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

March 1229, 2013 (March 625, 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 1.03 Bankruptcy or Receivership.

As previously disclosed, on October 29, 2012, First Place Financial Corp. (the “Company”) filed a voluntary petition (the “Bankruptcy Filing”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). asOn ~~contemplated by the Asset Purchase Agreement, dated as of October~~March 266, ~~2012 (the “Purchase Agreement”)~~2013, ~~that~~ the Company ~~entered~~filed ~~into with Talmer Bancorp, Inc.,~~ a ~~Michigan corporation (the~~ “~~Purchaser”).~~Motion Infor ~~connection~~an ~~with~~Order ~~the~~Converting ~~bankruptcy~~this ~~proceeding, the Company and the Purchaser submitted an Amended and~~Case ~~Restated~~to ~~Asset~~a ~~Purchase~~Proceeding ~~Agreement,~~Under ~~dated~~Chapter as7 of ~~December 14, 2012 (~~the ~~“Amended~~Bankruptcy ~~Purchase Agreement”)~~Code, byPursuant ~~and~~to ~~among~~11 ~~the~~U.S.C. ~~Company~~§ ~~and~~1112(a)” ~~the~~with ~~Purchaser, concerning~~ the ~~Purchaser’s proposed acquisition of First Place Bank, the Company’s wholly-owned subsidiary, for approval by the~~ Bankruptcy Court. On ~~December~~March 1425, ~~2012~~2013, the Bankruptcy Court ~~entered~~granted ~~an order approving and authorizing~~ the Company’s tomotion ~~enter into~~ (the ~~Amended~~“Conversion ~~Purchase Agreement. On January 1,~~Order”) ~~2013,~~converting ~~pursuant to~~ the ~~terms~~proceeding ofto ~~the~~a ~~Amended~~case ~~Purchase~~under ~~Agreement,~~Chapter ~~the~~7 ~~Company completed the sale~~ of ~~substantially all of its assets, including all of~~ the ~~issued~~Bankruptcy ~~and outstanding shares of common stock of the Company’s wholly-owned subsidiaries~~Code, ~~First~~ ~~Place~~effective ~~Bank~~as ~~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~~March 25, to2013 (the ~~Purchaser~~“Conversion Date”).

OnPursuant ~~March 6,~~to ~~2013,~~ the ~~Company~~Conversion ~~filed a “Motion for an~~ Order ~~Converting~~and ~~this~~in ~~Case~~accordance towith athe ~~Proceeding~~Federal ~~Under~~Rules ~~Chapter 7~~ of ~~the~~ Bankruptcy ~~Code~~Procedure, ~~Pursuant~~the toCompany 11is ~~U.S.C.~~required §to ~~1112~~(ai)” turn ~~with~~over ~~the Bankruptcy~~to ~~Court. Following~~ the ~~Company’s~~designated ~~sale~~Chapter of7 ~~substantially~~Trustee all ofrecords ~~its~~and property ~~assets~~of to the ~~Purchaser,~~estate under the Company’s ~~has~~custody ~~diligently~~and ~~worked~~control, to(ii) within ~~wind-down~~fourteen ~~its~~(14) days ~~remaining~~after ~~business,~~the ~~while~~Conversion ~~also~~Date, ~~evaluating~~file ~~its~~a ~~options~~schedule ~~for final resolution~~ of ~~the~~unpaid ~~Bankruptcy Filing.~~debts ~~Given~~incurred ~~that~~after ~~all~~commencement of the ~~Company’s~~bankruptcy ~~primary~~proceeding ~~creditors~~through ~~received~~the ~~direct payment in satisfaction of their claims~~Conversion Date, ~~pursuant~~and to(iii) within ~~the~~thirty ~~terms~~(30) days ofafter the ~~Amended~~Conversion ~~Purchase Agreement~~Date, file and ~~the~~transmit ~~Company~~a ~~does~~final ~~not~~report ~~have~~and ~~any~~account ~~funds~~ to ~~distribute~~the ~~under~~Office aof ~~Chapter~~the ~~11 plan~~United ofStates ~~reorganization,~~Trustee. The ~~the~~ Company ~~determined~~expects that itno ~~would~~funds will be inavailable ~~the~~for ~~best~~distribution ~~interest of all creditors and stakeholders~~ to ~~convert this case to a liquidation proceeding under Chapter 7 of~~ the Company’s ~~Bankruptcy Code~~shareholders.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

99.1 Order Approving Debtor’s Motion for an Order Converting this Case to a Proceeding Under Chapter 7 of the Bankruptcy Code, Pursuant to 11 U.S.C. § 1112(a) ~~filed~~entered ~~with~~by the Bankruptcy Court.

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.

		FIRST PLACE FINANCIAL CORP.	~~FIRST PLACE FINANCIAL CORP.~~
Date: March 12, 2013		By:	/s/ David W. Gifford
Date: March 29, 2013	By:	/s/ David W. Gifford
		David W. Gifford	~~David W. Gifford~~
		Chief Financial Officer	~~Chief Financial Officer~~

Filing Compare · FIRST PLACE FINANCIAL CORP /DE/