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~~March 1828, ~~2012~~2013

NORTHERN STATES FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)

000-19300

(Commission File Number)

Delaware	36-3449727
(State or other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

1601 North Lewis Avenue

P.O. Box 39

Waukegan, Illinois 60085

(Address of Principal Executive Offices)

(847) 244-6000

(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))

Item 58.~~02(d)~~01. ~~Departure~~Other ~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Events.

~~Appointment~~ Northern States Financial Corporation (the “Company”) announced today that on March 28, 2013, the Company filed a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister the Company’s common stock and suspend its reporting obligations under the Securities Exchange Act of P1934, as amended. The ~~David~~Company ~~Kuhl~~is aseligible ato ~~Director~~file Form 15 because there were less than 1,200 holders of ~~Northern~~record ~~States~~of ~~Financial~~its ~~Corporation~~common stock at January 1, 2013, and ~~NorStates~~upon ~~Bank~~filing of the Form 15. The Company expects the deregistration to become effective within 90 days of filing with the SEC. Upon the filing of the Form 15, the Company’s obligation to file reports with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and periodic reports on Form 8-K, is immediately suspended.

OnAttached ~~December 18,~~as ~~2012,~~Exhibit P99.1 ~~David~~is ~~Kuhl~~a ~~was~~copy ~~appointed to the Board~~ of ~~Directors of Northern States Financial Corporation (~~the “Company”)’s ~~and~~press ~~NorStates~~release ~~Bank~~relating ~~(the “Bank”). Mr. Kuhl was appointed~~ to ~~serve~~these onmatters, ~~the~~which ~~Audit~~is ~~Committee~~incorporated ~~and~~herein ~~the~~by ~~Employee Benefits and Compensation Committee of the Board of Directors of the Company~~reference.

~~Mr.~~Item Kuhl was appointed to the Board of Directors pursuant to the terms of the Company’s outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Series A Preferred Stock”) issued to the United States Department of the Treasury (“Treasury”) on February 20, 2009, in connection with the Company’s participation in the TARP Capital Purchase Program9. ~~The appointment was made following the consideration of several candidates proposed by both the Company and Treasury~~01. ~~After~~Financial ~~consideration~~Statements ~~of these multiple candidates, Treasury~~ and ~~the Company both agreed that Mr~~Exhibits. Kuhl satisfied their respective criteria and that he was therefore best suited to assume the role of a director of the Company. Although not required to do so under the terms of the Series A Preferred Stock, the Board of Directors of the Company also appointed Mr. Kuhl to the Board of Directors of the Bank.

Under the terms of the Series A Preferred Stock, Treasury has the right to appoint up to two directors to the Company’s Board of Directors at any time that dividends payable on the Series A Preferred Stock have not been paid for six quarterly dividend periods. At November 15, 2012, the Company had suspended thirteen dividend payments on the Series A Preferred Stock. There are no related party transactions between either the Company or the Bank and Mr. Kuhl that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Attached as Exhibit 99.1 is a copy of the Company’s press release relating to the appointment, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description of Exhibit
99.1	Press release dated ~~December~~March 2128, ~~2012~~2013.

2Forward-looking Statements

Statements contained in this Form 8-K that are not historical facts may contain certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “intend,” “should,” “planned,” “estimated” and “potential,” or other similar terms. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. The Company’s actual results, performance or achievements may differ materially from those suggested, expressed or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to the Company’s ability to timely and effectively implement its deregistration; adverse effects on share price and liquidity prior to and following the Company’s deregistration; the Company’s ability to realize anticipated cost savings from its deregistration; as well as more general business and financial risks, including the risks detailed from time to time in the Company’s filings with the SEC. Any of the forward-looking statements made in this Form 8-K and in the other public statements the Company makes may turn out to be wrong because of inaccurate assumptions we might make, because of the factors illustrated above or because of other factors that we cannot foresee. Because of these and other uncertainties, the Company’s actual future results may be materially different from those expressed in any forward-looking statements made by or on behalf of the Company. Therefore, these factors should be considered in evaluating the forward-looking statements, and undue reliance should not be placed on such statements. The Company undertakes no responsibility to update or revise any forward-looking statements unless required to do so under the federal securities laws.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

NORTHERN STATES FINANCIAL CORPORATION Date: ~~December~~March 2128, ~~2012~~2013 By: /s/Steven J. Neudecker Steven J. Neudecker Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit	Description of Exhibit
99.1	Press release dated ~~December~~March 2128, ~~2012~~2013.

Filing Compare · NORTHERN STATES FINANCIAL CORP /DE/