UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934~~

~~Date~~CURRENT ofREPORT PURSUANT ~~Report~~TO SECTION 13 OR 15(~~Date~~d) ofOF ~~earliest~~THE SECURITIES ~~event~~AND ~~reported):~~EXCHANGE ~~June 27,~~ACT ~~2005~~OF 1934

~~DISCOVERY~~Date ~~BANCORP~~of Report (Date of earliest event reported): September 1, 2005

~~Incorporated~~DISCOVERY ~~Under the Laws of the State of California~~BANCORP

~~333-122090~~Incorporated ~~Commission~~Under ~~File~~the ~~Number~~Laws ~~20-1814766~~of ~~I.R.S.~~the ~~Employer~~State ~~Identification~~of ~~Number~~California

338 Via Vera Cruz San Marcos, California 92078 (760) 736-8900


333-122090		20-1814766
Commission File Number		I.R.S. Employer Identification Number

~~Not~~338 ~~Applicable (Former~~Via ~~name~~Vera orCruz San ~~former address~~Marcos, ifCalifornia ~~changed since last report~~92078 (760) 736-8900

~~Check~~Not ~~the appropriate box if the Form 8-K filing is intended to simultaneously satisfy~~Applicable ~~the~~(Former ~~filing~~name ~~obligation~~or offormer ~~the~~address, ~~registrant~~if ~~under~~changed ~~any~~since oflast ~~the following provisions:~~report)

o Check ~~Written communications pursuant to Rule 425 under~~ the ~~Securities~~appropriate ~~Act~~box ~~(17~~if ~~CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ofiling ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b) under~~ satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ounder ~~Pre-commencement~~any ~~communications~~of ~~pursuant to Rule 13e-4(c) under~~ the ~~Exchange~~following ~~Act (17 CFR 240.13e-4(c)).~~provisions:

~~Item~~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 240.0114d-2(b)) ~~Completion~~o ofPre-commencement ~~Acquisition~~communications orpursuant ~~Disposition~~to ofRule ~~Assets~~13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

OnTABLE ~~June 27,~~OF 2005, the California Secretary of State confirmed the filing of the Plan of Reorganization and Merger Agreement on June 22, 2005, thereby consummating the bank holding company reorganization pursuant to which Discovery Bank became the wholly-owned subsidiary of Discovery Bancorp. CONTENTS

On October 20, 2004, the Bank, DB Merger Company (the “Merger Company”), and Discovery Bancorp entered into a Plan of Reorganization and Merger Agreement which provided for the merger of the Bank with the Merger Company, a wholly-owned subsidiary of Discovery Bancorp. On June 22, 2005, after obtaining approval of the corporate reorganization by the shareholders of the Bank, the Merger Company and the Registrant, and all applicable regulatory authorities, the reorganization was consummated. Consummation was not confirmed until June 27, 2005, when the California Secretary of State issued its certification of the filing of the Plan of Reorganization and Merger Agreement. Consequently, effective June 22, 2005, pursuant to the terms of the Plan of Reorganization and Merger Agreement, the Bank became the wholly-owned subsidiary of Discovery Bancorp, the 1,037,548 issued and outstanding shares of the Bank’s common stock were converted into 1,037,548 shares of the Registrant’s common stock, all outstanding options and warrants to purchase the Bank’s common stock were converted into options and warrants to purchase the Registrant’s common stock, respectively, on a one-for-one basis, and the shareholders of the Bank become shareholders of the Registrant.


	Item 2.01 Completion of Acquisition or Disposition of Assets.
	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES

ItemTable 9.01of Financial Statements and Exhibits.Contents

~~(a)~~Item ~~Financial~~2.01 ~~Statements~~Completion of ~~Business~~Acquisition ~~Acquired~~or Disposition of Assets.

~~The~~On ~~financial~~September 1, ~~statements~~2005, Celtic Merger Corp., a wholly-owned subsidiary of Discovery Bancorp, acquired certain of the ~~Bank~~assets ~~are~~and ~~not~~assumed ~~included~~certain inof ~~this~~the ~~Report~~liabilities onof ~~Form~~Celtic ~~8-K~~Capital asCorporation (“Celtic”), ~~they~~a commercial finance lender which has operated for more than 22 years from its headquarters in Santa Monica, California. Celtic Merger Corp. will change its name to Celtic beCapital ~~included~~Corporation ~~with~~and ~~the~~continue ~~Form~~to 10operate as a wholly-~~QSB~~owned subsidiary of Discovery Bancorp. Pursuant to bethe ~~filed~~terms of the Asset Purchase Agreement, dated January 27, 2005, by and among Discovery Bancorp, Celtic Merger Corp., certain of Celtic’s principals and Celtic Capital Corporation, Discovery Bancorp paid Celtic Capital Corporation $6.1 million for a $16.0 million loan portfolio and certain other assets and the ~~period~~assumption ~~ending~~of ~~March 31~~certain liabilities. The purchase price included a a premium of $900,000 in cash and $800,000 worth of Discovery Bancorp common ~~2005~~stock valued at a per share price of $15.50.

