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 February 28, 2012

(Date of Earliest event reported)

FIRST NORTHERN COMMUNITY BANCORP

(Exact name of registrant as specified in its charter)

California	68-0450397
(State of Incorporation)	(IRS Employer ID Number)

000-30707

(Commission File No.)

First Northern Community Bancorp
195 North First Street, P.O. Box 547, Dixon, California	95620
(Address of principal executive offices)	(Zip Code)

 (707) 678-3041

(Registrant’s telephone number, including area code)

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 2.02  RESULTS OF OPERATION AND FINANCIAL CONDITION

On February 28, 2012, Registrant issued a press release, which is filed as an exhibit to this Report on Form 8-K, which provided an update to its previous announcement made on January 31, 2012, with respect to its results of operations for the year ended December 31, 2011, a copy of which is included as ITEM 9.01 (c) Exhibit 99.1 and incorporated herein by reference in both ITEM 2.02 and ITEM 7.01.  The Company does not intend for this exhibit to be incorporated by reference into future filings under the Securities Exchange Act of 1934.

ITEM 7.01  REGULATION FD DISCLOSURE

On February 28, 2012, Registrant issued a press release, which is filed as an exhibit to this Report on Form 8-K, which provided an update to its previous announcement made on January 31, 2012, with respect to its results of operations for the year ended December 31, 2011, a copy of which is included as ITEM 9.01 (c) Exhibit 99.1 and incorporated herein by reference in both ITEM 2.02 and ITEM 7.01 in accordance with SEC Release No. 33-8216.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS

(c)           Exhibit

99.1           Earnings Press Release, dated February 28, 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 hereunto duly authorized.

Date:  February 28, 2012	First Northern Community Bancorp (Registrant)
	/s/ Jeremiah Z. Smith
	By: Jeremiah Z. Smith
	Executive Vice President/
	Chief Financial Officer

EXHIBIT INDEX

Exhibit	Document
99.1	Earnings Press Release, dated February 28, 2012

EX-99.1

EXHIBIT:  99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

Contact:         Louise A. WalkerFebruary 28, 2012

President & CEO

First Northern Community Bancorp

& First Northern Bank

P.O. Box 547

Dixon, California

                        (707) 678-3041

Earnings Release Update

Dixon, California - First Northern Community Bancorp (the “Company,” ticker symbol FNRN), holding company for First Northern Bank (“First Northern” or the “Bank”), today announced that subsequent to the press release issued on January 31, 2012, the Company determined its deferred tax asset was overstated by $492,000 at December 31, 2011.  The effect of the overstatement reduces net income and net income available to common shareholders for the year ended December 31, 2011, by the sum of the resulting adjustment totaling $492,000 to the Company’s deferred tax asset.  Taking this non-cash adjustment into account, net income for 2011 totaled $2.7 million.  Additionally, net income available to common share holders for 2011 totaled $1.3 million.  Diluted earnings per share for the twelve months ended December 31, 2011 was $0.14.

Taking into account the non-cash adjustment with respect to the Company’s fourth quarter results of operation, net income for the fourth quarter of 2011 was $155,000.  Net income available to common shareholders for the fourth quarter of 2011 was a negative $137,000.  This resulted in a net loss per share of $0.01 for the three months ended December 31, 2011.  

First Northern Bank, an independent community bank headquartered in Solano County since 1910, serves Solano, Yolo, Sacramento, Placer and the west slope of El Dorado County. First Northern has 10 branches located in Dixon, Davis, West Sacramento, Fairfield, Vacaville, Winters, Woodland, Downtown Sacramento, Roseville, and Auburn, and has a full service Trust Department in Sacramento. First Northern Bank also offers 24/7 real estate mortgage loans, SBA loans, and non-FDIC insured Investment & Brokerage Services at each branch location. Real Estate Mortgage Loan offices are located in Davis and Roseville, and real estate loan representatives are available to meet customers at any of the Bank’s branches by appointment. The Bank specializes in relationship banking and employs experts in the area of small business, commercial, agribusiness, and real estate lending, as well as wealth management, and is rated as a “Superior” 5-Star Bank by BauerFinancial Inc. (www.bauerfinancial.com). The Bank can be found on the Web at www.thatsmybank.com.

-more-

Forward-Looking Statements

This press release may include certain “forward-looking statements” about First Northern Community Bancorp (the “Company”). These forward-looking statements are based on management’s current expectations and are subject to certain risks, uncertainties and changes in circumstances. Actual results may differ materially from these expectations due to changes in global political, economic, business, competitive, market and regulatory factors. More detailed information about these risk factors is contained in the Company’s most recent reports filed with the Securities and Exchange Commission on Forms 10-K, 10-Q and 8-K, each as it may be amended from time to time, which identify important risk factors that could cause actual results to differ materially from those contained in the forward-looking statements. The financial information contained in this release should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s most recent reports on Form 10-K and Form 10-Q. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances arising after the date on which they are made. For further information regarding the Company, please read the Company’s reports filed with the SEC and available at www.sec.gov.

xxx