any of its subsidiaries or affiliates.  Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Agreement, which subsequent information may or may not be fully reflected in Registrant’s public disclosures.

Item 9.01.  Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
2.1	First Amendment to Reorganization Agreement among River Valley Bancorp, River Valley Financial Bank, Citizens Union Bancorp of Shelbyville, Inc. and Dupont State Bank dated May 31, 2012

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: May 31, 2012	RIVER VALLEY BANCORP
	By:	/s/ Matthew P. Forrester
		Matthew P. Forrester, President and CEO

EXHIBIT INDEX

Exhibit No.	Description
2.1	First Amendment to Reorganization Agreement among River Valley Bancorp, River Valley Financial Bank, Citizens Union Bancorp of Shelbyville, Inc. and Dupont State Bank dated May 31, 2012

EX-2.1

Exhibit 2.1

FIRST AMENDMENT TO THE

REORGANIZATION AGREEMENT

This First Amendment (this “Amendment”) to the Reorganization Agreement (the “Agreement”) dated December 5, 2011, among River Valley Bancorp, an Indiana corporation (“RVB”), Citizens Union Bancorp of Shelbyville, Inc., a Kentucky corporation (“Citizens”), River Valley Financial Bank, a federal savings bank wholly owned by RVB (“River”), and Dupont State Bank, an Indiana commercial bank wholly owned by Citizens (“Dupont”), is made and entered into among RVB, Citizens, River and Dupont as of May 31, 2012.

RECITALS

WHEREAS, RVB, Citizens, River and Dupont mutually desire to amend the Agreement in the manner set forth in this Amendment.

NOW THEREFORE, RVB, Citizens, River and Dupont agree to amend the Agreement as follows:

1.Section 5.3(k) shall be deleted from the agreement.

2.Section 6.2(a) shall be amended to read as follows:

“(a)           From and after the Closing Date, Citizens shall indemnify, hold harmless, and (at the option of River or RVB) defend River and RVB from and against any and all actual liabilities, claims, losses, penalties, fines, forfeitures, legal fees and related costs and judgments (“Losses”), arising out of (1) any failure of Dupont or Citizens to observe or perform any of its covenants or obligations under this Agreement, (2) the inaccuracy of any representation or warranty set forth in Article II or Article VI hereof (subject to Section 6.4(a) hereof as to the survival of such representations and warranties), or (3) the origination and servicing by Dupont of its portfolio of approximately 180 loans with a principal balance of approximately $17 million (the “FNMA Loans”) that Dupont has sold or is obligated to sell to the Federal National Mortgage Association (“FNMA”), including any obligations to repurchase any such FNMA Loans under Dupont’s agreement with FNMA (or any successor thereto).”

3.Sections 6.4(a) and (b) shall be amended to read as follows:

“(a)           any claim for indemnification hereunder, other than a claim arising out of a breach of a covenant to be performed after the Closing, must be asserted, if at all, during the period commencing on the Closing Date and ending twelve (12) months following the Closing Date, provided that (1) the tax indemnification in Section 6.1 and the indemnification in Section 6.2(a) with respect to the tax representations, warranties and covenants in Section 6.1 and Section 2.2(n) (such indemnification obligations, the “Tax Indemnities”) shall survive for the period set forth in Section 6.1(i) and (2) the indemnification with respect to the FNMA Loans contained in Section 6.2(a)(3) (the “FNMA Indemnification”) shall survive for four (4) years following the Closing Date;

(b)           no party shall make any claim for indemnification of Losses that are less than $25,000 (the “Threshold Amount”); provided, that if the aggregate of all claims for Losses by a party equals or exceeds the Threshold Amount, then such party shall be entitled to recover for Losses from the first dollar included in the Threshold Amount, and provided, further, that the Threshold Amount shall be inapplicable to any claims for Losses based on the Tax Indemnities or the FNMA Indemnification.”

