425

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): June 4, 2012

IBERIABANK CORPORATION

(Exact name of Registrant as Specified in Charter)

Louisiana	0-25756	72-1280718
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 West Congress Street, Lafayette, Louisiana 70501

(Address of Principal Executive Offices)

(337) 521-4003

Registrant’s telephone number, including area code

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:

x 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.

On June 4, 2012, IBERIABANK Corporation issued a press release announcing that it had received regulatory approvals to complete its previously announced acquisition of Florida Gulf Bancorp, Inc. The transaction remains subject to approval by the stockholders of Florida Gulf Bancorp, Inc. and satisfaction of customary closing conditions.

A copy of the press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

99.1 Exhibits

Press Release, dated June 4, 2012, issued by IBERIABANK Corporation.

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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.

	IBERIABANK CORPORATION
DATE: June 5, 2012	By:	/s/ Daryl G. Byrd
		Daryl G. Byrd
		President and Chief Executive
		Officer

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EXHIBIT INDEX

Exhibit Number
99.1	Press Release dated June 4, 2012, issued by IBERIABANK Corporation.

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

June 4, 2012

CONTACT:

Daryl G. Byrd, President and CEO (337) 521-4003

John R. Davis, Senior Executive Vice President (337) 521-4005

IBERIABANK Corporation Announces Receipt of Regulatory Approvals for Acquisitions of Florida Gulf Bancorp, Inc. and Florida Gulf Bank

Lafayette, Louisiana – IBERIABANK Corporation (NASDAQ: IBKC), the holding company of IBERIABANK (www.iberiabank.com), announced today the Federal Reserve Bank of Atlanta has approved the application of IBERIABANK Corporation to acquire Florida Gulf Bancorp, Inc. In addition, the Federal Reserve Bank of Atlanta and the Louisiana Office of Financial Institutions have approved the applications of IBERIABANK to acquire Florida Gulf Bank. Completion of the acquisitions remains subject to approval by shareholders of Florida Gulf Bancorp, Inc. and satisfaction of customary closing conditions.

Florida Gulf Bancorp, Inc. is the holding company for Florida Gulf Bank with headquarters in Fort Myers, Florida. At March 31, 2012, Florida Gulf Bancorp, Inc. had total assets of $376 million, $248 million in net loans, and $302 million in total deposits.

At March 31, 2012, IBERIABANK Corporation (“the Company”) had total assets of $11.8 billion, shareholders’ equity of $1.5 billion, and a tangible common equity ratio of 9.64%. The Company’s common stock trades on the NASDAQ Global Select Market under the symbol “IBKC.”

IBERIABANK Corporation is a bank holding company headquartered in Lafayette, Louisiana. The Company has 266 combined offices, including 175 bank branch offices in Louisiana, Arkansas, Tennessee, Alabama, Texas, and Florida, 22 title insurance offices in Arkansas and Louisiana, and mortgage representatives in 60 locations in 12 states. The Company has eight locations with representatives of IBERIA Wealth Advisors in four states, and one office of IBERIA Capital Partners, L.L.C.

Additional Information About The Florida Gulf Bancorp, Inc. Transaction

In connection with the proposed merger, IBERIABANK Corporation will file with the Securities and Exchange Commission (“SEC”) a Registration Statement on Form S-4 that will contain a proxy statement/prospectus for shareholders of Florida Gulf Bancorp, Inc. BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS, INVESTORS ARE

URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors may obtain a free copy of the proxy statement/prospectus (when it is available) and other documents containing information about IBERIABANK Corporation and Florida Gulf Bancorp, Inc., without charge, at the SEC’s web site at http://www.sec.gov. Copies of the proxy statement/prospectus and the SEC filings that will be incorporated by reference in the proxy statement/prospectus may also be obtained, when available, for free from the IBERIABANK Corporation website, http://www.iberiabank.com, under the heading “Investor Information”. In addition, documents filed with the SEC for IBERIABANK Corporation will be available free of charge from the Secretary, IBERIABANK Corporation, 200 West Congress Street, 12^th Floor, Lafayette, Louisiana 70501 (337-521-4003).

This communication is not a solicitation of any vote or approval, is not an offer to purchase shares of Florida Gulf Bancorp, Inc. common stock, nor is it an offer to sell shares of IBERIABANK Corporation common stock which may be issued in the proposed merger with Florida Gulf Bancorp, Inc. Any issuance of IBERIABANK Corporation common stock in the proposed merger with Florida Gulf Bancorp, Inc. would have to be registered under the Securities Act of 1933, as amended, and such IBERIABANK Corporation common stock would be offered only by means of a prospectus complying with the Act.

Florida Gulf Bancorp, Inc. and its directors, executive officers, and certain other members of management and employees, may be deemed to be participants in the solicitation of proxies from shareholders in respect of the proposed transaction. Information regarding the persons who may be deemed participants in the solicitation of shareholders in connection with the proposed transaction will be set forth in the relevant proxy statement/prospectus and other relevant documents filed with the SEC.

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