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)

~~December~~February 212, ~~2014~~2015

RADIUS BANCORP INC.

(Exact name of Registrant as specified in its Charter)

Delaware

001-36727

32-0162505

(State or other jurisdiction

of incorporation)

(Commission

File No.)

(IRS Employer

Identification Number)

One Harbor Street, Suite 201

Boston, Massachusetts ~~02210~~

(Address of principal executive offices)

Registrant’s telephone number, including area code: (617) 482-4000

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:

¨	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 53.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continuing ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

On ~~December~~February 212, ~~2014~~2015, ~~Radius~~in ~~Bank~~connection with its determination not to pursue at this time an initial public offering of its common stock, $0.0001 par value per share (the “~~Bank~~Shares”), ~~a wholly owned subsidiary of~~ Radius Bancorp Inc. (the “Company”), ~~entered~~notified ~~into~~The aNasdaq ~~Severance,~~Stock ~~Change~~Market inLLC ~~Control~~of ~~and~~the ~~Non-Solicitation~~Company’s ~~Agreement,~~intent ~~effective~~to ~~December 2,~~file ~~2014~~with (the Securities and Exchange Commission (the “~~Agreement~~SEC”), ~~with~~a ~~James~~Form 25 ~~Malerba,~~Notification ~~Executive~~of ~~Vice~~Removal ~~President~~from Listing and/or ~~Chief Financial~~Registration ~~Officer~~to ofdelist and deregister the ~~Company~~Shares ~~and~~under Section 12(b) of the ~~Bank.~~Securities ~~The~~Exchange ~~following~~Act ~~description~~ of ~~the~~1934, ~~Agreement~~as isamended a(the ~~summary~~“Exchange ofAct”). ~~its~~No ~~material~~Shares were ~~terms~~sold ~~and~~in ~~does~~connection ~~not~~with ~~purport~~the toproposed beinitial ~~complete~~public offering. The ~~description~~Company isalso ~~qualified~~intends into ~~its~~file ~~entirety~~with bythe ~~reference~~SEC toa ~~the~~Form 15 ~~Agreement,~~to asuspend ~~copy~~the ~~of which~~Company’s isreporting ~~filed~~obligations asunder ~~Exhibit~~Section 13 ~~10.1~~and to15(d) of ~~this~~the ~~Form~~Exchange ~~8-K~~Act.

~~Under~~SIGNATURE the terms of the Agreement, in the event of termination of Mr. Malerba’s employment without “cause,” the Bank will pay him a severance payment equal to one year of his annual salary in effect as of the date of termination and will pay his COBRA premiums for one year. The same severance benefit would be payable in the event of termination of Mr. Malerba’s employment by the Bank without “cause” or by Mr. Malerba for “good reason,” in each case within one year following, or six months preceding, a change in control. The Agreement contains non-competition and non-solicitation clauses prohibiting Mr. Malerba from directly or indirectly soliciting current or former customers of the Bank or directly or indirectly soliciting or attempting to solicit or induce any current or future employee of the Bank to leave the Bank for a period of one year following his termination of employment. The receipt of severance payments and benefits are contingent on Mr. Malerba’s timely execution and non-revocation of a release of claims.

~~Under~~Pursuant ~~the terms of the Agreement, in the event that any amounts payable or benefits~~ to ~~be provided under~~ the ~~Agreement~~requirements ~~would be nondeductible to the Company by reason~~ of ~~Section 280G of~~ the ~~Internal~~Securities ~~Revenue~~Exchange ~~Code~~Act of ~~1986~~1934, ~~as amended (~~the ~~“Code”),~~registrant ~~then~~has ~~such~~duly ~~amounts~~caused ~~shall~~this bereport ~~reduced~~ to ~~the extent necessary that such payments will no longer~~ be ~~ineligible~~signed ~~for~~on ~~deduction~~its bybehalf ~~reason~~by ofthe ~~Section 280G~~undersigned, ofthereunto ~~the~~duly ~~Code~~authorized.

Item 9.01 Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(d) Exhibits.

ExhibitNo.		Description
10.1		Severance, Change in Control and Non-Solicitation Agreement between Radius Bank and James Malerba, dated December 2, 2014.

SIGNATURE

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, thereunto duly authorized.

EXHIBIT INDEX

ExhibitNo.		Description
10.1		Severance, Change in Control and Non-Solicitation Agreement between Radius Bank and James Malerba, dated December 2, 2014.

Radius Bancorp Inc.

Date: February 17, 2015

/s/ Michael Butler

Michael Butler

President and Chief Executive Officer

Filing Compare · Radius Bancorp Inc.