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): June 27, 2008

 

FIRST GUARANTY BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Louisiana	000-52748		26-0513559
(State or other jurisdiction	(Commission File Number)		(I.R.S. Employer
incorporation or organization)			Identification Number)
400 East Thomas Street
Hammond, Louisiana		70401
(Address of principal executive offices)		(Zip Code)
(985) 345-7685
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box 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 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 June 27, 2008, a fourth amendment was made to the Agreement and Plan of Reorganization by and between the Company and First Community Holding Company as filed on Form 8-K with the SEC on November 8, 2007 and amended on March 27, 2008,  May 29, 2008 and June 12, 2008. The full text of the Amendment is attached as Exhibit 2.1.

Item 9.01 – Financial Statements and Exhibits

(d)           Exhibits.

The following Exhibit is attached as part of this report:

2.1 Amendment No. 4 to Agreement and Plan of Reorganization dated June 27, 2008 by and between the Company and First Community Holding Company whereby both parties agreed to amend the Reorganization Agreement to extend the time by which the transactions contemplated by the Reorganization Agreement must be consummated.

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.

FIRST GUARANTY BANCSHARES, INC.

(Registrant)

Date:  June 30, 2008                                                                                     By:   /s/Michele E. LoBianco

Michele E. LoBianco

Chief Financial Officer

Secretary and Treasurer

EXHIBIT INDEX
Exhibit No.	Description
2.1	Amendment No. 4 to Agreement and Plan of Reorganization dated June 27, 2008 by and between the Company and First Community Holding Company whereby both parties agreed to amend the Reorganization Agreement to extend the time by which the transactions contemplated by the Reorganization Agreement must be consummated.

EX-2.1

Exhibit 2.1

AMENDMENT NO. 4 TO

AGREEMENT AND PLAN

OF REORGANIZATION

This Amendment No. 4 (this “Amendment”) is entered into as of this 27th day of June, 2008 by and between First Guaranty Bancshares, Inc., a Louisiana corporation (“First Guaranty”), and First Community Holding Company, a Louisiana corporation (the “Seller”).

WHEREAS, First Guaranty and the Seller have executed and delivered that certain Agreement and Plan of Reorganization, dated November 2, 2007, as amended on March 27, 2008 and as further amended on May 29, 2008 and June 12, 2008 (the “Reorganization Agreement”), which Reorganization Agreement is still in full force and effect; and

WHEREAS, the Reorganization Agreement currently provides that if the transactions contemplated by the Reorganization Agreement are not consummated on or before June 30, 2008, either party may terminate the Reorganization Agreement without penalty if such terminating party is not in breach of the Reorganization Agreement; and

WHEREAS, because all necessary regulatory approvals have not been obtained, First Guaranty and the Seller will be unable to consummate the transactions contemplated by the Reorganization Agreement by June 30, 2008; and

WHEREAS, First Guaranty and the Seller desire to amend the Reorganization Agreement to extend the time by which the transactions contemplated by the Reorganization Agreement must be consummated.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

SECTION 1.Definitions; Rules of Usage. For purposes of this Amendment, capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to them in the Reorganization Agreement, as such may be amended, modified, extended, supplemented, restated and/or replaced from time to time.  In addition, the defined term “Agreement” in the Reorganization Agreement shall include this Amendment.

SECTION 2.Amendment to Section 6.1(c).  The Reorganization Agreement is hereby amended by deleting the text of Section 6.1(c) in its entirety and inserting the following in lieu thereof:

“(c)           Abandonment.  By either party if (i) all conditions to Closing in ARTICLE 5 have not been met (other than through the failure to comply fully with its obligations under this Agreement on the part of any party seeking to terminate this Agreement) or waived on or before July 16, 2008, or (ii) any such condition cannot be met by such date and has not been waived by the party in whose favor it runs, or (iii) the Merger has not occurred by such date.”

SECTION 3.Ratification.  Except as specifically modified hereby, the terms and provisions of the Reorganization Agreement are hereby ratified and confirmed and remain in full force and effect.

SECTION 4.Applicable Law.  THIS AMENDMENT IS TO BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF LOUISIANA (WITHOUT REGARD TO THOSE LAWS RELATING TO CHOICE OF LAW) APPLYING TO CONTRACTS ENTERED INTO AND TO BE PERFORMED WITHIN THE STATE OF LOUISIANA.  VENUE FOR ANY CAUSE OF ACTION ARISING FROM THIS AMENDMENT WILL LIE IN TANGIPAHOA PARISH, LOUISIANA.

SECTION 5.Counterpart Execution.  This Amendment may be executed by any one or more of the parties in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument.

IN WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be duly executed by an officer thereunto duly authorized as of the date and year first above written.

FIRST GUARANTY BANCSHARES, INC.

By:           /s/ Michael R. Sharp

Michael R. Sharp

President

        FIRST COMMUNITY HOLDING COMPANY

By:           /s/ Richard R. Blouin

Richard R. Blouin

Chairman of the Board of Directors

69454.000001 EMF_US 25887848v1