UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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~~May 3110, ~~2010~~2011

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SonomaWest Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

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Delaware		000-01912		94-1069729
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2064 Highway 116 North Sebastopol, California		95472
(Address of Principal Executive Offices)		(Zip Code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (707) 824-2534

Same

(Former name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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):

¨	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 1.01Entry into a Material Definitive Agreement.

~~Item~~On 5May 10, 2011, SonomaWest Holdings, Inc.~~02 Departure~~ (the “Company”) entered into an Agreement and Plan of ~~Directors~~Merger or(the ~~Certain~~“Merger ~~Officers;~~Agreement”) ~~Election~~with Stapleton Acquisition Company (“SAC”), pursuant to which SAC will merge with and into the Company, with the Company continuing as the surviving corporation (the “Merger”). SAC is a Delaware corporation formed for the purpose of ~~Directors;~~facilitating ~~Appointment~~the acquisition of ~~Certain~~the ~~Officers;~~Company ~~Compensatory~~by ~~Arrangement~~Craig R. Stapleton, Dorothy W. Stapleton, Walker R. Stapleton and Wendy S. Reyes, Trustee of ~~Certain~~Separate ~~Officers~~Property Trust. As of May 10, 2011, SAC owned approximately 86% of the outstanding shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). SAC’s President and sole director, Craig R. Stapleton, is the President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of the Company.

~~(b) On~~In ~~December~~connection ~~31,~~with ~~2010~~the Merger, ~~Walker~~each R.outstanding ~~Stapleton~~Share, other than Shares held by the ~~President~~Company or SAC, ~~Chief~~and ~~Executive~~other ~~Officer~~than those Shares, ~~Chief~~if ~~Financial~~any, ~~Officer~~with respect to which appraisal rights are properly exercised and ~~Chairman~~not ofwithdrawn, ~~the~~will ~~Board~~be ofconverted ~~Directors~~into (the ~~“Board”)~~right ofto ~~SonomaWest~~receive ~~Holdings, Inc~~$10.05 ~~(the~~per ~~“Company”)~~share in cash, ~~tendered~~without ~~his~~interest ~~resignation~~and ~~from~~less ~~such~~any ~~positions~~required ~~and~~withholding astaxes. aEach ~~director~~option ofto ~~the~~purchase ~~Company,~~Shares that is outstanding immediately prior to the effective astime of ~~such~~the ~~date.~~Merger ~~Mr.~~will ~~Stapleton~~be ~~will~~cancelled ~~begin~~in ~~serving~~exchange asfor the ~~Colorado~~right ~~State~~to ~~Treasurer~~receive onthe ~~January~~excess 11of $10.05 over the exercise price of such option, ~~2011~~less any required withholding taxes.

~~(c) On~~The ~~December~~consummation ~~31,~~of ~~2010,~~ the ~~Board~~Merger ~~appointed~~is ~~Craig~~subject R.to ~~Stapleton,~~the ~~Mr.~~following W.conditions: ~~Stapleton’s~~(i) ~~father~~the ~~and~~adoption of the ~~Company’s~~Merger ~~largest~~Agreement ~~stockholder,~~by toa majority of the ~~positions~~outstanding ofShares ~~President~~entitled to vote thereon, ~~Chief~~(ii) ~~Executive~~the ~~Officer~~filing ~~and~~with ~~Chief~~the ~~Financial~~Securities ~~Officer~~and Exchange Commission of ~~the~~preliminary ~~Company,~~and ~~effective~~definitive ~~upon~~information statements, and the ~~resignation~~delivery byof ~~Mr.~~a W.definitive ~~Stapleton~~information ~~from~~statement ~~such~~to ~~positions.~~the ~~The~~Company’s ~~Board~~stockholders, ~~also~~in ~~elected~~each ~~Mr.~~case ~~Craig~~pursuant ~~Stapleton~~to asRegulation a14C ~~director~~promulgated ofunder the ~~Company~~Securities ~~and~~Exchange asAct ~~Chairman~~ of ~~the~~1934, ~~Board~~as toamended, ~~fill~~and the ~~vacancies~~expiration inof ~~these~~all ~~positions~~applicable ~~resulting~~waiting ~~from~~periods ~~Mr.~~thereunder W.or ~~Stapleton’s~~under ~~resignation.~~any ~~Mr.~~other ~~Craig~~federal ~~Stapleton~~or ~~will~~state ~~serve~~securities aslaws, a(iii) ~~director~~the absence of ~~the~~any ~~Company~~judgment, ~~until~~law ~~the~~or ~~next~~other ~~annual~~legal ~~meeting~~restraint ofor ~~stockholders.~~prohibition ~~Mr.~~that ~~Craig~~would ~~Stapleton~~make ~~will~~the ~~receive~~Merger anillegal ~~annual~~or ~~base~~otherwise ~~salary~~prevent ofor ~~$60,000~~prohibit ~~for~~the ~~his~~consummation ~~service~~thereof asand (iv) the ~~Company’s~~accuracy ~~President,~~of ~~Chief~~the ~~Executive~~representations ~~Officer~~ and ~~Chief~~warranties ~~Financial~~of ~~Officer~~SAC contained in the Merger Agreement.

