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): April 29, 2016

BAYLAKE CORP.

(Exact name of registrant as specified in its charter)

Wisconsin		001-16339		39-1268055
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

217 North Fourth Avenue

Sturgeon Bay, Wisconsin 54235

(Address of principal executive offices)

(920) 743-5551

(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))

Introductory Note

On April 29, 2016, Baylake Corp. (“Baylake”) completed its previously announced merger (the “Merger”) with Nicolet Bankshares, Inc. (“Nicolet”), pursuant to the terms of Agreement and Plan of Merger, dated September 8, 2015, by and between Nicolet and Baylake (the “Merger Agreement”). At the effective time of the Merger (the “Effective Time”), Baylake merged with and into Nicolet, with Nicolet surviving the Merger. Immediately following the Effective Time, Baylake’s wholly owned subsidiary, Baylake Bank, merged with and into Nicolet’s wholly owned subsidiary, Nicolet National Bank (the “Nicolet Bank”) pursuant to the terms of the Plan of Merger (the “Bank Plan of Merger”) by and between the Bank and Baylake Bank (the “Bank Merger”).

As a result of the Merger, each issued and outstanding share of Baylake common stock (other than Baylake common stock held in treasury by Baylake or held directly or indirectly by Nicolet, which shares were canceled) were exchanged for the right to receive 0.4517 of a share of Nicolet common stock and cash in lieu of any fractional shares.

Subject to the exchange ratio of 0.4517, each restricted stock unit and option granted by Baylake, whether vested or unvested, was adjusted under a Baylake stock plan to be exercisable for Nicolet common stock.

In total, Nicolet issued approximately 4,335,000 shares of its common stock to former Baylake shareholders on April 29, 2016.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Merger Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

Item 2.01

Completion of Acquisition or Disposition of Assets.

BAYLAKE CORP 8-K