8-K

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 30, 2005

TIB FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Florida	0000-21329	65-0655973
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification number)

599 9^th Street North, Suite 101

Naples, Florida 34102-5624

(Address of principal executive offices)

(239) 263-3344

(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 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 (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))

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ITEM 1.01.Entry Into a Material Definitive Agreement

On December 30, 2005, the registrant entered into a Merchant Asset Purchase Agreement, by and among the registrant, its wholly-owned subsidiary bank, TIB Bank (the “Bank”), and NOVA Information Systems, Inc. (“NOVA”), which agreement provides for the sale by the Bank of its merchant card services business to NOVA. Assets sold consist primarily of the Bank’s interests in merchant services agreements and equipment and rental payments thereon related to processing point-of-sale transactions. The Merchant Asset Purchase Agreement provides for a transition period of up to six months, during which time the Bank will continue to service existing merchant accounts until those accounts can be converted to NOVA’s system. The consideration for the sale of assets pursuant to the Merchant Asset Purchase Agreement is $7,250,000. The transaction closed on December 31, 2005.

In connection with, and simultaneously with entering into the Merchant Asset Purchase Agreement, the parties entered into a Marketing and Sales Alliance Agreement and a Non-Competition Agreement. The Marketing and Sales Alliance Agreement provides for the exclusive referral by the Bank to NOVA of Bank customers seeking merchant card processing services, and on-going, active promotion of NOVA’s services to Bank customers. The Marketing and Sales Alliance Agreement has an initial term of ten years, and may be extended by the parties. The Non-Competition Agreement prohibits the Bank from competing with NOVA to provide merchant card processing services, and prohibits the Bank from soliciting for such services (other than to be provided by NOVA) any merchants that had a merchant services relationship with the Bank at the time of the sale, and any merchants subsequently referred to NOVA. The Non-Competition Agreement is effective for so long as the Marketing and Sales Alliance Agreement is in effect. The non-solicitation covenant extends for two years following termination of the Marketing and Sales Alliance Agreement.

ITEM 7.01.Regulation FD Disclosure.

On January 3, 2006, TIB Financial Corp. issued a press release announcing the sale of the merchant services business as discussed in Item 1.01 of this report on Form 8-K. A copy of the press release is attached as an exhibit hereto.

ITEM 9.01.Financial Statements and Exhibits

(a) Not applicable.

(b)Not applicable.

(c) Not applicable.

(d)Exhibits

99.1Press Release dated January 3, 2006

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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.

	TIB FINANCIAL CORP
Date: Date: January 4, 2006	By:	/s/ Edward V. Lett
		Edward V. Lett, President and Chief Executive Officer

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

TIB FINANCIAL CORP SELLS MERCHANT PROCESSING PORTFOLIO TO NOVA INFORMATION SYSTEMS

NAPLES, FL. (1/3/2006) --- TIB Financial Corp. (NASDAQ:TIBB), a leading south Florida community banking company serving the greater Naples-Bonita Springs-Fort Myers area, South Miami-Dade County and the Florida Keys, today reported its subsidiary TIB Bank, after careful consideration of its strategic options for merchant payment processing, has chosen NOVA Information Systems to become its provider of payment processing for its commercial customers. This alliance allows TIB to maintain extraordinary customer service standards while introducing state-of-the-art new products. NOVA was selected by TIB based on its recognized excellence in customer service and its commitment to maintaining superior technology.

Under this agreement, TIB Bank sold its existing payment processing portfolio for $7.25 million in cash (approximately a $6.7 million gain, net of transaction costs) which equates to an approximate increase in tangible book value of $0.72 per share. This infusion of new non-dilutive equity capital will be used to augment the Bank’s core capital position as the accelerating organic asset growth continues into 2006. The entire payment processing segment will be reported as a discontinued operation subsequent to the sale.

TIB’s organic asset growth rate of 38% from September 30, 2004, through September 30, 2005, is the result of the successful execution of its strategy to position de novo branches in dynamic southwest Florida markets, combined with disruption caused by the ongoing consolidation of other banks.

According to Edward V. Lett, CEO and President of TIB Financial: “Our merchant processing base of customers was built over 14 years and has been pressured recently with margin and technology challenges from larger national providers.

“We currently have tremendous opportunities to execute our core competency (commercial lending) in great markets with an experienced lending team. By narrowing our focus to what we do best, our execution risk is minimized and our use of capital—both human and in dollars—is maximized with the sale of this portfolio at this point in the product’s life cycle.

“NOVA’s alliance with TIB strengthens our ability to service our existing customers and to develop new relationships based on products and technology currently utilized at NOVA. NOVA’s historic track record with other premier regional banks gives us the confidence in our selection and in our future market share potential,” said Lett.

“Our strategic partnership model has proven to be highly successful for NOVA, our bank partners and their merchants,” said Stuart C. Harvey, Jr., President, NOVA. “By combining NOVA’s proven ability to deliver advanced solutions and services tailored to address the specific needs of a variety of merchants with TIB Bank’s brand and market reputation, we expect our alliance will set a new standard of merchant satisfaction in the South Florida banking community.”

The Kessler Group of Boston, MA, acted as the exclusive advisor to NOVA Information Systems in this strategic alliance.

About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp. is a growth-oriented financial services company with more than $1 billion in total assets and 16 full-service banking offices throughout the Florida Keys, Homestead, Naples, Bonita Springs and Fort Myers. The Company’s stock is traded on The NASDAQ Stock Market under the symbol TIBB. TIB Financial Corp., through its wholly owned subsidiary TIB Bank, serves the personal and commercial banking needs of local residents and businesses in their market areas.

The Bank’s experienced bankers are local community leaders who focus on a relationship-based approach built around anticipating specific customer needs, providing sound advice and making timely decisions. To learn more about TIB Bank, visit www.tibbank.com.

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Copies of recent news releases, SEC filings, price quotes, stock charts and other valuable information may be found on TIB’s investor relations site at www.tibfinancialcorp.com. For more information, contact Edward V. Lett, Chief Executive Officer and President, or David P. Johnson, Executive Vice President and Chief Financial Officer, at (239) 263-3344.

About NOVA

NOVA Information Systems, a leader in the payment processing industry, is a wholly owned subsidiary of U.S. Bancorp (NYSE:USB). Combined, NOVA and its affiliate euroConex and Elan, provide global merchant processing services to financial institutions and customers in the United States, Canada, and Europe. NOVA offers integrated payment processing services to more than 800,000 merchants in the United States and Europe. For more information visit www.novainfo.com.

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Except for historical information contained herein, the statements made in this press release constitute “forward-looking” statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements involve certain risks and uncertainties, including statements regarding the Company’s strategic direction, prospects and future results. Certain factors, including those outside the Company’s control, may cause actual results to differ materially from those in the forward-looking statements, including economic and other conditions in the markets in which the Company operates; risks associated with acquisitions, competition, seasonality and the other risks discussed in our filings with the Securities and Exchange Commission, which discussions are incorporated in this press release by references.