~~Mr. Craig R. Stapleton~~SAC, ~~age~~which ~~65,~~owns is a ~~Senior~~majority ~~Advisor~~ of ~~Stone~~the ~~Point~~outstanding ~~Capital LLC~~Shares, inhas ~~Greenwich,~~adopted ~~Connecticut, and is Lead Director on~~ the ~~Board~~Merger ofAgreement ~~Abercrombie~~by executing and ~~Fitch.~~delivering Hea ~~served~~written ~~the~~consent ~~United States as Ambassador~~ to ~~France from 2005 to 2009 and as Ambassador to~~ the ~~Czech Republic from 2001 to 2004~~Company. As ~~From~~a ~~1982 to 2001~~result, heno ~~was~~other ~~the~~vote ~~President~~or ofconsent ~~Marsh and McLennan Real Estate Advisors~~ of ~~New York. Mr. Craig Stapleton was a director of~~ the Company's ~~from~~stockholders ~~1995~~will tobe ~~2001. Mr.~~required ~~Craig~~or ~~Stapleton is President of the Vaclav Havel Foundation in the United States~~requested. He Prior ~~was awarded the Jan Masaryk Medal for service~~ to the ~~Czech~~effective ~~Republic. He~~time ~~served on the Board~~ of the ~~Peace Corps under President George H. W. Bush. In May 2009~~Merger, ~~President Nicholas Sarkozy named Ambassador Stapleton a Commandeur of~~ the ~~Legion~~Company ofwill ~~Honor. Mr.~~mail ~~Craig~~an ~~Stapleton~~information isstatement ~~currently~~to ~~serving~~its asstockholders acontaining ~~Trustee~~information ofabout the ~~George W~~Merger. ~~Bush~~Under ~~Library~~federal ~~and~~securities ~~Foundation~~laws, the ~~9/11~~Merger ~~Memorial~~may ~~Foundation,~~not ~~the~~be decompleted ~~Tocqueville/United~~until ~~Way~~20 days ~~Foundation,~~after ~~CERGE (~~the ~~Center~~Company ~~for~~mails ~~Economic Research and Graduate Education), and~~ the ~~Association~~information ~~François-Xavier~~statement ~~Bagnoud. He~~to ~~has~~its ~~served on the Visiting Committee for Harvard College and the Committee on University Resources~~stockholders. ~~He holds a B.A. (magna cum laude) from Harvard University and an M.B.A. from the Harvard Graduate School of Business Administration.~~

~~(d) Information~~SAC ~~set~~has ~~forth~~made certain representations and warranties in ~~Item~~the ~~5.02(c)~~Merger ofAgreement, ~~this~~including, ~~Current~~among ~~Report~~others, onthat ~~Form~~SAC ~~8-K~~has ~~with~~sufficient ~~respect~~funds available to it to consummate the ~~election~~transactions ofcontemplated Mrby the Merger Agreement. ~~Craig~~The ~~Stapleton~~Company asand aSAC ~~director~~have ofagreed ~~the~~to ~~Company~~use istheir ~~incorporated~~best ~~into~~efforts ~~this~~to ~~Item~~cause ~~5.02(d)~~the byMerger ~~reference~~to be consummated.

~~(e) Mr.~~The ~~Stapleton~~Merger ~~will~~Agreement ~~continue~~may tobe ~~provide~~terminated ~~consulting~~by ~~services to~~ the ~~Company~~mutual ~~pursuant~~written toconsent aof ~~consulting~~the ~~agreement~~parties ~~dated~~or ~~January~~by 1,either ~~2011~~party ~~(the~~if ~~“Consulting~~a ~~Agreement”)~~judgment, ~~between~~law ~~the~~or ~~Company~~other ~~and Rocky~~legal ~~Mountain~~restraint ~~Trust,~~or ~~LLC.~~prohibition ~~Under~~makes the ~~Consulting~~Merger ~~Agreement,~~illegal ~~Mr.~~or ~~Stapleton~~permanently ~~will~~prevents ~~receive~~the anconsummation ~~hourly~~thereof, ~~fee~~unless the issuance of ~~$250,~~such ~~with~~legal anrestraint ~~annual~~or ~~maximum~~prohibition ofwas ~~$150,000.~~primarily ~~The~~due ~~term~~to the failure of the ~~Consulting~~party ~~Agreement~~seeking istermination ~~for~~to ~~one~~perform ~~year,~~any ~~unless~~of ~~earlier~~its ~~terminated~~obligations ~~pursuant~~under to the ~~terms~~Merger ~~therein~~Agreement.

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits:

2.1	Agreement and Plan of Merger, dated as of May 10, 2011, by and between Stapleton Acquisition Company and SonomaWest Holdings, Inc.

SIGNATURE

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.

	SONOMAWEST HOLDINGS, INC.
Date: January 3, 2011	By:	/s/ Craig R. Stapleton
Date: May 16, 2011	By:	/s/ Craig R. Stapleton
		Craig R. Stapleton
		President, Chief Executive Officer and Chief Financial Officer

3EXHIBIT INDEX

Exhibit No.	Description

2.1	Agreement and Plan of Merger, dated as of May 10, 2011, by and between Stapleton Acquisition Company and SonomaWest Holdings, Inc.

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