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 22, 2013

CENTERSTATE BANKS, INC.

(Exact name of registrant as specified in its charter)

Florida	000-32017	59-3606741
(State or other jurisdiction	(Commission	(IRS employer
of incorporation)	file number)	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) 419-7750

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 1.01. Entry Into a Material Definitive Agreement

On October 22, 2013, CenterState Banks, Inc. (“CenterState”) and Gulfstream Bancshares, Inc. (“Gulfstream”) amended (“Amendment No. 2”) the Agreement and Plan of Merger dated July 29, 2013 by and between CenterState and Gulfstream. Amendment No. 2 provides for changes in certain lending oversight parameters by CenterState, level of detailed loan and deposit customer data information to be provided by one party to the other, and elimination of the mutual board of directors observer rights.

Statements made in this Form 8-K, other than those concerning historical financial information, may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties. These forward-looking statements include, without limitation, statements regarding the Company’s expectations concerning its financial condition, operating results, cash flows, liquidity and capital resources, including the effects of the GS acquisition and the final determination of the assets and liabilities acquired and their respective valuations. A discussion of risks, uncertainties and other factors that could cause actual results to differ materially from management’s expectations is set forth under the captions “Business - Note about Forward-Looking Statements,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.

Item 9.01. Exhibits.

(d) Exhibits

Exhibit 2.2 Amendment No. 2 dated as of October 22, 2013 to the Agreement and Plan of Merger by and between CenterState Banks, Inc. and Gulfstream Bancshares, Inc. dated as of July 29, 2013.

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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 24, 2013

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EX-2.2

Exhibit 2.2

AMENDMENT NO. 2 TO

AGREEMENT AND PLAN OF MERGER

This Amendment No. 2 (the “Amendment”) to the Agreement and Plan of Merger is made effective as of October 22, 2013 by and between CenterState Banks, Inc. (“CenterState”) and Gulfstream Bancshares, Inc. (“Gulfstream”).

BACKGROUND

WHEREAS, the parties entered into an Agreement and Plan of Merger as of July 29, 2013 and amended as of September 30, 2013 (collectively, the “Agreement”), and desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the covenants, representations and warranties set forth herein, and for the good and valuable consideration, CenterState and Gulfstream, intending to be legally bound, agree as follows:

1. Defined Terms. All terms used in this Amendment which are defined in the Agreement shall have the meanings specified in the Agreement.

2. Amendment of Section 5.2(q). Section 5.2(q) of the Agreement is amended by deleting such section in its entirety and inserting the following in lieu thereof:

Lending. (i) Make any material changes in its policies concerning loan underwriting or which classes of Persons may approve loans or fail to comply with such policies as Previously Disclosed; or (ii) make any loans or extensions of credit except in the ordinary course of business consistent with past practice, provided that from and after October 15, 2013, any individual loan or extension of credit in excess of $1,500,000 shall require the prior written approval of the President or Chief Credit Officer or Credit Administrator of CenterState Bank of Florida, N.A., which approval or rejection shall be given in writing within two (2) Business Days after the loan package is delivered to such individual. Notwithstanding the foregoing, the right of CenterState Bank of Florida, N.A. to approve any loans or extensions of credit in excess of $1,500,000 from and after October 15, 2013 shall terminate when the aggregate amount of such loans reviewed by CenterState Bank of Florida, N.A. after October 15, 2013 exceeds $11,100,000.

3. Amendment of Section 6.2(c). Section 6.2(c) of the Agreement is amended by deleting such section in its entirety.

4. Amendment of Section 6.2(d). Section 6.2(d) of the Agreement is amended by deleting such section in its entirety and inserting the following in lieu thereof:

(d) Board packages and notices shall be submitted by each Party, together with those of its subsidiary bank, to the Chief Executive Officer of the other Party simultaneously with their submission to board members, and information relating to the following matters may be excluded therefrom: (A) discussion relating to the transactions contemplated by this Agreement or an Acquisition Proposal, (B) discussion of matters that would result in a waiver of the attorney-client privilege, or (C) discussion that such Board of Directors reasonably believes would conflict with its fiduciary or regulatory requirements under applicable law (together, “Board Confidential Matters”).

5. Effect of Amendment. Except as expressly modified by this Amendment, the terms, covenants and conditions of the Agreement shall remain in full force and effect.

The undersigned have signed this Amendment effective as of the date set forth above.

CENTERSTATE BANKS, INC.		GULFSTREAM BANCSHARES, INC.
By:	/s/ Ernest S. Pinner	By:	/s/ John E. Tranter
	Ernest S. Pinner		John E. Tranter
	Chairman, President and Chief Executive Officer		Vice Chairman and Chief Executive Officer