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

~~January~~February 75, 2013 (January 125, 2013)

Date of report (Date of earliest event reported)

FIRST PLACE FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware

0-25049

34-1880130

(State or other jurisdiction

of incorporation)

(Commission

file number)

(I.R.S. employer

identification no.)

185 E. Market Street, Warren, OH 44481

(Address of principal executive offices)

(330) 373-1221

(Registrant’s telephone number, including area code)

Not Applicable

(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 24.01 ~~Completion~~Changes ofin ~~Acquisition~~Registrant’s orCertifying ~~Disposition of Assets~~Accountant.

On January 125, 2013, KPMG LLP (“KPMG”) resigned as First Place Financial Corp.,’s ~~a Delaware Corporation~~ (the “Company”) ~~completed~~independent ~~the~~registered public ~~sale~~accounting offirm ~~substantially~~without ~~all~~stating ofany ~~its assets,~~reason ~~including~~for ~~all~~the ofresignation. KPMG had been the ~~issued~~Company’s ~~and~~independent ~~outstanding~~registered ~~shares~~public ofaccounting ~~common~~firm ~~stock~~since KPMG’s appointment by the Audit Committee of the Company’s ~~wholly-owned~~Board ~~subsidiaries,~~of ~~First~~Directors ~~Place~~(the “Audit ~~Bank~~Committee”) ~~and~~on ~~First Place Holdings~~August 28, ~~Inc~~2009., ~~and~~KPMG ~~certain~~issued ~~other~~an ~~assets~~audit ~~held~~report, indated ~~the~~September 22, ~~name~~2010, ofon the ~~Company~~consolidated ~~but~~financial ~~used~~statements inof the ~~business~~ Company as of ~~First~~and ~~Place~~for ~~Bank,~~the toyear ~~Talmer~~ended ~~Bancorp~~June 30, ~~Inc~~2010., KPMG also issued a ~~Michigan~~report, dated ~~corporation~~September 22, (2010, on the ~~“Purchaser”)~~Company’s ~~pursuant~~internal tocontrol ~~the~~over ~~terms~~financial reporting as of ~~the~~June 30, ~~Amended~~2010. ~~and~~Neither ~~Restated~~report ~~Asset~~contained ~~Purchase~~an ~~Agreement,~~adverse ~~dated~~opinion asor disclaimer of ~~December 14~~opinion, ~~2012~~or ~~(the~~was ~~“Amended~~qualified ~~Purchase~~or modified as to uncertainty, audit ~~Agreement”).~~scope, Inor ~~accordance~~accounting ~~with~~principles. Following the ~~Amended~~Company’s ~~Purchase~~subsequent ~~Agreement~~disclosure that its June 30, ~~the~~2010 ~~Purchaser~~consolidated ~~also~~financial ~~assumed~~statements ~~$60~~could ~~million~~no inlonger ~~subordinated~~be ~~notes~~relied ~~(the~~upon ~~“Assumed~~and ~~Securities”)~~the ~~issued~~related towithdrawal ~~First~~of ~~Place~~KPMG’s ~~Capital~~reports ~~Trust~~dated September 22, ~~First~~2010, ~~Place~~KPMG ~~Capital~~has ~~Trust~~not IIissued ~~and~~any ~~First~~reports ~~Place Capital~~on ~~Trust~~either ~~III (~~the ~~“Trust~~Company’s ~~Preferred~~consolidated ~~Issuers”)~~financial ~~and~~statements ~~received~~or internal control over financial reporting. During the Company’s ~~common~~two ~~securities~~most ~~issued~~recent byfiscal years and the ~~Trust~~subsequent ~~Preferred~~interim periods ~~Issuers~~preceding KPMG’s resignation, ~~certain~~there ~~tax~~has ~~assets,~~not ~~and~~been ~~all~~any ~~cash~~matter that was the subject of a disagreement (as described in Item 304(a)(1)(iv) of Regulation S-K and ~~cash~~the ~~equivalents~~related ~~held~~instructions) bybetween the Company and KPMG.

InAs ~~connection~~previously ~~with~~disclosed by the ~~closing~~Company ofin ~~the~~Current ~~transactions~~Reports ~~contemplated~~on byForm 8-K filed with the ~~Amended~~U.S. ~~Purchase~~Securities ~~Agreement,~~and ~~each~~Exchange ofCommission A.(the ~~Gary~~“SEC”) ~~Bitonte~~on December 7, ~~William~~2010 A.(as ~~Russell~~amended), ~~Thomas~~July 13, ~~M. Humphries~~2011, ~~Earl~~and T.September 21, ~~Kissell~~2011, ~~Marie~~the ~~Izzo~~Company ~~Cartwright,~~announced ~~Frank~~that J.its ~~Dixon~~previously issued consolidated financial statements as of and ~~Robert~~for L.the ~~Wagmiller~~fiscal ~~resigned~~years asended ~~directors~~June 30, of2010, June 30, ~~First~~2009 and ~~Place~~June 30, ~~Bank~~2008, ~~effective~~and its reports on internal control over financial reporting as of ~~January~~June 130, ~~2013.~~2010, June 30, ~~Following~~2009 ~~the~~and ~~sale~~June 30, of2008, ~~First~~as ~~Place~~presented ~~Bank,~~in the Company’s ~~will~~respective ~~file~~Annual anReports ~~application~~on Form 10-K, could no longer ~~with~~be relied upon. In addition, the ~~Board~~Company ofannounced ~~Governors~~that its interim unaudited condensed consolidated financial statements as of and for the ~~Federal~~quarterly ~~Reserve~~periods, ~~System~~within toeach ~~deregister~~of those fiscal years, as apresented ~~savings~~in ~~and~~the ~~loan~~Company’s ~~holding~~respective Quarterly ~~company~~Reports on Form 10-Q, could no longer be relied upon.

