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

June 18, 2012

Date of Report

(Date of earliest event reported)

MSB Financial Corp.

(Exact name of Registrant as specified in its Charter)

United States	001-33246	34-1981437
(State or other jurisdiction of incorporation)	(SEC Commission File No.)	(IRS Employer Identification Number)

1902 Long Hill Road, Millington, New Jersey	07946-0417
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (908) 647-4000

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
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

INFORMATION TO BE INCLUDED IN REPORT

Item 2.02 Other Events

On June 18, 2012, the Board of Directors of the Registrant declared a cash dividend in the amount of $0.03 per share payable on July 16, 2012 to stockholders of record as of June 30, 2012.  A copy of the press release dated June 19, 2012 issued by the Registrant announcing the dividend is filed as Exhibit 99 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit Number	Description
99	Press Release dated June 19, 2012

-1-

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.

	MSB FINANCIAL CORP.
	By:	/s/ Michael A. Shriner
Date:  June 19, 2012		Michael A. Shriner President and Chief Executive Officer

EX-99

PRESS RELEASE

FOR IMMEDIATE RELEASE

June 19, 2012

MSB FINANCIAL CORP.

DECLARES QUARTERLY CASH DIVIDEND

The Board of Directors of MSB Financial Corp. (Nasdaq Global Market: MSBF) (the “Company”), the parent company of Millington Savings Bank, today announced that the Company will pay a cash dividend of $0.03 per share. The dividend will be payable on July 16, 2012 to shareholders of record, including MSB Financial, MHC, on June 30, 2012.  The quarterly cash dividend of $0.03 per share is the 19th consecutive dividend paid by the Company.

As a result of new regulations recently implemented by the Board of Governors of the Federal Reserve System (commonly referred to as “Regulation MM”), the Company is restricted in its  ability to continue to pay dividends to our public stockholders unless we also pay dividends at the same rate on the 60.79% of the outstanding shares that MSB Financial, MHC owns.  This modification of banking regulations limits MSB Financial, MHC’s right to waive dividends without incurring significant expense associated with meeting all of the requirements for such waiver.   MSB Financial, MHC has elected not to incur such expenses at this time.   Michael A. Shriner, President and Chief Executive Officer of the Company, commented, “Although the Company’s Board of Directors has declared this cash dividend, Regulation MM will require the Board of Directors to re-evaluate the Company’s dividend policy on a quarterly basis.  As a result of such regulatory considerations, the Company can make no assurances that it will continue to declare regular quarterly cash dividends or that its dividend policy will not change in the future.  We will continue to work with staff at the Federal Reserve to see if compliance with Regulation MM by MSB Financial, MHC may be done in a manner that will be less costly and cumbersome. ”

Statements contained in this news release, which are not historical facts, are forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by MSB Financial Corp. with the Securities and Exchange Commission from time to time.  The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

Contact: Michael A. Shriner, President

(908) 647-4000