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):  December 4, 2015

BAYLAKE CORP.

(Exact name of registrant as specified in its charter)

Wisconsin	001-16339	39-1268055
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

217 North Fourth Avenue           Sturgeon Bay, Wisconsin	54235
(Address of principal executive offices)	(Zip code)

                    (920) 743-5551                   

(Registrant’s telephone number, including area code)

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.

Effective December 4, 2015, Baylake Corp. (the “Company”) completed its previously announced acquisition of NEW Bancshares, Inc. (“NEWBI”).  On December 4, 2015 the Company issued a press release announcing the completion of the acquisition, which is attached hereto as Exhibit 99.1.

The cash-and-stock transaction is valued at approximately $9,909,613, with 41.3% of the consideration paid through the issuance of 285,829 shares of Company common stock.  The number of shares of Company common stock issued in connection with the transaction was based on the Company’s average trading price of $14.33 per share.  As provided for in the Agreement and Plan of Merger with NEWBI, the average trading price was determined by taking the average daily high and low sale price of Company common stock on the NASDAQ Stock Market LLC for 10 trading days ending on and including December 2, 2015.  Cash consideration of approximately $5,813,683 was also paid in connection with the transaction.

Item 9.01

Exhibits.

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release announcing the Completion of the Company’s Acquisition of NEWBI dated December 4, 2015.

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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.

Dated:  December 4, 2015

BAYLAKE CORP.

By:  /s/ Kevin L. LaLuzerne                             

Kevin L. LaLuzerne

Senior Vice President and Chief Financial

Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release announcing the Completion of the Company’s Acquisition of NEWBI dated December 4, 2015.

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EX-99.1

Exhibit 99.1

Baylake Corp. and Baylake Bank Complete Acquisition of NEW Bancshares and Union State Bank

STURGEON BAY, WI, December 4, 2015 -- Baylake Corp. (NASDAQ: BYLK), the holding company for Baylake Bank, which provides full service banking and financial services in Northeast Wisconsin, announces the completion of the acquisition of NEW Bancshares, Inc. (“NEW”) and its wholly-owned bank subsidiary, Union State Bank, with and into Baylake Corp. and its wholly-owned bank subsidiary, Baylake Bank, respectively.   

Robert J. Cera, President and CEO of Baylake Bank, Robert W. Agnew, Chairman of the Baylake Corp. Board, Jeffrey W. Kleiman, President of Union State Bank and C. Jack Novak, Chairman of the NEW Board, gathered to sign and finalize the transaction on Friday, December 4, 2015.

Baylake Bank and Union State Bank professionals have worked together over the past six months to prepare for the transfer of business effective as of the close of business on December 4, 2015.  On Monday, December 7, 2015, three Union State Bank locations will open as branches of Baylake Bank:  3223 Main Street, Green Bay, 931 Marquette Drive, Kewaunee and 2221 Lincoln Avenue, Two Rivers.  The Union State Bank located at 223 Ellis Street, Kewaunee will close at the end of the business day on Friday, December 4, 2015, and operations of that branch will be consolidated with Baylake Bank's branch office located at 519 Main Street, Kewaunee.

Cera commented “Due to the diligent work of both Baylake and Union employees, we are prepared to deliver a great client experience in a market both banks have served for well over a century. We are confident Union customers will experience a smooth transition to Baylake Bank and are thrilled to have retained many Union employees who have helped these customers for years.”

“This is a strong fit for both companies," stated Kleiman, “working together creates a stronger bank committed to being a trusted partner in the markets we serve.”  Kleiman will join Baylake Bank as a Senior Vice President.  

Baylake Bank has been serving the Kewaunee community since the late 1800s when both the State Bank of Kewaunee and Bank of Sturgeon Bay were originally chartered. The two banks served their communities side-by-side until 1994, when the Bank of Sturgeon Bay and the State Bank of Kewaunee merged under the Baylake Bank name.   Cera added, “We are proud to officially partner with the Union State Bank family.”

Baylake Bank also invites employees and the community to an open house celebrating the merger on Tuesday, December 15, 2015 from 5:00 – 6:30 p.m. at the Kewaunee Financial Center, 519 Main Street.

Baylake Bank is a subsidiary of Baylake Corp. (NASDAQ: BYLK), headquartered in Sturgeon Bay, Wisconsin.  Baylake Bank provides banking and financial services from community financial centers located throughout Northeast Wisconsin.  Baylake Bank, Member FDIC.  An equal housing lender.

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Media contact:

Robert J. Cera

President and CEO of Baylake Bank

(920) 743-5551

robert.cera@baylake.com