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): May 3, 2012

HIGHLANDS BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)

New Jersey

000-54110

27-1954096

(State or Other Jurisdiction

of Incorporation)

(Commission File
Number)

(IRS Employer

Identification No.)

310 Route 94 Vernon, New Jersey		07462
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (973) 764-3200


	(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 Instructions 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 58.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders.~~Events

~~The~~On May 3, 2012, ~~Annual~~the ~~Meeting~~Registrant’s board of ~~Stockholders~~directors ~~was~~voted ~~held~~in onfavor ~~May~~of deregistering 3,the ~~2012~~Registrant’s common stock under Section 12(g) of the ~~"Annual~~Securities ~~Meeting"~~Exchange Act of 1934 (the “Exchange Act”). ~~The~~ ~~matters~~On ~~considered~~May 4, 2012, the Registrant filed a Form 15 with the Securities and ~~voted~~Exchange Commission onpursuant to Section 12(g)(4) of the Exchange Act, as amended by the ~~Bank’s~~Jumpstart Our Business Startups Act, to effect such ~~stockholders~~deregistration. atThe ~~the~~deregistration ~~Annual~~will ~~Meeting~~be effective 90 days, or such shorter period as the Securities and Exchange Commission may determine, after the ~~vote~~date of filing the ~~stockholders~~Form ~~was~~15. A press release issued by the Registrant announcing the deregistration is attached as ~~follows:~~Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Matter~~Item 1:9.01 ~~The~~- ~~election~~Financial ofStatements ~~twelve~~and ~~directors, each for a one-year term:~~ Exhibits

Nominee	For	Against	Abstentions	Broker Non-Votes
John V. Bosma	941,203	29,201	0	0
E. Jane Brown	940,408	29,996	0	0
George E. Irwin	969,609	795	0	0
Andrew J. Mulvihill	960,515	9,889	0	0
Steven V. Oroho	941,005	29,399	0	0
Jeffrey M. Parrott	941,005	29,399	0	0
Dov Perlysky	941,203	29,201	0	0
Edward H. Rolando	969,609	795	0	0
Charles H. Shotmeyer	941,203	29,201	0	0
Martin Theobald	969,609	795	0	0
Douglas Verduin	941,203	29,201	0	0
Bruce D. Zaretsky	941,203	29,201	0	0

(d) Exhibits

~~Pursuant~~99.1 toPress ~~the foregoing votes~~Release, ~~the~~dated ~~above~~May ~~listed~~4, ~~nominees~~2012, ~~were~~announcing ~~elected to serve as directors until~~ the ~~2013~~deregistration ~~Annual Meeting~~ of ~~Stockholders, each~~the ~~until~~Registrant’s ~~his~~common ~~or her replacement has been duly elected and qualified~~stock.

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.

		HIGHLANDS BANCORP, INC.
		HIGHLANDS STATE BANK
Date:	May 47, 2012	By:	/s/	George E. Irwin
				George E. Irwin
				President and Chief Executive Officer

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