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):

~~November~~January 522, ~~2009~~2010

EvergreenBancorp, Inc.

(Exact name of registrant as specified in its charter)

WASHINGTON

(State or other jurisdiction of incorporation)


000-32915		91-2097262
(Commission File Number)		IRS Employer Identification No.

1111 3^rd Avenue, Suite 2100

Seattle, WA. 98101

(Address of principal executive offices) (zip code)

Registrant’s telephone number, including area code: 206-628-4250

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 of (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act of (17 CFR 240.13e-(c))

Item 5 1.0203 ~~Departure~~Bankruptcy ~~of Directors~~ or ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Receivership

On ~~November~~Friday, January 622, ~~2009~~2010, ~~Michael~~EvergreenBank H.(the ~~Tibbits~~“Bank”), ~~resigned~~the aswholly-owned ~~Executive~~subsidiary ~~Vice President and Chief Credit Officer~~ of EvergreenBancorp, Inc.’s (the “Company”), ~~wholly~~was ~~owned~~closed ~~subsidiary,~~by ~~EvergreenBank (~~the ~~“Bank”).~~State ~~Mr. Tibbits~~of ~~resignation~~Washington ~~from~~Department ~~this~~of ~~position~~Financial isInstitutions ~~effective~~and asthe ofFederal Deposit Insurance Corporation (the ~~close~~“FDIC”) ofwas ~~business~~appointed ~~on November 6,~~as ~~2009~~receiver of the Bank.

~~Gerald~~Beginning O.on ~~Hatler~~January 25, 2010, the ~~President~~7 ~~and~~branch ~~Chief~~offices of ~~Executive~~the ~~Officer~~Bank ofwere ~~the~~expected ~~Company~~to ~~and~~reopen ~~the~~as ~~Bank~~branches ~~has~~of ~~been~~Umpqua ~~appointed,~~Bank. onCustomers ~~an interim~~who ~~basis,~~have toquestions ~~fill~~about the ~~vacancy~~foregoing ~~created~~matters, byor ~~Mr. Tibbits~~who ~~resignation~~would ~~and~~like ~~the~~information ~~Federal~~about ~~Deposit~~the ~~Insurance~~closures ~~Corporation~~of ~~has~~the ~~been~~Bank, ~~notified~~may ofvisit ~~this~~the ~~appointment.~~FDIC’s ~~Mr. Hatler~~web ~~will~~site ~~receive~~at no[http://www.fdic] ~~additional~~or ~~compensation~~call the ~~for~~FDIC ~~these~~toll-free ~~additional responsibilities~~at 1-800-528-6215.

The Company’s principal asset is the capital stock that it owns in the Bank, and, as a result of the closure of the Bank, the Company has minimal remaining tangible assets. As the owner of all of the capital stock of the Bank, the Company would be entitled to the net recoveries, if any, following the liquidation or sale of the Bank or its assets by the FDIC. However, at this time, the Company does not expect that any recovery will be realized.

A complete copy of the FDIC’s press release can be found on the Internet at the FDIC’s web site.

Item 5.02

Departure of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As a result of the receivership, Richard Baldwin, Craig Dawson, Carole Grisham, Robert Grossman, Gerald Hatler, Stanley McNaughton, Russel Olson and Joseph Phillips are no longer directors of the Bank.

Item 8.01

Other Events

The ~~Federal~~Company’s ~~Deposit~~shares of ~~Insurance Corporation (~~the ~~“FDIC”)~~Bank ~~issued~~were aits ~~Supervisory~~principal ~~Prompt~~asset. ~~Corrective~~The ~~Action~~Company ~~Directive~~does ~~(“Directive”)~~not expect to ~~EvergreenBank~~receive (anything from the “FDIC or the purchaser of the Bank”) or its assets, for the ~~wholly~~Company’s ~~owned subsidiary~~interest ofin ~~EvergreenBancorp,~~the ~~Inc~~Bank. ~~(“Registrant”)~~Accordingly, ~~effective~~as ~~November 5,~~a ~~2009.~~result ~~Prior~~of tothe ~~its~~Company’s ~~issuance~~current financial condition, the ~~Bank~~board ~~was~~of ~~generally~~directors ~~subject~~of tothe ~~all~~Company is considering its alternatives, including the dissolution and winding up of the ~~Directive’s~~Company ~~restrictions~~under ~~except~~Washington ~~recapitalization~~law, ~~and~~or ~~correspondent~~filing ~~deposit requirements.~~a petition seeking relief under the United States Bankruptcy Code.

~~The~~A ~~Directive~~copy ~~requires the Bank to take one or more~~ of the ~~following actions to capitalize the Bank within 30 days of the Directive~~Company’s ~~effective~~press ~~date:~~release ~~(1) sell~~regarding ~~enough voting shares or obligations of~~ the ~~Bank~~foregoing soevent ~~that~~is ~~the~~filed ~~Bank will be “adequately capitalized”,~~ as ~~defined~~Exhibit ~~under~~99.1 ~~Section 38 of the Federal Deposit Insurance Act (“Act”) and the related FDIC regulations, after the sale; and/or (2) accept an offer~~ to bethis ~~acquired~~current byreport aon ~~depository~~Form ~~institution holding company or combine with another insured depository institution~~8-K.

The Directive states that the FDIC has categorized the Bank as being a “significantly undercapitalized” depository institution, as defined under the Act and FDIC rules and regulations, prohibits the acceptance, renewal or rollover of brokered deposits and restricts the interest rates that the Bank may pay on deposits to rates not more than 75 basis points higher than those paid on similar deposits in its market area. The Directive also prohibits the Bank from accepting, renewing or rolling over deposits from correspondent depository institutions. In addition, the Directive states that the Bank is not permitted to increase its average total assets or make any capital distributions to the Company or any affiliate or to pay bonuses to or increase the compensation of any director or officer of the Bank without the approval from the FDIC. The Directive also precludes the Bank from branching, or relocation, selling or disposing of any of its existing branches without FDIC approval. Further, the Bank is directed to comply with Section 23A of the Federal Reserve Act in connection with transactions between affiliates without regard to certain exceptions, which were not applicable to the Bank.

For further information about the Directive, see the full text of the Directive, which is attached in its entirety as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

~~The~~99.1 Registrant’s ~~following~~press ~~exhibits~~release ~~are filed~~dated ~~with~~January 22, ~~this~~2010 ~~Form 8-K:~~

99.1 Federal Deposit Insurance Corporation Supervisory Corrective Action Directive, effective November 5, 2009

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.

Dated: ~~November~~January 1022, ~~2009~~2010

EVERGREENBANCORP, INC. By: /s/ ~~GORDON~~GERALD DO. ~~BROWNING~~HATLER ~~Gordon~~Gerald ~~Browning~~O. ~~Executive~~Hatler ~~Vice~~ President and Chief ~~Financial~~Executive Officer

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