FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~August~~September 311, 2005 (August 31, 2005)

Date of Report (Date of earliest event reported)

ACCESS ANYTIME BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-28894	85-0444597
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No)
5210 Eubank Blvd, NE
Albuquerque, New Mexico 87111
(Address of principal Executive offices)
(505) 299-0900
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

5210 Eubank Blvd, NE Albuquerque, New Mexico 87111

(Address of principal Executive offices)

(505) 299-0900

(Registrant’s telephone number, including area code)

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

ý 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 81.01 ~~Regulation~~Entry FDInto ~~Disclosure~~a Material Definitive Agreement

On August 31, 2005, Access Anytime Bancorp, Inc., a Delaware corporation (“Access Anytime”), AccessBank, a federal savings association and a wholly owned subsidiary of Access Anytime, and First State Bancorporation, a New Mexico corporation (“First State”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Access Anytime will merge (the “Merger”) with and into First State with First State surviving. Concurrent with the Merger, First State Bank N.M., a New Mexico state chartered bank and a wholly owned subsidiary of First State, and AccessBank will enter into a subsidiary merger agreement where AccessBank will merge with and into First State Bank N.M. with First State Bank N.M. surviving.

Under and subject to the terms of the ~~Merger~~ Merger Agreement, the stockholders of Access Anytime will receive .791 shares of First State common stock in exchange for each share of common stock of ~~Access~~ Access Anytime, subject to certain possible adjustments as set forth in the ~~Merger~~ Merger Agreement. The exchange ratio is ~~based~~ based on the average closing price of First State common stock as reported on ~~the~~ the NASDAQ during the 40 consecutive trading days ending on August 30, 2005, and a $17.00 price per share for Access Anytime common stock. Under the terms of the Merger agreement, Access Anytime has the ability to pay a dividend (not to exceed the cap), even though Access Anytime’s Board of Directors has not yet declared or determined to pay the dividend.

~~The~~Stock ~~transaction~~options isoutstanding upon completion of the merger, whether vested ~~subject~~or unvested, will be assumed and converted into options to ~~various~~acquire, ~~customary~~on ~~closing~~the same terms and conditions applicable to the original option, ~~including~~that ~~receipt~~number of shares ~~applicable~~of ~~regulatory~~First ~~approvals~~State ~~and~~equal ~~approval~~to by the ~~stockholders~~number of shares of Access Anytime~~. Certain~~ ~~stockholders~~for ofwhich the option is exercisable times .791. Access Anytime, ~~representing~~AccessBank ~~approximately~~and ~~23%~~First ofState ~~the~~have ~~outstanding~~made ~~shares~~customary ~~of common~~representations, ~~stock~~warranties ofand ~~Access~~covenants ~~Anytime,~~in ~~have~~the ~~entered~~Merger ~~into~~Agreement, aincluding, ~~support~~among ~~agreement~~others, covenants ~~pursuant~~not to ~~which~~ ~~they~~engage ~~have~~in ~~agreed~~certain tokinds ~~vote~~of ~~their~~conduct ~~shares~~or intransactions ~~favor~~during the period between the execution of the Merger Agreement and the completion of the merger. In ~~the~~addition, ~~event~~Access ofAnytime has agreed to cause a ~~termination~~shareholder meeting to be held to consider approval of the ~~Merger~~ Merger Agreement, ~~under~~and has further agreed that, subject to certain ~~circumstances~~exceptions, the Access Anytime ~~may~~Board beof ~~required~~Directors will recommend approval of the Merger Agreement by its shareholders. Access Anytime has also agreed not to ~~pay~~solicit proposals relating to alternative ~~First~~business ~~State~~combination atransactions ~~termination~~or, ~~fee~~subject asto ~~set~~certain ~~forth~~exceptions, enter into discussions concerning, or providing confidential information in ~~the~~connection with, ~~Merger~~alternative ~~Agreement~~business combination transactions.

