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) January 26, 2011 (January 20, 2011)

Fentura Financial, Inc.

(Exact name of registrant as specified in its charter)

Michigan

(State or other jurisdiction of incorporation)

0-23550	38-2806518
(Commission File Number)	(IRS Employer Identification No.)

175 North Leroy Street P.O. Box 725 Fenton, Michigan	48430-0725
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (810) 629-2263

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))

Item 1.01 Entry Into A Material Definitive Agreement.

     On January 20, 2011, Fentura Financial, Inc. (the “Company”) amended it definitive agreement to sell West Michigan Community Bank to a private investor group that was entered into on April 28, 2010. The second amendment calls for an increase in the required ALLL from $2 million to $2.2 million and contemplates a January 31, 2011 closing date. The definitive agreement was previously amended in September 2010 to extend the closing date in order to permit additional time for required regulatory approvals which have now been received.

     The Company’s announcement and the amendment are attached as exhibits 99.1 and 10.1, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number
	10.1	Second Amendment to Stock Purchase Agreement
	99.1	Fentura Financial, Inc. Announcement

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.

FENTURA FINANCIAL, INC.                        (Registrant)
By:	/s/ Donald L. Grill
	Donald L. Grill,
	President and Chief Executive Officer

Dated: January 26, 2011

EXHIBIT INDEX

Exhibit Number

10.1	Second Amendment to Stock Purchase Agreement
99.1	Fentura Financial, Inc. Announcement

EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this “Second Amendment”) is entered into effective as of January 19, 2011, by and between FENTURA FINANCIAL, INC., a Michigan corporation (the “Seller”), and MARIE A. ROBERTS, FRANK M. PEPLINSKI, L. JACK ROCHEFORT, CLARK K. SHUART, DAVID HYZER, and THOMAS MCCURLEY (each a “Buyer” and collectively the “Buyers”).

RECITALS

     A. The Seller and the Buyers previously entered into that certain Stock Purchase Agreement, dated as of April 27, 2010, as amended by the First Amendment to Stock Purchase Agreement dated as of September 9, 2010 (as amended, the “Agreement”).

     B. Section 5.12 of the Agreement requires the Bank to transfer certain loans and owned real estate to Seller or Seller’s designees on or prior to the Closing Date.

     C. The parties wish to amend the Agreement to update the list of loans and owned real estate to be transferred by the Bank and to increase the ALLL condition precedent to $2,200,000.

AGREEMENT

NOW, THEREFORE, the parties agree as follows:

     1. Loan Transfer. Schedule 5.12 to the Agreement is updated and revised to include those loans described on Revised Schedule 5.12 attached to this Second Amendment. On or prior to the Closing Date the Bank shall transfer to Seller or its designees or to The State Bank those loans and ORE properties described on Revised Schedule 5.12. The parties agree that the attached Schedule 5.12 is the final Schedule 5.12 and that the identity of the loans and properties will not be updated to a date closer to the Closing Date and that by mutual agreement it does not include two loans that are “Non-performing Assets” as such term is defined in the Agreement. Seller or its designee shall pay the Bank a cash purchase price equal to the Loan Purchase Value of each such loan or lease and the book value of each such owned real estate property as of the date of the Loan Transfer. At the Closing the Seller and the Bank shall provide documentation evidencing compliance with this covenant.

     2. ALLL. Section 6.3(i) of the Agreement is amended to provide as follows: “(i) The Bank’s ALLL as of the Closing Date shall be greater than or equal to two million two hundred thousand dollars ($2,200,000) after giving effect to the Loan Transfer.”

3. Closing. Section 7.1(g) of the Agreement is amended by changing “September 30, 2010” date to “January 31, 2011.” Buyers and Seller shall complete the Closing by January

31, 2011. If the Closing has not been completed by January 31, 2011, then the Agreement, as amended by this Second Amendment, shall be terminated, subject to Section 7.2 of the Agreement (Effect of Termination).

     4. North Face Ventures, LLC. On or before January 24, 2011, the Seller may cause the Bank to offer the real estate located at 350 Dodge Street, Comstock Park, Michigan 49321 for sale to the Buyers for such price and on such terms as the Bank may determine. The Seller, Bank and Buyers may negotiate to determine if a mutually acceptable price and terms can be agreed to by the close of business on January 26, 2011; provided, however, that this paragraph does not obligate the Seller, the Bank or the Buyers to enter into any agreement for the purchase and sale of the 350 Dodge Street property. Notwithstanding the foregoing, the Seller’s inability to sell the 350 Dodge Street property shall not affect its obligations under the Agreement to complete the Closing.

     5. Miscellaneous. Unless otherwise stated in this Second Amendment, the Agreement remains in full force and effect and the capitalized terms shall have the same meanings as ascribed to them in the Agreement. This Second Amendment may be executed in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same document.

(Signatures appear on the following page.)

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     IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

SELLER:
 

/s/ Donald L. Grill  

Donald L. Grill 

President and CEO 

BUYERS
 

/s/ Marie A. Roberts*  

Marie A. Roberts 

/s/ Frank M. Peplinski*  

Frank M. Peplinski 

/s/ L. Jack Rochefort*  

L. Jack Rochefort 

/s/ Clark K. Shuart*  

Clark K. Shuart 

/s/ David Hyzer*  

David Hyzer 

/s/ Thomas McCurley*  

Thomas McCurley 

By:	* /s/ Kevin Nelson
	Kevin Nelson, Agent for the Buyers

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EX-99.1

Exhibit 99.1

WEST MICHIGAN COMMUNITY BANK DIVESTITURE UPDATE

On April 28, 2010, Fentura Financial, Inc. announced that it had entered into an agreement to sell West Michigan Community Bank, to a private investor group. The filed Definitive Agreement was formally amended on January 20, 2011. The amendment calls for an increase in the required ALLL and allows for an exchange of certain loans and other real estate as an alternative to the original agreement.

All necessary regulatory approvals associated with the sale have been obtained and the formal closing is expected to take place on January 31, 2011.

The sale of the bank will substantially improve the capital ratios of Fentura Financial, Inc. Proceeds from the closing, as well as proceeds from the future liquidation of non-performing assets acquired by the corporation in connection with the sale, will be utilized to strengthen the capital position of The State Bank, and for other general corporate purposes.