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): September 28, 2012

POLONIA BANCORP

(Exact Name of Registrant as Specified in Its Charter)

United States	0- 52267	41-2224099
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation or organization)	File Number)	Identification No.)

3993 Huntingdon Pike, 3^rd Floor, Huntingdon Valley, Pennsylvania 19006

(Address of principal executive offices) (Zip Code)

(215) 938-8800

(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:

¨ 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 September 28, 2012, Polonia Bancorp (the “Company”), holding company for Polonia Bank, announced that the Company’s Plan of Conversion and Reorganization was approved by members of Polonia MHC and the shareholders of the Company at separate meetings held on September 27, 2012.

The Company also announced that new Polonia Bancorp, Inc. has received orders to purchase common stock sufficient to complete the offering being conducted in connection with the second-step conversion of Polonia Bank. A total of 1,307,253 shares of common stock will be sold in the subscription and community offering at $8.00 per share, including 88,239 shares to be purchased by the Polonia Bank Employee Stock Ownership Plan. The conversion and offering are expected to be completed on October 3, 2012.

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

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Number

Description

99.1

Press Release dated September 28, 2012

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.

	POLONIA BANCORP


Date: September 28, 2012	By:	Paul D. Rutkowski
		Paul D. Rutkowski
		Chief Financial Officer and
		Corporate Secretary

Polonia Bancorp 8-K