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

September 23, 2009

Date of Report (Date of earliest event reported)

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 9th Street North, Suite 101 Naples, Florida		34102-5624
(Address of principal executive offices)		(Zip Code)
	(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))

ITEM 8.01 OTHER EVENTS.

On September 28, 2009, TIB Financial Corp. (the “Company”), announced the results of its September 23, 2009 Special Meeting of Shareholders. At the meeting, the Company’s shareholders approved Articles of Amendment to Restated Articles of Incorporation of TIB Financial Corp increasing the number of authorized common shares to 100,000,000. Copies of the articles of amendment and press release have been filed as Exhibits 3.1 and 99.1, respectively, to this current report and are incorporated herein by reference.

Item 9.01                      EXHIBITS

Number                      Description

3.1                      Articles of Amendment to Restated Articles of Incorporation of TIB Financial Corp.

99.1                    Press Release dated September 28, 2009.

The information contained in this Current Report shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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:  September 28, 2009	By:	/s/  Stephen J. Gilhooly
		Stephen J. Gilhooly
		EVP, Chief Financial Officer and Treasurer

EX-3.1

ARTICLES OF AMENDMENT

TO

RESTATED ARTICLES OF INCORPORATION

OF

TIB FINANCIAL CORP.

Pursuant to Sections 607.1003 and 1006, Florida Statues, the Restated Articles of Incorporation of TIB Financial Corp. are hereby amended as follows:

FIRST: Section A(1) of Article IV of the Restated Articles of Incorporation is hereby amended by deleting the text thereof in its entirety and substituting the following in lieu thereof:

(1)   Common Stock. The aggregate number of shares of common stock (referred to in these Restated Articles of Incorporation as “Common Stock”) which the Corporation shall have authority to issue is 100,000,000 with a par value of $0.10 per share.

SECOND: The foregoing amendment was approved by the holders of shares of common stock, being the sole class entitled to vote thereon, at a meeting of such holders duly held on September 23, 2009, and the number of votes cast for the Articles of Amendment to the Restated Articles of Incorporation by such shareholders was sufficient for approval by them.

IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to the Restated Articles of Incorporation to be executed and attested to by its duly authorized officer as of this 24th day of September, 2009.

TIB FINANCIAL CORP.

By: /s/ Thomas J. Longe

Thomas J. Longe

President and Chief Executive Officer

EX-99.1

For Immediate Release

TIB Financial Corp. Announces Results of the Special Meeting of Shareholders                        And Corporate Reorganization

NAPLES, Fl. September 28, 2009 -TIB Financial Corp. (NASDAQ:TIBB), parent company of TIB Bank and Naples Capital Advisors, leading financial services providers serving Southwest Florida, South Miami-Dade County and the Florida Keys, today announced it held a Special Meeting of Shareholders at the Key Largo Marriott Bay Resort in Key Largo, Florida, on September 23, 2009.  The record date for determining the shareholders entitled to notice of and to vote at the Special Meeting was the close of business on August 21, 2009.

At the special meeting, shareholders voted to amend the Company’s Restated Articles of Incorporation to increase the number of authorized shares of the Company’s common stock from 40,000,000 to 100,000,000 shares. The principal purposes of increasing the authorized shares of common stock are to ensure that the Company has sufficient authorized and unissued shares available to complete its proposed public offering of common stock, and to provide additional authorized and unissued shares for other purposes.

Additionally, the Company announced that regulatory authorities have approved the application submitted by TIB Bank to merge The Bank of Venice into TIB Bank. The merger is intended to simplify the Company’s organizational structure, improve operational efficiency and integrate the delivery of state of the art banking services to individuals and businesses in the Venice market area.  The merger was consummated on Friday, September 25, 2009.

Thomas J. Longe, Vice Chairman, Chief Executive Officer and President of TIB Financial Corp., stated, “First, this amendment was important to ensure we had sufficient authorized shares to successfully complete the planned public offering we announced with the filing of our registration statement on Form S-1 on August 14 and to provide additional authorized and unissued shares for other purposes. We are fortunate to have continued strong shareholder support and they overwhelmingly approved the amendment to the Articles of Incorporation.  Secondly, merging The Bank of Venice with TIB Bank is essentially a corporate reorganization to consolidate and improve the efficiency and effectiveness of TIB Financial Corp.’s banking operations.”

In a separate transaction in early 2009, TIB Bank acquired the deposits and banking offices of Riverside Bank of the Gulf Coast from the FDIC. Riverside operated two branches in the Venice market. Now with the merger of The Bank of Venice, TIB Bank is the largest community bank in the Venice market and has five branch locations within Sarasota County, providing greater convenience and flexibility to all customers.

About TIB Financial Corp.

Headquartered in Naples, Florida, TIB Financial Corp. is a growth-oriented financial services company with approximately $1.8 billion in total assets and 28 full-service banking offices throughout the Florida Keys, Homestead, Naples, Bonita Springs, Fort Myers, Cape Coral, Nokomis and Venice.  TIB Financial Corp. is also the parent company of Naples Capital Advisors, Inc.

TIB Financial Corp., through its wholly owned subsidiaries, TIB Bank and Naples Capital Advisors, Inc., serves the personal and commercial banking, investment management and trust needs of local residents and businesses in its market areas. The companies' experienced professionals 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 and Naples Capital Advisors, Inc., visit www.tibbank.com and www.naplescapitaladvisors.com. For more information, contact Thomas J. Longe, Vice Chairman, Chief Executive Officer and President at 239-263-3344 or Stephen J. Gilhooly, Executive Vice President, Chief Financial Officer and Treasurer at 239-659-5876.

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 reference.

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