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 10, 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 10, 2009, OceanFirst Financial Corp. (the “Company”) issued a press release announcing the closing of the underwriters’ exercise of their over-allotment option to purchase an additional 833,400 shares of the Company’s common stock at a purchase price to the public of $9.00 per share and to the underwriters of $8.55 per share. The over-allotment option, which the underwriters exercised on November 5, 2009, was granted to the underwriters in connection with the Company’s underwritten public offering of 5,556,000 shares of its common stock. 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 and Section 21E of the Securities Exchange Act of 1934 with respect to the financial condition, liquidity, results of operations, future performance and business of OceanFirst Financial Corp. (“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.

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. Management’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. While management believes its plans, objectives, goals, expectations, anticipations, estimates and intentions as reflected in these forward-looking statements are reasonable, management can give no assurance that any of them will be achieved. You should understand that various factors could affect OceanFirst’s 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 OceanFirst’s forward-looking statements or disclosed in OceanFirst’s other SEC filings. Forward-looking statements should not be relied upon as representing management’s expectations or beliefs as of any date subsequent to the time of this filing. Management undertakes 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 management strives to monitor and mitigate risk, management cannot anticipate all potential economic, operational and financial developments that may adversely impact OceanFirst’s operations and OceanFirst’s 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.
99.1	Press Release dated November 10, 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 10, 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.
99.1	Press Release dated November 10, 2009.

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EX-99.1

Exhibit 99.1

OceanFirst Financial Corp. Over-Allotment Option Exercised

Toms River, N.J. —November 10, 2009 — OceanFirst Financial Corp. (NASDAQ: OCFC) announced today the closing of the underwriters’ exercise of their over-allotment option to purchase an additional 833,400 shares of OceanFirst’s common stock at a purchase price of $8.55 per share to the underwriters and $9.00 per share to the public. The over-allotment option, which the underwriters exercised on November 5, 2009, was granted in connection with OceanFirst’s previously announced public offering of 5,556,000 shares of its common stock at a price to the public of $9.00 per share. OceanFirst expects net proceeds from the offering, including the exercise of the over-allotment option, after deducting underwriting discounts and estimated offering expenses to be approximately $54.0 million. OceanFirst intends to use the net proceeds 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.

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.

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. 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, Inc., 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.