OnCompletion ~~August 31~~of the transaction is subject to various customary closing conditions, including regulatory approval and ~~2005~~approval by the stockholders of Access Anytime. Certain stockholders of Access Anytime, representing approximately 23% of the outstanding shares of common stock of Access Anytime, ~~issued~~have entered into a ~~press~~support ~~release~~agreement, ~~(the~~pursuant ~~“Press~~to ~~Release”)~~which ~~announcing~~they have agreed to vote their shares in favor of the ~~execution~~Merger. In the event of a termination of the Merger Agreement under certain circumstances, Access Anytime may be required to pay First State a termination fee as set forth in the Merger Agreement.

The ~~foregoing description of the~~ Merger Agreement ~~does~~contains ~~not~~representations ~~purport~~and towarranties bethat Access ~~complete~~Anytime and ~~is qualified~~Access inBank, ~~its~~on ~~entirety~~the byone ~~reference~~hand, toand ~~the~~First ~~Press~~State, ~~Release~~on the other hand, ~~which~~made isto ~~filed~~each other as an ~~Exhibit hereto,~~of ~~and~~specific isdates. The ~~incorporated~~assertions byembodied ~~reference. Access~~in ~~Anytime~~those ~~will~~representations ~~file~~and ~~the~~warranties ~~information~~were ~~required~~made bysolely ~~Item~~for ~~1.01~~purposes inof athe ~~separate~~contract ~~Current~~between ~~Report~~the onparties, ~~Form 8-K.~~and may be subject to important

In connection with the proposed merger, Access Anytime will file proxy statements and other relevant materials with the Securities and Exchange Commission (the “SEC”). Stockholders of Access Anytime and other investors are urged to read these documents (if and when they become available) and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information about Access Anytime, First State and the Merger. Stockholders and other investors may obtain these documents (and any other documents filed by Access Anytime with the SEC) free of charge at the SEC’s website at www.sec.gov. In addition, documents filed with the SEC by Access Anytime will be available free of charge by directing such request to Access Anytime’s Corporate Secretary at the following address: Access Anytime BanCorp, Inc., 801 Pile Street, P.O. Box 1569, Clovis, New Mexico 88101, (505) 762-4417.2

~~Access~~qualifications ~~Anytime~~ and limitations agreed to by the parties in connection with negotiating its ~~respective executive~~terms. Moreover, ~~officers~~the representations and ~~directors~~warranties are subject to a contractual standard of materiality that may be ~~deemed~~different tofrom what may be ~~participants~~viewed inas material to shareholders, and the representations and ~~solicitation~~warranties ofmay ~~proxies~~have ~~from~~been used for the ~~stockholders~~purpose of ~~Access~~allocating ~~Anytime~~risk inbetween ~~favor~~the parties ofrather ~~the~~than establishing matters as facts.

2The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which is filed as an Exhibit hereto, and is incorporated by reference.

