FIRST PACTRUST BANCORP INC (Form: 8-K, Received: 02/28/2012 16:22:34)

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): February 24, 2012

First PacTrust Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Maryland	000-49806	04-3639825
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

610 Bay Boulevard, Chula Vista, California	91910
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: (619) 691-1519

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:

¨ 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 1.01. Entry into a Material Definitive Agreement.

On February 24, 2012, First PacTrust Bancorp, Inc., a Maryland corporation (“ First PacTrust ”), Gateway Bancorp, a California corporation (“ Gateway ”), each of the stockholders of Gateway and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative) entered into Amendment No. 2 (the “ Amendment ”) to that certain Stock Purchase Agreement, dated as of June 3, 2011, as amended on November 28, 2011, among the parties (the “ Purchase Agreement ”). The Amendment provides for the extension of the date after which the Purchase Agreement may be terminated in certain circumstances to provide the parties additional time to obtain the regulatory approvals required to close the stock purchase contemplated by the Purchase Agreement.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed herewith as Exhibit 2.1 and is incorporated in this Item 1.01 by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
2.1	Amendment No. 2 to Stock Purchase Agreement, dated as of February 24, 2012, by and among First PacTrust Bancorp, Inc., Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative).

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 thereunto duly authorized.

First PacTrust Bancorp, Inc.

Date: February 28, 2012 By: /s/ Richard Herrin

Richard Herrin

Executive Vice President and Secretary

EXHIBIT INDEX

Exhibit Number	Description
2.1	Amendment No. 2 to Stock Purchase Agreement, dated as of February 24, 2012, by and among First PacTrust Bancorp, Inc., Gateway Bancorp, the Sellers named therein and the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as the Sellers’ Representative).

Exhibit 2.1

Amendment No. 2 to Stock Purchase Agreement

This AMENDMENT NO. 2, dated as of February 24, 2012 (this “ Amendment ”), to the Stock Purchase Agreement, dated as of June 3, 2011, as amended on November 28, 2011 (the “ Purchase Agreement ”), by and among First PacTrust Bancorp, Inc., a Maryland corporation (“ Buyer ”), Gateway Bancorp, a California corporation (“ Company ”), each selling stockholder thereto (each, a “ Seller ” and collectively, “ Sellers ”) and, solely for the purposes of effectuating the provisions of Article IX of the Purchase Agreement, the D & E Tarbell Trust, u/d/t dated February 19, 2002 (in its capacity as Sellers’ Representative, the “ Sellers’ Representative ”).

WITNESSETH:

WHEREAS, Buyer, Company, Sellers and Sellers’ Representative (together, the “ Parties ”) have entered into the Purchase Agreement; and

WHEREAS, the Parties entered into Amendment No. 1 to the Purchase Agreement on November 28, 2011; and

WHEREAS, subject to the terms and conditions set forth in this Amendment, the Parties desire to amend the Purchase Agreement by entering into this Amendment.

NOW, THEREFORE, for and in consideration of the foregoing recitals and of the mutual covenants contained in this Amendment, the Parties do hereby agree as follows:

1. Modification; Full Force and Effect . Except as expressly modified and superseded by this Amendment, the terms and provisions of the Purchase Agreement are and shall continue to be in full force and effect.

2. Definitions . Capitalized terms used herein without definition shall have the meanings ascribed to such terms in the Purchase Agreement.

3. Other Terms . (i) The definition of “End Date” in Section 10.8 of the Purchase Agreement shall be restated to mean “April 30, 2012; provided that the End Date shall automatically extend to June 30, 2012 unless either (x) Buyer or (y) a majority of the Sellers (based on percentage ownership of Company Common Stock) provide to the other party no less than 30 days’ prior written notice of its intention not to permit such automatic extension.”; (ii) Section 8.1(c) shall be amended by changing “February 3, 2012” to “the End Date”; and (iii) the provisions of Sections 10.2, 10.3, 10.4, 10.6, 10.7, 10.9 and 10.10 of the Purchase Agreement shall apply mutatis mutandis to this Amendment.

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IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the date first above written.

FIRST PACTRUST BANCORP, INC.

By:                 /s/ Gregory A. Mitchell
Name:             Gregory A. Mitchell
Title:               President and Chief Executive Officer