4.A new Section 6.6 shall be added to the Agreement to read as follows:

“6.6           Deposit Account.  For a period of four (4) years following the Closing Date, CUB shall maintain at Citizens Union Bank of Shelbyville (“Citizens Bank”) a deposit account consisting of bona fide funds owned by CUB in the amount of at least two hundred fifty thousand dollars ($250,000) which shall not be subject to any lien or other security interest held by any party (the “CUB Deposit Account”).  CUB agrees not to use the $250,000 in the CUB Deposit Account for the payment of dividends, operating expenses or any other purposes during that four-year period; provided, however, that it may withdraw and use any interest or other earnings on the $250,000 in the CUB Deposit Account.  CUB will provide River copies of its monthly statements from Citizens Bank concerning the balance in the CUB Deposit Account during the four-year period.  The CUB Deposit Account shall secure the timely payment and performance of CUB’s indemnification obligations under Section 6.2(a)(3) of the Agreement (the “FNMA Indemnification”).  Should CUB become responsible for any such FNMA Indemnification, RVB and River may exercise all rights and remedies under the Indiana Uniform Commercial Code (IND. CODE § 26-1-9.1 et. seq.) with respect to its security interest in the CUB Deposit Account.”

5.Section 7.1(b) shall be amended to read as follows:

“(b)           by River or RVB if (i) any representation or warranty made by Dupont or Citizens shall be discovered to be or to have become untrue, incomplete or misleading in any material respect, or where any statement in a representation or warranty expressly includes a standard of materiality, such statement shall be discovered to be or to have become untrue, incomplete or misleading in any such material respect, in either case where any such breach has not been cured within thirty (30) calendar days following receipt by the non-terminating party of notice of such discovery, or (ii) there has been a failure to substantially perform a covenant or agreement by Dupont or Citizens made herein of which notice has been given in writing by RVB or River and which has not been cured within thirty (30) calendar days of receipt of such notice, but in no event later than July 1, 2012; or”

6.Section 7.1(c) shall be amended to read as follows:

“(c)           by Dupont or Citizens if (i) any representation or warranty made by RVB or River shall be discovered to be or to have become untrue, incomplete or misleading in any material respect without regarding to knowledge, or where any statement in a representation or warranty expressly includes a standard of

materiality, such statement shall be discovered to be or to have become untrue, incomplete or misleading in any such material respect, in either case where any such breach has not been cured, within ten (10) business days following receipt by the non-terminating party of notice of such discovery, or (ii) there has been a failure to substantially perform a covenant or agreement by RVB or River made herein of which notice has been given in writing by Citizens or Dupont and which has not been cured within thirty (30) calendar days of receipt of such notice, but in no event later than July 1, 2012; or”

7.Section 7.1(e) shall be amended to read as follows:

“(e)           by River or Dupont if the Effective Time of the Merger has not occurred on or before July 1, 2012; provided the party seeking to terminate hereunder has not breached any of its representations, warranties, covenants or agreements contained herein; or”

8.Section 7.1(f) shall be amended to read as follows:

“(f)           by River or Dupont if any required regulatory approval relating to the Merger is not received, through no fault of the terminating party, by July 1, 2012, or if any such approval contains any condition unduly burdensome to RVB or River as reasonably determined by the Board of Directors of RVB or River; provided, however, that if the governmental agencies impose a capital condition that River or RVB deem to be unduly burdensome and River and RVB terminate the Agreement under this Section 7.1(f), RVB or River shall pay to Citizens, within five business days of such termination by wire transfer in immediately available funds as liquidated damages and not as a penalty and as the sole and exclusive remedy for such termination, $400,000.”

9.All other terms of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, RVB, River, Citizens and Dupont have each caused this Amendment to be executed by the undersigned duly authorized officers, as of the date first above written.

River Valley Bancorp		River Valley Financial Bank
By:	/s/ Matthew P. Forrester	By:	/s/ Matthew P. Forrester
Dupont State Bank		Citizens Union Bancorp of Shelbyville, Inc.
By:	/s/ Robyn J. Meek, Pres	By:	/s/ Steven E. Barker