8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):  April 8, 2013

CHARTER FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

United States	001-34889	58-2659667
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

1233 O. G. Skinner Drive, West Point, Georgia	31833
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (706) 645-1391

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:

[  ]	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 April 8, 2013, Charter Financial Corporation, a Maryland corporation (“Charter Financial”), announced that it had completed its second-step conversion and related public offering. CharterBank is now 100% owned by Charter Financial and Charter Financial is 100% owned by public stockholders. Charter Financial sold 14,289,429 shares of common stock at $10.00 per share in the offering.

Concurrent with the completion of the offering, shares of common stock of Charter Financial Corporation, a federal corporation (the “Company”), owned by public stockholders have been converted into the right to receive 1.2471 shares of Charter Financial’s common stock for each share of the Company’s common stock that they owned immediately prior to completion of the transaction. Cash in lieu of fractional shares will be paid based on the offering price of $10.00 per share. As a result of the offering and the exchange, Charter Financial now has approximately 22,752,682 shares outstanding and gross offering proceeds of $142.9 million.

A press release announcing the closing of the reorganization and stock offering is attached as Exhibit 99.1.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated April 8, 2013

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.

		CHARTER FINANCIAL CORPORATION (Registrant)
DATE: April 8, 2013	By:	/s/ Curtis R. Kollar
		Curtis R. Kollar
		Chief Financial Officer

EX-99.1

CHARTER FINANCIAL CORPORATION

NEWS RELEASE

FOR IMMEDIATE RELEASE

Contact:	At Dresner Corporate Services
Robert L. Johnson, Chairman & CEO Curt Kollar, CFO	Steve Carr 312-780-7211
706-645-1391	scarr@dresnerco.com
bjohnson@charterbank.net or ckollar@charterbank.net

CHARTER FINANCIAL CORPORATION

ANNOUNCES CLOSING OF REORGANIZATION AND STOCK OFFERING

West Point, Georgia, April 8, 2013 – Charter Financial Corporation (Nasdaq Capital: CHFN), announced today that it has completed the conversion and reorganization pursuant to which First Charter, MHC has converted to the stock holding company form of organization.  Charter Financial Corporation, a Maryland corporation (“Charter Financial”) and the new stock holding company for CharterBank, has sold 14,289,429 shares of common stock at $10.00 per share, for gross offering proceeds of $142.9 million in its stock offering.

Concurrent with the completion of the offering, shares of common stock of Charter Financial Corporation, a Federal corporation (the “Company”) owned by the public have been exchanged for shares of Charter Financial’s common stock so that the Company’s existing stockholders now own approximately the same percentage of Charter Financial’s common stock as they owned of the Company’s common stock immediately prior to the conversion.  Stockholders of the Company will receive 1.2471 shares of Charter Financial’s common stock for each share of the Company’s common stock they owned immediately prior to completion of the transaction.  Cash in lieu of fractional shares will be paid based on the offering price of $10.00 per share. As a result of the offering and the exchange of shares, Charter Financial has approximately 22,752,682 shares outstanding.

The shares of common stock sold in the offering and issued in the exchange are expected to begin trading on the Nasdaq Capital Market on April 9, 2013 under the trading symbol “CHFN.”

Direct Registration Statements reflecting the shares purchased in the subscription and community offerings are expected to be mailed to subscribers on or about April 9, 2013.  Stockholders of the Company holding shares in street name will automatically receive shares of Charter Financial common stock and cash in lieu of fractional shares within their accounts.  Stockholders of the Company holding shares in certificated form will be mailed a letter of transmittal on or about April 10, 2013. After submitting their stock certificates and a properly completed letter of transmittal to Charter Financial’s transfer agent, stockholders will receive Direct Registration Statements reflecting their shares of Charter Financial common stock and will receive cash in lieu of fractional shares.

Subscribers can confirm their stock allocations by contacting the Charter Financial Stock Information Center at (877) 821-5778 (toll free).  The Stock Information Center is open Monday-Friday from 10:00 a.m. until 4:00 p.m., Eastern Time.   Alternatively, subscribers may confirm allocations online, at https://allocations.kbw.com.

Stifel, Nicolaus & Company, Incorporated (“Stifel”) served as financial advisor to the Company and Charter Financial in connection with the transaction.  Luse Gorman Pomerenk & Schick, P.C. served as legal counsel to the Company and Charter Financial.  Silver, Freedman & Taff, L.L.P. served as legal counsel to Stifel.

Charter Financial Corporation is a savings and loan holding company and the parent company of CharterBank, a growing full-service community bank. CharterBank is headquartered in West Point, Georgia, and operates branches in West Central Georgia, East Central Alabama, and the Florida Gulf Coast. CharterBank’s deposits are insured by the Federal Deposit Insurance Corporation. Investors may obtain additional information about Charter Financial Corporation and CharterBank on the internet at www.charterbk.com under About Us.

This news release contains forward-looking statements within the meaning of the federal securities laws.  Statements in this release that are not strictly historical are forward-looking and are based upon current expectations that may differ materially from actual results.  These forward-looking statements, identified by words such as "will," "expected," "believe," and "prospects," involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein.  These risks and uncertainties involve general economic trends and changes in interest rates, increased competition, changes in consumer demand for financial services, the possibility of unforeseen events affecting the industry generally, the uncertainties associated with newly developed or acquired operations, and market disruptions.  Charter Financial Corporation undertakes no obligation to release revisions to these forward-looking statements publicly to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.