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): July 18, 2011

(Exact name of registrant as specified in its charter)

Florida 000-33351 65-1147861

(State or other jurisdiction (Commission (IRS Employer

of incorporation) File Number) Identification No.)

      1301 SE Port St. Lucie Boulevard, Florida                                                                                                                         34952

                                (Address of principal executive offices)                                                                                                                            (Zip Code)

Registrant’s telephone number, including area code: (772) 398-1388

        (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 Instructions 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 1.03.                      Bankruptcy or Receivership.

On July 15, 2011, First Peoples Bank (the “Bank”), the principal operating subsidiary of FPB Bancorp, Inc. (the “Company”) was closed by the Florida Office of Financial Regulation, which appointed the Federal Deposit Insurance Corporation (the “FDIC”) as receiver of the Bank.

As indicated in the FDIC press release dated July 15, 2011, subsequent to the closure, Premier American Bank, National Association, Miami, Florida, assumed the operations and all of the deposits of the Bank, and purchased essentially all of the Bank’s assets in a no loss-share transaction facilitated by the FDIC.  All depositors of the Bank will automatically become depositors of Premier American Bank for the full amount of their deposits, and they will continue to have uninterrupted access to their deposits.  Depositors will continue to be insured with the FDIC. Beginning on July 16, 2011, the six offices of the Bank reopened as branches of Premier American Bank.

The Company’s principal assets were the capital stock that it owns in the Bank. As the owner of all of the capital stock of the Bank, the Company would be entitled to the net recoveries, if any, following the liquidation or sale of the Bank or their assets by the FDIC. However, the Company does not believe that any recovery will be realized. Any ultimate distribution of recovered assets will occur in accordance with Florida law and the Company’s Articles of Incorporation. It is not expected that any distribution will be made to common stockholders.

On July 18, 2011, the Company distributed a letter to its shareholders describing the events of July 15, 2011.

ITEM 9.01.                      Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is being furnished with this Report:

              99.1   Letter to Shareholders dated July 18, 2011

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.

	(Registrant)
Date: July 18, 2011
	/s/ David W. Skiles
	David W. Skiles
	Chief Executive Officer & President

EX-99.1 CHARTER

Exhibit 99.1

July 18, 2011

Dear Shareholder:

It is with a deep sense of regret that your Board of Directors informs you that on Friday, July 15, 2011, our subsidiary bank, First Peoples Bank, was closed by the Florida Office of Financial Regulation, and the FDIC was appointed as receiver. In a virtually simultaneous transaction, Florida Community Bank, a division of Premier American Bank, National Association, Miami, Florida assumed the operations and all of the deposits and purchased essentially all of assets of the Bank in a no loss-share transaction facilitated by the FDIC. On Saturday, July 16, 2011, the offices of the Bank opened for business as branches of Premier American Bank.   For more specific information about this transaction, please refer to the FDIC’s website, at http://www.fdic.gov/bank/individual/failed/firstpeoples.html.

While we ultimately were unable to save the Bank in the face of unyielding market conditions, we attempted every reasonable solution, and no stone was left unturned in our efforts to obtain additional capital. We appreciate everyone who supported and participated in all of our efforts throughout this endeavor.  In particular, our employees gave their best efforts to maintain the Bank’s outstanding customer service in the face of these very difficult circumstances, and they have earned our gratitude for their dedication and hard work. On behalf of the Directors and employees of the Company and the Bank, we want to sincerely thank you for the confidence that you and the other shareholders placed in us and the loyalty and support that you demonstrated.

Banks throughout the Southeast have been affected by what is generally described as the worst economic downturn in America since the Great Depression. When economic growth in our markets began to contract, many of our customers found themselves unable to meet the obligations on their loans, and alternative sources of repayment, such as collateral proved insufficient to make up the shortfall. The losses created by defaults and collateral devaluations resulted in a depletion of our capital to the point that we fell below regulatory capital thresholds and were no longer permitted by regulators to operate independently.

Given our status as an inactive bank holding company, it is not expected that any distribution will be made to our stockholders or that we will have any future activities or value.

Our management team has been working closely with the staff of Florida Community Bank to ensure that this transition goes as smoothly as possible for our customers. If you are a customer of the Bank, please contact your banker for assistance or for questions you may have.

Sincerely,

David W. Skiles

President & C.E.O.