As of the date of this Current Report on Form 8-K, because the Company has sold substantially all of its assets in the transaction described below and because the Company has no plans to reorganize under the bankruptcy laws, the Company is unable to, (i) file an amendment to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2010, and to restate its consolidated financial condition and results of operations as of and for the fiscal years ended June 30, 2010, 2009, and 2008, and the quarterly periods within those years (the “restatement periods”); or (ii) file its Quarterly Reports on Form 10-Q for the periods ended September 30, 2010, December 31, 2010, and March 31, 2011, its Annual Report on Form 10-K for the fiscal year ended June 30, 2011, its Quarterly Reports on Form 10-Q for the periods ended September 30, 2011, December 31, 2011, and March 31, 2012, its Annual Report on Form 10-K for the fiscal year ended June 30, 2012, or its Quarterly Report on Form 10-Q for the quarter ended September 30, 2012.

As previously disclosed, on October 26, 2012, the Company and Talmer Bancorp, Inc., a Michigan corporation (the “Purchaser”) entered into an Asset Purchase Agreement (the “Purchase Agreement”). As contemplated by the Purchase Agreement, the Company filed a voluntary petition (the “Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy

Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) on October 29, 2012. In connection with the bankruptcy proceeding, the Company and the Purchaser submitted an Amended and Restated Asset Purchase Agreement, dated as of December 14, 2012, by and among the Company and the Purchaser, concerning Purchaser’s proposed acquisition of First Place Bank (the “Amended Purchase Agreement”) for approval by the Bankruptcy Court. On December 14, 2012, the Bankruptcy Court entered an order approving and authorizing the Company to enter into the Amended Purchase Agreement.

As previously disclosed, on January 1, 2013, pursuant to the terms of the Amended Purchase Agreement, the Company completed the sale of substantially all of its assets, including all of the issued and outstanding shares of common stock of the Company’s wholly-owned subsidiaries, First Place Bank and First Place Holdings, Inc., and certain other assets held in the name of the Company but used in the business of First Place Bank, to the Purchaser.

During the Company’s two most recent fiscal years and the subsequent interim periods preceding KPMG’s resignation, two “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K) occurred as discussed below.

The first reportable event, pursuant to Item 304(a)(1)(v)(A) of Regulation S-K, was that KPMG advised the Company that for one or more years under audit by KPMG the Company did not have the internal controls necessary to develop reliable financial statements, including a material weakness in internal controls over financial reporting related to the valuation of the Company’s allowance for loan losses. The material weakness resulted from a number of factors, including but not limited to, deficiencies in the methodology for assessing the allowance for loan losses, errors in the risk grading of loans and an ineffective internal asset review function. The Audit Committee discussed with KPMG the lack of internal controls necessary to develop reliable financial statements.

The second reportable event, pursuant to Item 304(a)(1)(v)(C) of Regulation S-K, occurred when KPMG advised the Company in December 2011 that information reported to KPMG by the Audit Committee required an independent investigation pursuant to Section 10A of the Securities Exchange Act of 1934, as amended, and may: (A) materially impact the fairness or reliability of the financial statements to be issued covering the fiscal periods related to the restatement periods and subsequent periods under audit by KPMG or (B) cause KPMG to be unwilling to rely on management’s representations or be associated with the Company’s financial statements. The Audit Committee directed that an independent investigation of such matters be commenced and discussed this matter with KPMG. At the date of KPMG’s resignation, the Company had not completed its investigation.

A letter from KPMG LLP is attached as Exhibit 16.1 to this Form 8-K.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits


Exhibit No.		Description
16.1		Letter of KPMG LLP, dated February 5, 2013

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.

Exhibit Index

(d) Exhibits


Exhibit No.		Description
16.1		Letter of KPMG LLP, dated February 5, 2013

FIRST PLACE FINANCIAL CORP.

~~FIRST PLACE FINANCIAL CORP.~~

Date: January 7, 2013

/s/ David W. Gifford

Date: February 5, 2013

/s/ David W. Gifford

David W. Gifford

Chief Financial Officer

Filing Compare · FIRST PLACE FINANCIAL CORP /DE/