8-K

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):  December 16, 2010 (December 13, 2010)

WAYNE SAVINGS BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-23433	31-1557791
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer
Identification No.)
151 N. Market St., Wooster, Ohio		44691
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:  (330) 264-5767

                                            Not Applicable                                            

(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):

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 8.01               Other Events

On December 13, 2010, Wayne Savings Bancshares, Inc., (the “Company”) issued a letter to Mr. Joseph Stilwell in response to his Schedule 13D dated September 28, 2010.  A copy of the letter dated December 13, 2010 is attached as Exhibit 99.1 to this report.  The letter is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

On December 16, 2010 Wayne Savings Bancshares, Inc., (the “Company”) issued a press release announcing a cash dividend of $.06 per share on the Company’s common stock for the quarter ending December 31, 2010.  A copy of the press release dated December 16, 2010 is attached as Exhibit 99.2 to this report.  The press release is being furnished to the SEC and shall not be deemed to be “filed” for any purpose.

Item 9.01               Financial Statements and Exhibits

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits

Exhibit No.            Description

99.1 Letter, dated December 13, 2010

99.2 Press release, dated December 16, 2010

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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.

	WAYNE SAVINGS BANCSHARES, INC.
DATE:  December 16, 2010	By:	/s/ H. Stewart Fitz Gibbon III
		H. Stewart Fitz Gibbon III
		Executive Vice President, Chief Financial Officer, Secretary and Treasurer

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EX-99.1

December 13, 2010

Mr. Joseph Stilwell

111 Broadway, 12th Floor

New York, NY  10006

Dear Mr. Stilwell,

After reviewing your Schedule 13D dated September 28, 2010 with respect to the common stock of Wayne Savings Bancshares, Inc. (the “Company”), it appears that there may be common ground between the Company and you.  As you are aware, the Company’s current strategic plan does not contemplate using excess capital to “bulk up” on securities or rapidly increase the loan portfolio.  We will maintain and grow our securities and loan portfolios using proper credit analysis to determine the risk/reward for re-investment of our current and future cash flow.  Further, we do not currently expect to expand our branch network or to purchase another bank in the near future.

The Company’s proactive approach and continued earnings enabled the board to pay a dividend when a significant number of financial institutions had been forced to eliminate dividend payments.  In order to sustain our dividend payments and in consideration of the continued downturn in the economy, the Company’s current dividend and capital policy sets a dividend payout range of 40-60% of expected earnings and the dividend has been maintained at a level that the board believes can be sustained.  In addition, the board is committed to revisiting the dividend based on developments over time, and the dividend was increased by 20% in March 2010.

In your Schedule 13D, you stated that you “will encourage management and the board to pay dividends to shareholders and repurchase shares of outstanding common stock with excess capital, and will support them if they do so.”  Historically, the Company has been very active in both of these areas, with aggregate stock repurchases of $14.5 million and an average dividend payout ratio of 66.9% over the five year period ended March 31, 2010.  In what continues to be a very turbulent and uncertain economic environment, particularly in the banking industry, the notion of “excess capital” is nebulous at best and the Company will continue to view any repurchases or dividends in light of, among other factors, current economic conditions and regulatory capital requirements.

Mr. Joseph Stilwell

December 13, 2010

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The Company’s dividend and capital policy also requires the Bank to maintain a “well capitalized” status.  As you know, regulatory expectations for what it means to be well capitalized in today’s economic environment are higher than in the past.  Therefore, the board has determined that the Bank’s tangible capital level needs to be increased, and that this will be done over a reasonable period of time by retaining earnings while intending to pay a dividend as described above.  Once a prudent level of tangible capital has been achieved, the Company will revisit the question of the most appropriate use of excess capital in light of economic conditions, the regulatory environment and the Company’s strategic plan.  Further, the Bank has provided notice to the Office o f Thrift Supervision of its intention to dividend capital to the Company which will permit the Company to consider repurchasing stock or paying additional dividends if that is the highest and best use of any “excess” capital at that time.  In response to the notice, the Bank has been informed in writing by the OTS that its position is to approve capital distributions on a one quarter basis only.

We are looking forward to a congenial, economically beneficial relationship with you, as we do with all of our shareholders.

Sincerely,

/s/ Phillip E. Becker

Phillip E. Becker

President and CEO

Copies to:	Mr. Spencer L. Schneider, Esq.
	70 Lafayette Street, 7th Floor
	New York, NY  10013
	Mr. Kevin Houlihan, Esq.
	Patton Boggs LLP
	2550 M Street NW
	Washington, DC  20037

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EX-99.2

NEWS RELEASE

FOR RELEASE: IMMEDIATELY

WAYNE SAVINGS BANCSHARES, INC. DECLARES QUARTERLY DIVIDEND

Wooster, Ohio (December 16, 2010) – Wayne Savings Bancshares, Inc. (NASDAQ:WAYN), the stock holding company parent of Wayne Savings Community Bank, has declared a cash dividend of $.06  per share on the Company’s common stock for the quarter ending December 31, 2010.  This represents an annualized dividend of $.24 per share.  The quarterly cash dividend will be paid on January 26, 2011 to stockholders of record as of January 12, 2011.

At September 30, 2010, Wayne Savings Bancshares, Inc. reported total assets of $410.6 million, deposits of $315.0 million, and stockholders’ equity of $38.7 million, or 9.43% of total assets.

Established in 1899, Wayne Savings Community Bank, the wholly owned subsidiary of Wayne Savings Bancshares, Inc., has eleven full-service banking locations in the communities of Wooster, Ashland, Millersburg, Rittman, Lodi, North Canton, and Creston, Ohio.

Statements contained in this news release which are not historical facts may be forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors. Factors which could result in material variations include, but are not limited to, changes in interest rates which could affect net interest margins and net interest income, competitive factors which could affect net interest income and noninterest income, changes in demand for loans, deposits and other financial services in the Company's market area; changes in asset quality, general economic conditions as well as other factors discussed in documen ts filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.

CONTACT PERSON: H. Stewart Fitz Gibbon III

Executive Vice President/Chief Financial Officer

(330) 264-5767

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