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)   July 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

Effective as of July 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, as previously amended on May 31, 2012 and on June 29, 2012 (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 had provided that any of the parties, for various reasons, could terminate the Agreement if the Merger had not closed (the “Closing”) by July 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 July 31, 2012 to November 9, 2012.  The parties currently expect to receive these regulatory approvals in time to close the transaction on September 28, 2012, but if that does not occur, they will close the transaction as soon as possible after the receipt of those regulatory approvals.

In addition, Citizens has agreed to continue providing data processing services to Dupont under its master contract between the date of closing of the Merger and the date River’s data processor can complete its conversion of Dupont’s customers to River’s data processing system.  Those post-closing services are to be provided pursuant to a data processing agreement to be negotiated and agreed to by Citizens and Dupont, but the parties have agreed to a monthly fee of $10,000 for such services, plus direct pass-through costs and expenses for core processing, internet banking, and communication technologies pertaining to Dupont’s operations.  In addition, at the time of signing the data processing agreement, River has agreed to pay Citizens a one-time fee equal to the lesser of (i) an amount equal to $65,000 or (ii) the net income of Dupont from August 1, 2012, to the Closing date (increased by any legal costs of Dupont relating to the Merger from and after August 1, 2012, and excluding any accruals, reserves or charges taken by Dupont at the request of River).

The Agreement has also been amended to permit Registrant and River to perform an updated due diligence investigation of Dupont focusing on its loan portfolio and earnings.  That investigation is to be completed by September 28, 2012.  If that investigation suggests that Dupont’s financial condition and operating results have materially deteriorated since the date of execution of the Agreement in a manner not reasonably acceptable to Registrant or River, Registrant and River may terminate the Agreement within 15 days after completion of such investigation.

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

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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	Third Amendment to Reorganization Agreement among River Valley Bancorp, River Valley Financial Bank, Citizens Union Bancorp of Shelbyville, Inc. and Dupont State Bank dated as of July 31, 2012

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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 hereto duly authorized.

Date: August 6, 2012	RIVER VALLEY BANCORP
	By:	/s/ Matthew P. Forrester
		Matthew P. Forrester, President and CEO

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EXHIBIT INDEX

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

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EX-2.1

Exhibit 2.1

Third Amendment to the

Reorganization Agreement

This Third 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 July 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.A new sentence shall be added at the end of Section 1.4 to read in its entirety as follows:

“Notwithstanding anything to the contrary in the foregoing, assuming the required FDIC and FRB approvals of the Merger (the “Approvals”) have been received and the 15-day waiting period (the “Waiting Period”) has expired by September 18, 2012, the Closing will occur on September 28, 2012 (assuming the other conditions to closing are then satisfied), and if the transaction does not close by September 28, 2012, the parties shall close it as soon as practicable after the Approvals have been received and the Waiting Period has expired.”

2.Section 4.17 shall be amended to read in its entirety as follows:

“4.17 Core Data Processing Systems Integration. Citizens agrees to continue providing data processing services to Dupont through the Effective Time.  After the Effective Time, it shall provide such services with respect to the customers served by the offices of Dupont (the “Dupont Offices”) until the date that River shall convert Dupont’s data processing system provided by Citizens to the Jack Henry data processing system it currently uses (“Jack Henry Conversion Date”), pursuant to a data processing agreement to be negotiated and agreed to by Citizens and River and for a monthly fee of $10,000, pro-rated for partial months, plus any direct pass-through costs and expenses for core processing, internet banking, or communication technologies pertaining to Dupont’s operations that are billed directly to Dupont or to Citizens and specifically allocated to Dupont on the invoice sent to Citizens.  In addition, at the time the data processing agreement is executed, River will pay to Citizens a one-time fee equal to the lesser of (i) an amount equal to $65,000 or (ii) the net

income of Dupont from August 1, 2012, to the Effective Time (increased by any legal costs of Dupont relating to the Merger from and after August 1, 2012, and excluding any accruals, reserves or charges taken by Dupont at the request of River under Section 4.15).  Citizens and Dupont shall take all actions necessary to terminate, solely with respect to Dupont, and without payment of any premium or penalty in connection therewith, the Master Data Processing Services Agreement between Q2 Software, Inc. and Citizens dated January 30, 2006, as amended, and the related Master License for Q2 Software between Q2 Software and Citizens dated February 24, 2006, as amended, effective as of the Jack Henry Conversion Date. River shall, as of the Jack Henry Conversion Date, include Dupont’s operations under its existing Jack Henry data processing system.”

3.A new Section 5.3(k) shall be added to the Agreement to read in its entirety as follows:

“5.3(k) Due Diligence Investigation. River and RVB shall have completed by September 28, 2012, a due diligence investigation of (1) Dupont’s loan portfolio as of July 31, 2012, and (2) earnings for the period then ended, and shall have concluded that Dupont’s financial condition and operating results have not materially deteriorated from the date of execution of the Agreement, in a manner that is not reasonably acceptable to River and RVB, in their sole discretion. River and RVB shall have the right to terminate this Agreement within 15 days after completing such investigation (i.e., obtaining and analyzing the necessary data) by providing written notice to Citizens, and if River and RVB do not provide such notice within that time period, this condition shall be deemed to have been satisfied.”

4.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 November 9, 2012; or”

5.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

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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 November 9, 2012; or”

6.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 November 9, 2012; provided the party seeking to terminate hereunder has not breached any of its representations, warranties, covenants or agreements contained herein; or”

7.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 November 9, 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.”

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

[SIGNATURE PAGE FOLLOWS]

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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/ Delbert D. Read	By:	/s/ Steven E. Barker

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