UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 320, 2015

PEOPLES FEDERAL BANCSHARES, INC.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in ~~Charter~~its charter)

Maryland	001-34801	27-2814821
(State or Other Jurisdiction Identification No.)	(Commission File No.)	(I.R.S. Employer of Incorporation)
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(IRS Employer Identification No.)

435 Market Street, Brighton, Massachusetts		02135
(Address of Principal Executive Offices)		(Zip Code)

435 Market Street

Brighton, MA 02135

(Address of Principal Executive Offices)

(617) 254-0707

(Registrant’s telephone number, including area code)

~~Not~~Check ~~Applicable~~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:

~~(Former~~¨ ~~name~~Written orcommunications ~~former~~pursuant ~~address,~~to ifRule ~~changed~~425 ~~since~~under ~~last~~the ~~report~~Securities Act (17 CFR 230.425)

~~Check~~¨ ~~the~~Soliciting ~~appropriate~~material ~~box~~pursuant ~~below~~to ifRule ~~the Form 8~~14a-K12 ~~filing is intended to simultaneously satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.~~2. below~~14a-12):

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

~~o Soliciting~~¨ ~~material~~Pre-commencement communications pursuant to Rule ~~14a~~ 13e-124(c) under the Exchange Act (17 CFR 240.~~14a~~13e-124(c))

~~o Pre-commencement~~ITEM ~~communications pursuant to Rule 14d-~~2~~(b) under~~.01 ~~the~~COMPLETION ~~Exchange~~OF ~~Act~~ACQUISITION ~~(17~~OR ~~CFR~~DISPOSITION ~~240~~OF ASSETS.~~14d-2(b))~~

~~o Pre-commencement~~As ~~communications~~previously disclosed, on August 5, 2014, Peoples Federal Bancshares, Inc. (the “Company”), the parent of Peoples Federal Savings Bank (“PFSB”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Independent Bank Corp. (“Independent”), Rockland Trust Company (“Rockland Trust”), the Company, and PFSB pursuant to ~~Rule 13e~~which Independent would acquire the Company and Rockland Trust would acquire PFSB, the wholly-4owned bank subsidiary of the Company (cthe “Merger”). The legal closing of the transactions contemplated by the Merger Agreement occurred on February ~~under~~20, 2015, and the ~~Exchange~~Merger ~~Act~~was ~~(17~~effective ~~CFR~~as ~~240~~of 11:59 p.~~13e-4~~m. on such date (cthe “Effective Time”)). As of the Effective Time, the Company was legally merged with and into Independent, with Independent as the surviving entity, and PFSB was legally merged with and into Rockland Trust, with Rockland Trust as the surviving entity.

~~Item~~Under 2the terms of the Merger Agreement, each share of the Company’s common stock was converted at the Effective Time into the right to receive either (i) $21.0200 in cash or (ii) 0.5523 ~~Results~~of a share of ~~Operations~~Independent common stock (provided, however, that cash will be issued in lieu of fractional shares) (the “Merger Consideration”). The Merger Agreement provides that 60% of the aggregate Merger Consideration must consist of shares of Independent common stock and ~~Financial~~40% ~~Condition~~of the aggregate Merger Consideration must consist of cash. Each holder of a vested or unvested option to purchase the Company’s common stock received a cash payment in settlement of such options.

OnITEM ~~February 2, 2015, Peoples Federal Bancshares, Inc~~3.01 ~~(the~~NOTICE ~~“Registrant”)~~OF ~~reported~~DELISTING ~~financial~~OR ~~results~~FAILURE ~~for~~TO ~~the~~SATISFY ~~fiscal first quarter ending December 31, 2014.~~ A ~~press~~CONTINUED ~~release~~LISTING ~~giving~~RULE ~~details~~OR ~~associated~~STANDARD; ~~with~~TRANSFER ~~the~~OF ~~Registrant’s earnings is attached as Exhibit 99~~LISTING.~~1 to this report. The information included in Exhibit 99.1 is considered to be “furnished” under the Securities Exchange Act of 1934.~~

~~Item~~The 9information disclosed in Item 2.01. ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is hereby incorporated by reference.

~~(a)~~In ~~Financial~~connection ~~Statements~~with the consummation of ~~Businesses~~the ~~Acquired.~~Merger ~~Not~~on ~~Applicable.~~February 20, ~~(b)~~2015, ~~Pro~~the ~~Forma~~Company ~~Financial~~notified ~~Information.~~the ~~Not~~NASDAQ ~~Applicable.~~Stock Market (c“NASDAQ”) that, ~~Shell~~as of the Effective Time, the Company ~~Transactions.~~would ~~Not~~be ~~Applicable.~~merged ~~(d)~~with ~~Exhibits~~and into Independent and each share of the Company’s common stock outstanding immediately prior to the Effective Time would be converted into and become exchangeable for the Merger Consideration and requested that NASDAQ file with the SEC a notification of removal from listing on Form 25 to report that shares of the Company’s common stock are no longer listed on NASDAQ.

Exhibit No.		Description
99.1		Press Release, dated February 2, 2015

ITEM 3.03

MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

2As of the Effective Time, holders of shares of the Company’s common stock ceased to have any rights as stockholders of the Company and were entitled only to receive the Merger Consideration.

~~SIGNATURES~~ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT.

~~Pursuant~~Independent tocompleted ~~the~~its ~~requirements~~acquisition of the ~~Securities~~Company in ~~Exchange~~accordance ~~Act~~with ~~of 1934,~~ the ~~Registrant~~Merger ~~has~~Agreement ~~duly~~effective ~~caused~~as ~~this~~of ~~report to be signed on its behalf by~~ the ~~undersigned,~~Effective ~~hereunto duly authorized~~Time.

		PEOPLES FEDERAL BANCSHARES, INC.
DATE: February 2, 2015	By:	/s/ Maurice H. Sullivan, Jr.
		Maurice H. Sullivan, Jr. Chairman and Chief Executive Officer

As previously disclosed, on August 5, 2014, the Company entered into the Merger Agreement. On November 25, 2014, the Merger Agreement was approved by the Company’s stockholders at a special meeting of stockholders.

3SIGNATURE

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.

Date: February 23, 2015

PEOPLES FEDERAL BANCSHARES, INC.

/s/ Maurice H. Sullivan, Jr.

Maurice H. Sullivan, Jr.

Chairman and Chief Executive Officer

Filing Compare · Peoples Federal Bancshares, Inc.