~~acquisition~~IN CONNECTION WITH THE PROPOSED MERGER, ACCESS ANYTIME WILL FILE PROXY STATEMENTS AND OTHER RELEVANT MATERIALS WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) AND FIRST STATE WILL FILE A FORM S-4 AND OTHER RELEVANT DOCUMENTS WITH THE SEC. ~~Information~~STOCKHOLDERS ~~about~~OF ACCESS ~~the~~ANYTIME ~~executive~~AND ~~officers~~OTHER ~~and~~INVESTORS ARE URGED TO READ THESE DOCUMENTS (IF AND ~~directors~~WHEN ofTHEY ~~Access~~BECOME ~~Anytime~~AVAILABLE) ~~and~~AND ~~their~~ANY ~~ownership~~OTHER ofRELEVANT ~~Access~~DOCUMENTS ~~Anytime~~FILED ~~common~~WITH ~~stock~~THE SEC, orAS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY ~~other~~WILL ~~possible~~CONTAIN ~~interests~~IMPORTANT inINFORMATION ~~the~~ABOUT ~~transaction~~ACCESS isANYTIME, ~~included~~FIRST inSTATE ~~the~~AND ~~proxy~~THE MERGER. STOCKHOLDERS ~~statement~~AND OTHER INVESTORS ~~for~~MAY ~~Access~~OBTAIN ~~Anytime’s~~THESE ~~2005~~DOCUMENTS ~~Annual~~(AND ~~Meeting~~ANY ofOTHER ~~Stockholders,~~DOCUMENTS ~~which~~FILED ~~was~~BY ~~filed~~ACCESS ~~with~~ANYTIME ~~the~~WITH THE SEC) onFREE ~~March 23~~OF CHARGE AT THE SEC’S WEBSITE AT WWW.SEC.GOV. IN ADDITION, ~~2005~~DOCUMENTS ~~and~~FILED inWITH ~~the~~THE ~~proxy~~SEC ~~statement~~BY ACCESS ~~relating~~ANYTIME toWILL ~~the~~BE AVAILABLE FREE OF CHARGE BY DIRECTING SUCH REQUEST TO: ~~merger~~ACCESS ~~when~~ANYTIME’S itCORPORATE ~~becomes~~SECRETARY ~~available~~AT THE FOLLOWING ADDRESS: ACCESS ANYTIME BANCORP, INC., 801 PILE STREET, P.O. BOX 1569, CLOVIS, NEW MEXICO 88101, (505) 762-4417

~~Item~~ACCESS 9ANYTIME, FIRST STATE AND THEIR RESPECTIVE EXECUTIVE OFFICERS AND DIRECTORS MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES FROM THE STOCKHOLDERS OF ACCESS ANYTIME IN FAVOR OF THE ACQUISITION.01 INFORMATION ~~Financial~~ABOUT ~~Statements~~THE ~~and~~EXECUTIVE ~~Exhibits~~OFFICERS ~~(c)~~AND DIRECTORS ~~Exhibits~~OF ACCESS ANYTIME AND THEIR OWNERSHIP OF ACCESS ANYTIME COMMON STOCK OR OTHER POSSIBLE INTERESTS IN THE TRANSACTION, IF ANY, IS INCLUDED IN THE PROXY STATEMENT FOR ACCESS ANYTIME’S 2005 ANNUAL MEETING OF STOCKHOLDERS, WHICH WAS FILED WITH THE SEC ON MARCH 23, 2005, AND IN THE PROXY STATEMENT RELATING TO THE MERGER WHEN IT BECOMES AVAILABLE. INVESTORS MAY ALSO OBTAIN ADDITIONAL INFORMATION REGARDING THE INTERESTS OF SUCH PARTICIPANTS BY READING THE FORM S-4 AND PROXY WHEN THEY BECOME AVAILABLE.

Exhibit Number		Description
99.1		Press release dated August 31, 2005

Item 9.01 Financial Statements and Exhibits

~~SIGNATURES~~(c) Exhibits

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.

Exhibit Number		Description

2.4		Agreement and Plan of Merger, dated August 31, 2005, by and among First State Bancorporation, Access Anytime BanCorp, Inc., and AccessBank.

	ACCESS ANYTIME BANCORP, INC.
DATE: August 31, 2005
	By:	/s/ Norman R. Corzine
	Norman R. Corzine, Chairman of the Board and Chief Executive Officer
	(Duly Authorized Representative)

~~EXHIBIT INDEX~~SIGNATURES

Exhibit Number		Description
99.1		Press Release dated August 31, 2005.

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.

	ACCESS ANYTIME BANCORP, INC.

DATE: September 1, 2005

	By:	/s/ Norman R. Corzine
	Norman R. Corzine, Chairman of the Board
	and Chief Executive Officer
	(Duly Authorized Representative)

EXHIBIT INDEX

Exhibit Number		Description

2.4		Agreement and Plan of Merger, dated August 31, 2005, by and among First State Bancorporation, Access Anytime BanCorp, Inc., and AccessBank.

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