8-K

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 : November 3, 2009

OceanFirst Financial Corp.

(Exact name of registrant as specified in its charter)

Delaware	001-11713	22-3412577
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

975 Hooper Avenue, Toms River, New Jersey	08753
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (732) 240-4500

N/A

(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 (see General Instruction A.2. below):

¨ 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 November 3, 2009, OceanFirst Financial Corp. issued a press release announcing the closing of its previously announced underwritten public offering of 5,556,000 shares of its common stock at a public offering price of $9.00 per share. A copy of the press release is attached hereto as Exhibit 99.1.

Forward-Looking Statements

Statements contained in this current report on Form 8-K, including Exhibit 99.1, contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer to as the Securities Act and Section 21E of the Securities Exchange Act of 1934, which we refer to as the Exchange Act, with respect to the financial condition, liquidity, results of operations, future performance and business of OceanFirst Financial Corp. (“Ocean First”). These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond our control). The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements.

Forward-looking statements are subject to various risks and uncertainties, which change over time, are based on management’s expectations and assumptions at the time the statements are made. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. While we believe our plans, objectives, goals, expectations, anticipations, estimates and intentions as reflected in these forward-looking statements are reasonable, we can give no assurance that any of them will be achieved. You should understand that various factors could affect our future results and could cause results to differ materially from those expressed in these forward-looking statements.

Actual outcomes and results may differ materially from what is expressed in our forward-looking statements or disclosed in our other SEC filings. Forward-looking statements should not be relied upon as representing our expectations or beliefs as of any date subsequent to the time of this filing. We undertake no obligation to revise the forward-looking statements contained in this filing to reflect events after the time it is filed with the SEC. Though we strive to monitor and mitigate risk, we cannot anticipate all potential economic, operational and financial developments that may adversely impact our operations and our financial results.

Forward-looking statements should not be viewed as predictions, and should not be the primary basis upon which investors evaluate OceanFirst. Any investor in OceanFirst should consider all risks and uncertainties disclosed in our SEC filings all of which are accessible on the SEC’s website at http://www.sec.gov.

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Item 9.01 Financial Statements and Exhibits.

Exhibit No.
5.1	Opinion of Locke Lord Bissell & Liddell LLP
23.1	Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1).
99.1	Press Release, dated November 3, 2009.

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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.

Dated: November 3, 2009

OCEANFIRST FINANCIAL CORP.
By:	/s/    MICHAEL J. FITZPATRICK
Name:	Michael J. Fitzpatrick
Title:	Executive Vice President and Chief Financial Officer

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EXHIBIT INDEX

Exhibit No.
5.1	Opinion of Locke Lord Bissell & Liddell LLP
23.1	Consent of Locke Lord Bissell & Liddell LLP (included in Exhibit 5.1).
99.1	Press Release, dated November 3, 2009.

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EX-5.1

Exhibit 5.1

401 9th Street NW, Suite 400 South Washington, DC 20004 Telephone: 202-220-6900 Fax: 202-220-6945 www.lockelord.com   John Bruno Direct Telephone: 202-220-6963 Direct Fax: 202-521-4203 jbruno@lockelord.com

November 3, 2009

OceanFirst Financial Corp.

975 Hooper Avenue

Toms River, New Jersey 08753

Dear Ladies and Gentlemen:

We have acted as counsel to OceanFirst Financial Corp., a Delaware corporation (the “Company”), in connection with the public offering of shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The Common Stock is being sold pursuant to the terms of the Underwriting Agreement, dated October 28, 2009 (the “Underwriting Agreement”), between the Company and Sandler O’Neill + Partners, L.P., as representative of the several underwriters listed in Schedule A thereto (the “Underwriters”). The Underwriting Agreement provides for the purchase by the Underwriters of: (a) 5,556,000 shares of Common Stock to be issued and sold by the Company (the “Firm Shares”) and (b) at the option of the Underwriters, up to 833,400 additional shares of Common Stock to cover over-allotments, if any (together with the Firm Shares, the “Shares”). This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering this opinion, we have examined: (a) the Registration Statement on Form S-3 (Registration No. 333-160113) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act, relating, in part, to the registration of the Shares, as it was filed on June 19, 2009 and as it became effective on June 29, 2009 (such Registration Statement, including the exhibits and any schedules thereto, the documents incorporated or deemed incorporated by reference therein through the date hereof being hereinafter referred to as the “Registration Statement”), (b) the prospectus of the Company dated June 29 2009 (the “Base Prospectus”), as supplemented by the prospectus supplement, dated October 28, 2009 relating to the Shares, as filed with the Commission in final form on October 29, 2009 pursuant to Rule 424(b)(4) under the Securities Act (such Base Prospectus and prospectus supplement, including the documents incorporated or deemed incorporated by reference therein through the date hereof, being hereinafter referred to as the “Prospectus”), (c) the Prospectus in preliminary form as filed with the Commission on October 26, 2009 pursuant to Rule 424(b)(3) under the Securities Act, (d) the free writing prospectus relating to the Shares dated October 26, 2009 and filed with the Commission pursuant to Rule 433 under the Securities Act, (e) the Underwriting Agreement, (f) Certified Certificate of Incorporation of the Company, dated as of a recent date, from the Secretary of the State of Delaware, (g) Bylaws of the Company, (h) certificates of officers of the Company dated as of November 3, 2009, (i) certificates of governmental officials, and (j) such records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein.

