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): November 7, 2006

000-24478	38-3073622
(Commission File No.)	(IRS Employer Identification No.)

DEARBORN BANCORP, INC.

(Exact name of registrant as specified in its charter)

1360 Porter Street, Dearborn, MI

(Address of Principal Executive Offices)

48124

(Zip Code)

(313) 565-5700

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Press Release dated November 7, 2006

Item 8.01 Other Events

On November 7, 2006, the Registrant issued a news release announcing the pricing and sale of common stock. A copy of the news release is attached as exhibit 99.1.

The information in this Form 8-K and the attached Exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, nor shall it be deemed incorporated by reference in any such filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

99.1 Registrant’s November 7, 2006 News Release announcing the pricing and sale of common stock.

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 thereunto duly authorized.

Dearborn Bancorp, Inc.
          (Registrant)
 

/s/ Jeffrey L. Karafa  

Jeffrey L. Karafa 

Treasurer and Chief Financial Officer 

Date: November 7, 2006

EXHIBIT INDEX

Exhibit No.	Description
Exhibit 99.1	Press Release dated November 7, 2006.

EX-99.1

Exhibit 99.1

DEARBORN BANCORP, INC. ANNOUNCES PRICING AND SALE OF COMMON STOCK

Dearborn, Michigan, November 7, 2006 ... Dearborn Bancorp, Inc. (Nasdaq: DEAR) today announced the sale by the Company of 2,700,000 shares of its common stock at $20.00 per share in a firm commitment underwritten offering lead managed by Oppenheimer & Co. Inc. and co-managed by Howe Barnes Hoefer & Arnett, Inc. The underwriters have a 30 day option to purchase up to an additional 405,000 shares of common stock from the Company solely to cover over-allotments. The offering was priced on November 7, 2006. The offering is expected to close on or about November 10, 2006. The net proceeds from the offering will be used for the previously announced acquisition of Fidelity Financial Corporation of Michigan.

This press release is not an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Any offer, solicitation or sale will be made only by means of the final prospectus. Copies of the prospectus may be obtained by contacting: Oppenheimer & Co. Inc., 125 Broad Street, New York, New York 10004, Attention: Syndicate Department, Telephone (212) 668-8163.

Dearborn Bancorp, Inc. is a registered bank holding company whose subsidiary, Community Bank of Dearborn, has offices in Dearborn, Dearborn Heights, Plymouth Township, Canton Township, Clinton Township, Southgate, Auburn Hills, Ann Arbor, and Saline, Michigan.

Contact: Michael J. Ross, President & CEO at (313) 565-5700 or Jeffrey L. Karafa, CFO at (313) 381-3200.