~~(b)~~Item ~~Pro~~5.02 ~~Forma~~Departure ~~Financial~~of ~~Information.~~Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

~~Pro~~(d) Effective ~~forma~~September 1, ~~financial~~2005, ~~information~~Bron ~~has~~Hafner, ~~not~~who ~~been~~founded ~~included~~Celtic in ~~this~~1982, ~~Report~~was onadded ~~Form 8-K pursuant~~ to the ~~provisions~~Board of Directors ~~Item 9.01(b)~~ of ~~Form~~Discovery ~~8-K~~Bancorp. ~~The~~Presently, ~~combined~~Mr. Hafner ~~pro~~is ~~forma financials would~~ not ~~be materially~~serving ~~different~~on ~~from~~any ~~the~~committees ~~2004~~of ~~audited financial statements and~~ the ~~March 31, 2005 unaudited~~ ~~financial~~Board ~~statements~~ of ~~Discovery~~Directors ~~Bank~~of as Discovery Bancorp. ~~did~~However, ~~not~~it ~~have~~is ~~any~~anticipated ~~operations~~that ~~and~~Mr. Hafner ~~had nominal~~may ~~assets,~~be ~~liabilities~~added to ~~and~~one ~~shareholders’~~or ~~equity~~more ~~during~~committees ~~2004~~in ~~and~~ the ~~period~~future. ~~ended March 31, 2005~~Mr. Hafner ~~Discovery~~was ~~Bancorp~~added ~~will~~as bea ~~filing~~director ~~consolidated~~effective ~~financial~~as ~~information,~~of ~~including~~ the ~~pro forma~~ ~~financial~~closing ~~information~~date ~~required~~of by the ~~provisions~~Celtic oftransaction ~~Item 9.01~~(bdescribed above) ofpursuant ~~Form~~to ~~8-K,~~an inagreement ~~its~~between ~~initial report~~Discovery onBancorp ~~Form~~and ~~10-QSB for the period ended March 31, 2005~~Celtic.

(c)	Exhibits.			Page
		2	Plan of Reorganization and Merger Agreement, dated October 20, 2004 by and between Discovery Bank and DB Merger Company		(1	)
		4.1	Form of Discovery Bank Warrant		(1	)
		4.2	Shareholder Agreement dated October 20, 2004		(1	)
		10.1	Discovery Bancorp 2004 Stock Option Plan, as amended		(2	)
		10.2	Form of Discovery Bancorp Stock Option Agreement		(1	)
		21	Subsidiaries

Discovery Bancorp and Celtic Capital Corp. also entered into a consulting agreement with Mr. Hafner pursuant to which Mr. Hafner is serving as a consultant to Celtic Capital Corp. effective as of the closing of the Celtic transaction. The consulting agreement has a term of three years, provides for a monthly consulting fee of $5,000 per month and the reimbursement of certain business expenses. The agreement provides for severance compensation equal to six months’ consulting fee in the event the agreement is terminated without cause or in the event of a merger or a material change in control. The agreement provides that for a period of three years from the closing of the Celtic transaction, Bron Hafner will not solicit customers or employees of the finance company subsidiary to be customers or employees of another firm, nor will he, directly or indirectly, own or control a commercial finance business in California or Arizona; provided however that he may make certain investments in commercial finance transactions and may make extensions of credit for his own account provided that such loans have first been offered to the finance company subsidiary and it has declined to extend the credit.

(1)Table Theseof exhibits are incorporated by reference from the Registrant’s Registration Statement on Form S-4, filed January 18, 2005.Contents

~~(2) These exhibits are incorporated by reference from the Registrant’s Pre-Effective Amendment No~~Item 9.01 1Financial toStatements ~~the~~and ~~Registration Statement on Form S-4, filed April 6, 2005~~Exhibits.

~~SIGNATURES~~(a) Financial Statements of Business Acquired.

~~Pursuant~~The tofinancial ~~the~~statements ~~requirements~~ of ~~the~~Celtic ~~Securities~~Capital ~~Exchange~~Corporation ~~Act~~are ofincorporated ~~1934,~~by reference from the Registration ~~registrant~~Statement ~~has~~on ~~duly caused~~Pre-Effective ~~this~~Amendment ~~report~~No. 1 to bethe ~~signed~~Form onSB-2 ~~its~~filed ~~behalf~~ by ~~the~~Discovery ~~undersigned~~Bancorp on ~~hereunto~~July 27, ~~duly authorized~~2005.

	DISCOVERY BANCORP
Date: June 30, 2005	By:	/s/ James P. Kelley, II
		James P. Kelley, II
		President and Chief Executive Officer

(b) Pro Forma Financial Information.

The pro forma financial information required by the provisions of Item 9.01(b) is incorporated by reference from the Registration Statement on Pre-Effective Amendment No. 1 to the Form SB-2 filed by Discovery Bancorp on July 27, 2005.


		Page
*	Asset Purchase Agreement, dated January 27, 2005 by and among Discovery Bancorp, Celtic Merger Corp., certain of Celtic Capital Corporation’s principals, and Celtic Capital Corporation.	n/a

This exhibit is incorporated by reference from the Registration Statement on Pre-Effective Amendment No. 1 to the Form S-4 filed by the Registrant on April 6, 2005.

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.

DISCOVERY BANCORP

Date: September 7, 2005



	By:	/s/ James P. Kelley, II
		James P. Kelley, II
		President and Chief Executive Officer

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

ItemTable 9.01of Financial Statements and Exhibits.Contents

(1)Table Theseof exhibits are incorporated by reference from the Registrant’s Registration Statement on Form S-4, filed January 18, 2005.Contents

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Filing Compare · Discovery Bancorp