8-K

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) October 28, 2009

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in charter)

Florida	000-32017	59-3606741
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)

42745 U.S. Highway 27, Davenport, FL	33837
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (863) 491-7750

(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 1.01. Entry into a Material Definitive Agreement

On October 28, 2009, CenterState Banks, Inc. (“CSFL”) entered into a Warrant Repurchase Letter Agreement (the “Repurchase Agreement”) with the United States Department of Treasury (the “Treasury”) to repurchase a warrant to purchase 125,413 shares of CSFL common stock that was issued to the Treasury on November 21, 2008 (the “Warrant”) in connection with CSFL’s sale to Treasury of 27,875 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, having a liquidation preference of $1,000 per share, for an aggregate purchase price of $27,875,000 as part of the Treasury’s Capital Purchase Program. Pursuant to the terms of the Repurchase Agreement, CSFL repurchased the Warrant for a purchase price of $212,000. CSFL previously repurchased all of the Series A Preferred Shares on September 30, 2009 for $28,049,218.75, which included all accrued and unpaid dividends. As a result of the Warrant repurchase, CSFL has repurchased all securities issued to the Treasury under the Capital Purchase Program.

Item 9.01 Financial Statements and Exhibits.

(a) Exhibits:

Exhibit 10.1 Warrant Repurchase Letter Agreement, dated October 28, 2009, between CenterState Banks, Inc. and the United States Department of the Treasury.

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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 hereunto duly authorized.

CENTERSTATE BANKS, INC.
By:	/S/    JAMES J. ANTAL
	James J. Antal
	Senior Vice President and Chief Financial Officer

Date: October 28, 2009

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EX-10.1

Exhibit 10.1

UNITED STATES DEPARTMENT OF THE TREASURY

1500 Pennsylvania Avenue, NW

Washington, D.C. 20220

October 28, 2009

Ladies and Gentlemen:

Reference is made to the redemption of preferred shares as of the date set forth on Schedule A hereto (the “Preferred Shares”), by the company set forth on Schedule A hereto (the “Company”).

The Company has completed the redemption of all of the Preferred Shares issued to the United States Department of the Treasury (the “Investor”) pursuant to the Securities Purchase Agreement dated November 21, 2008 between the Company and the Investor. Following such time, the Company delivered a Warrant Repurchase Notice dated as of the date set forth on Schedule A hereto to the Investor. In connection with the consummation, on the date hereof, of the repurchase of the Warrant by the Company from the Investor, as contemplated by the Warrant Repurchase Notice and Section 4.9 of the Securities Purchase Agreement:

(a) The Company hereby acknowledges receipt from the Investor of the Warrant; and

(b) The Investor hereby acknowledges receipt from the Company of a wire transfer to the account of the Investor set forth on Schedule A hereto in immediately available funds of the aggregate purchase price set forth on Schedule A hereto, representing payment in full for the Warrant, determined in accordance with Section 4.9 of the Securities Purchase Agreement.

This letter agreement will be governed by and construed in accordance with the federal law of the United States if and to the extent such law is applicable, and otherwise in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State.

This letter agreement may be executed in any number of separate counterparts, each such counterpart being deemed to be an original instrument, and all such counterparts will together constitute the same agreement. Executed signature pages to this letter agreement may be delivered by facsimile and such facsimiles will be deemed sufficient as if actual signature pages had been delivered.

In witness whereof, the parties have duly executed this letter agreement as of the date first written above.

UNITED STATES DEPARTMENT OF THE TREASURY
By:	/s/ Herbert M. Allison, Jr.
Name:	Herbert M. Allison, Jr.
Title:	Assistant Secretary for Financial Stability
CENTERSTATE BANKS, INC.
By:	/s/ James J. Antal
Name:	James J. Antal
Title:	Senior Vice President and Chief Financial Officer