UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~Washington,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~Washington, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K ~~Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934~~

~~Date~~CURRENT ofREPORT Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~earliest~~the ~~event~~Securities ~~reported):~~Exchange ~~July 11,~~Act ~~2006~~of 1934

~~CIVITAS~~Date ~~BANKGROUP,~~of ~~INC.~~Report (Date of earliest event reported): August 25, 2006

~~(Exact~~CIVITAS ~~name~~BANKGROUP, ~~of registrant as specified in charter)~~INC.

Tennessee		000-27393		62-1297760
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in charter)

4 Corporate Centre, 810 Crescent Centre Drive, Suite 320, Franklin, Tennessee	37067
Tennessee	000-27393	62-1297760
(Address of principal executive offices)	(Zip Code)
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

Registrant’s telephone number, including area code: (615) 263-9500


4 Corporate Centre, 810 Crescent Centre Drive, Suite 320, Franklin, Tennessee		37067

(Address of principal executive offices)		(Zip Code)

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ifcode: ~~the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~ (~~see General Instruction A.2. below~~615): 263-9500

N/A

o(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule 425~~if ~~under~~changed ~~the~~since ~~Securities~~last ~~Act (17 CFR 230.425~~report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule 14a~~if the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~240~~A.~~14a-12~~2. below):

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

o ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~Item~~ o ~~7.01.~~Pre-commencement ~~Regulation~~communications FDpursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Ono ~~July 11,~~Pre-commencement ~~2006,~~communications ~~Civitas~~pursuant ~~BankGroup,~~to ~~Inc., a Tennessee corporation~~ Rule 13e-4(~~the “Company”~~c) ~~issued~~under the ~~press~~ ~~release~~Exchange ~~furnished~~Act ~~herewith as Exhibit 99.1 announcing that the Company’s common stock had~~(17 ~~been~~CFR ~~approved for listing on the NASDAQ Global Market~~240.13e-4(c))

~~Item~~TABLE ~~8.01.~~OF ~~Other Events.~~CONTENTS

On July 11, 2006, the Company announced that its common stock had been approved for listing on the NASDAQ Global Market. The Company expects that its common stock will begin trading on the NASDAQ Global Market at the open of trading on July 18, 2006 under the symbol “CVBG”.


	Item 1.01. Entry Into a Material Definitive Agreement.
	Item 7.01 Regulation FD.
	Item 9.01 Financial Statements and Exhibits.
SIGNATURES
EXHIBIT INDEX
EX-10.1 PURCHASE AGREEMENT 08/25/06
EX-99.1 PRESS RELEASE 08/28/06

ItemTable 9.01.of Financial Statements and Exhibits.Contents

~~(d)~~Item 1.01. ~~Exhibits~~Entry Into a Material Definitive Agreement.

~~99.1~~ On ~~Press~~August 25, ~~release~~2006, of Civitas BankGroup, Inc., ~~issued~~a ~~July~~Tennessee 11corporation (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, ~~2006~~InsCorp, Inc., a Tennessee corporation (“InsCorp”) and for certain limited purposes Insurors Bank of Tennessee, a Tennessee banking corporation (“IBOT”). A copy of the Purchase Agreement is filed herewith as Exhibit 10.1 and is incorporated herein by reference. This summary is qualified in its entirety by reference to the Purchase Agreement filed herewith.

~~SIGNATURES~~ Pursuant to the terms of the Purchase Agreement the Company has agreed to sell to InsCorp, all of the shares of IBOT common stock owned by the Company. InsCorp and the Company currently own 50% each of IBOT’s outstanding common stock.

~~Pursuant~~The purchase price payable to the ~~requirements~~Company ofis the ~~Securities~~greater ~~Exchange~~of ~~Act~~(i) $4.5 million; and (ii) 150% of one ~~1934,~~half of IBOT’s total shareholders’ equity on the ~~registrant~~last ~~has~~day ~~duly caused~~of ~~this~~the ~~report~~month prior to the month in which the closing occurs, which amounts may be ~~signed~~increased onby ~~its~~up ~~behalf~~to $20,000 per thirty day period that the closing occurs after December 15, 2006 if the closing is delayed for reasons other than a material breach by the ~~undersigned~~Company ~~hereunto~~of ~~duly~~any ~~authorized~~of its covenants or agreements in the Purchase Agreement, a delay in InsCorp’s obtaining regulatory approval for certain reasons, or the occurrence of an event outside of the control of the parties that prevents the parties from consummating the transaction prior to December 15, 2006.

~~CIVITAS~~ Upon ~~BANKGROUP~~execution of the Purchase Agreement, ~~INC~~InsCorp paid the Company a deposit equal to $225,000, which amount will be credited against the purchase price paid to the Company if the transaction is consummated. ~~By:~~In ~~/s/~~the ~~Lisa~~event ~~Musgrove~~that ~~Name:~~the ~~Lisa~~transaction ~~Musgrove~~is ~~Title:~~not ~~Executive~~consummated ~~Vice~~and ~~President~~the Purchase Agreement is terminated, ~~Chief~~the ~~Operating~~Company ~~Officer~~may ~~and~~be ~~Chief~~required ~~Financial~~to ~~Officer~~return all or a portion of the deposit to InsCorp depending on the reasons for the termination of the Purchase Agreement as more fully described in the Purchase Agreement filed herewith as Exhibit 10.1.

~~Date:~~ The ~~July 11~~consummation of the transaction is subject to the satisfaction of various closing conditions, including receipt of all required regulatory approvals, and is expected to occur in the fourth quarter of 2006.

~~EXHIBIT~~Item 7.01 ~~INDEX~~Regulation FD.

Exhibit No.				Description
	99.1			Press release of Civitas BankGroup, Inc. issued July 11, 2006.

On August 28, 2006, the Company issued the press release furnished herewith as Exhibit 99.1 announcing that it had entered into the Purchase Agreement.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


	10.1			Purchase Agreement dated as of August 25, 2006 by and among Civitas BankGroup, Inc., InsCorp, Inc. and Insurors Bank of Tennessee. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to the Purchase Agreement have been omitted from this filing.

	10.2			Press release of Civitas BankGroup, Inc. dated August 28, 2006.

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.


CIVITAS BANKGROUP, INC.
By:	/s/ Lisa Musgrove
	Name:	Lisa Musgrove
	Title:	Executive Vice President, Chief Operating Officer and Chief Financial Officer

Date: August 28, 2006

EXHIBIT INDEX


Exhibit
No.		Description
	10.1	Purchase Agreement dated as of August 25, 2006 by and among Civitas BankGroup, Inc., InsCorp, Inc. and Insurors Bank of Tennessee. (Pursuant to Item 601(b)(2) of Regulation S-K, the schedules and exhibits to the Purchase Agreement have been omitted from this filing.

	99.1	Press release of Civitas BankGroup, Inc. dated August 28, 2006

UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

ItemTable 9.01.of Financial Statements and Exhibits.Contents

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