OceanFirst Financial Corp.

November 3, 2009

Page 2

In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. We have not performed any independent investigation other than the document examination described. As to any facts material to our opinions, we have relied upon the aforesaid agreements, instruments, certificates, documents and records noted in (a) through (j) above (including the representations, warranties, covenants and agreements of the Company given in, pursuant to or in connection with the agreements, instruments, certificates, documents and records noted in (a) through (j) above). We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures. In rendering this opinion we have assumed that 12,432,556 shares of the Company’s Common Stock are outstanding. This opinion is limited to the laws of the State of Delaware.

Based upon and subject to the foregoing, we are of the opinion that the Shares (including up to 833,400 shares of Common Stock if the Underwriters exercise their over-allotment option), to be sold by the Company, when sold in the manner and for the consideration contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable.

This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.

We hereby consent to the filing of this opinion with the Commission and the use of our name in the section entitled “Validity of Common Stock” in the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations thereunder.

Very truly yours,
LOCKE LORD BISSELL & LIDDELL LLP
By:	/s/ John Bruno
	John Bruno

EX-99.1

Exhibit 99.1

OceanFirst Financial Corp. Completes Sale of 5,556,000 Shares of Common Stock

Toms River, N.J. —November 3, 2009 — OceanFirst Financial Corp. (NASDAQ: OCFC) announced today that it has completed its offering of 5,556,000 shares of its common stock to the public at $9.00 per share.

Sandler O’Neill + Partners, L.P. and Stifel, Nicolaus & Company, Incorporated acted as joint book-running managers, and Keefe, Bruyette & Woods, Inc. and Sterne, Agee & Leach, Inc. acted as co-managers for the offering. The offering was made pursuant to an effective shelf registration statement filed with the SEC. OceanFirst expects to use a portion of the net proceeds of approximately $46.9 million from this offering to repurchase the Fixed Rate Cumulative Perpetual Preferred Stock, Series A sold to the U.S. Treasury pursuant to the Capital Purchase Program of the Troubled Asset Relief Program (“TARP”), and to repurchase the Fixed Rate Cumulative Perpetual Preferred Stock of Central Jersey Bancorp (“Central Jersey”) sold to the U.S. Treasury pursuant to the Capital Purchase Program of the TARP, in the event such Preferred Stock remains outstanding after consummation of the Company’s merger with Central Jersey. Both OceanFirst and Central Jersey have submitted applications to repurchase their respective shares of Preferred Stock, however, OceanFirst cannot predict when, or if, approval of either application will be granted to repurchase these shares. Net proceeds of the offering not used to repurchase the Preferred Stock will be used for general corporate purposes.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. OceanFirst has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates, and such registration statement has been declared effective. Prospective investors should read the prospectus in that registration statement, the prospectus supplement and other documents that OceanFirst has filed with the SEC for more complete information about OceanFirst and the offering. Investors may obtain these documents without charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and the prospectus relating to the offering may be obtained from Sandler O’Neill + Partners, L.P., 919 Third Avenue, 6th Floor, New York, New York 10022, 800-635-6859; or from Stifel, Nicolaus & Company, Incorporated., Syndicate Department, 237 Park Avenue, New York, New York 10017, 800-488-0970.

Cautionary Statement Regarding Forward-Looking Information:

This press release may contain 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, with respect to the ability of OceanFirst to offer and sell securities including common stock, the proposed merger with Central Jersey Bancorp and the financial condition, liquidity, results of operations, future performance and business of OceanFirst. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. These forward-looking statements include statements with respect to management’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond management’s control). The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about OceanFirst and are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking statements. A number of those risks, trends and uncertainties are discussed in OceanFirst’s SEC reports, including OceanFirst’s annual report on Form 10-K and quarterly reports on Form 10-Q, as well as the registration statement relating to the offering to which this communication relates all of which are accessible on the SEC’s website at http://www.sec.gov. Any forward-looking statements in this press release should be evaluated in light of those important risk factors. Forward-looking statements contained in this press release are made only as of the date hereof, and OceanFirst undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.