8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): July 26, 2010

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

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

975 HOOPER AVENUE, TOMS RIVER, NEW JERSEY 08753

(Address of principal executive offices, including zip code)

(732)240-4500

(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 140.13e-4(c))

ITEM 7.01 REGULATION FD DISCLOSURE

OceanFirst Financial Corp. (the “Company”) is scheduled to make presentations to current and prospective investors. Attached as Exhibit 99.1 of this Form 8-K is a copy of the presentation which OceanFirst Financial Corp. will make available at these presentations and will post on its website at www.oceanfirst.com. This report is being furnished to the SEC and shall not be deemed “filed” for any purpose.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) EXHIBITS

99.1 Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors.

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.

OCEANFIRST FINANCIAL CORP.

/S/    Michael Fitzpatrick        

Michael Fitzpatrick

Executive Vice President and

Chief Financial Officer

Dated: July 26, 2010

Exhibit Index

Exhibit	Description
99.1	Text of written presentation which OceanFirst Financial Corp. intends to provide to current and prospective investors.

EX-99.1

NASDAQ: OCFC

1

OceanFirst

OceanFirst

Financial Corp.

Financial Corp.

John

John

R.

R.

Garbarino

Garbarino

-

-

Chairman,

Chairman,

CEO

CEO

Vito

Vito

R.

R.

Nardelli

Nardelli

-

-

President,

President,

COO

COO

Michael

Michael

J.

J.

Fitzpatrick

Fitzpatrick

-

-

Executive

Executive

Vice

Vice

President,

President,

CFO

CFO

KEEFE, BRUYETTE & WOODS

KEEFE, BRUYETTE & WOODS

COMMUNITY BANK INVESTOR CONFERENCE

COMMUNITY BANK INVESTOR CONFERENCE

JULY 28, 2010

JULY 28, 2010

Exhibit 99.1

NASDAQ: OCFC

2

OceanFirst

OceanFirst

Financial Corp.

Financial Corp.

Forward Looking Statements:

This

presentation

contains

certain

forward-looking

statements

which

are

based

on

certain

assumptions

and

describe

future

plans,

strategies

and

expectations

of

the

Company.

These

forward-looking

statements

are

generally

identified

by

use

of

the

words

“believe”,

“expect”,

“intend”,

“anticipate”,

“estimate”,

“project”,

or

similar

expressions.

The

Company’s

ability

to

predict

results

or

the

actual

effect

of

future

plans

or

strategies

is

inherently

uncertain.

Factors

which

could

have

a

material

adverse

effect

on

the

operations

of

the

Company

and

the

subsidiaries

include,

but

are

not

limited

to,

changes

in

interest

rates,

general

economic

conditions,

legislative/regulatory

changes,

monetary

and

fiscal

policies

of

the

U.S.

Government,

including

policies

of

the

U.S.

Treasury

and

the

Board

of

Governors

of

the

Federal

Reserve

System,

the

quality

or

composition

of

the

loan

or

investment

portfolios,

demand

for

loan

products,

deposit

flows,

competition,

demand

for

financial

services

in

the

Company’s

market

area

and

accounting

principles

and

guidelines.

These

risks

and

uncertainties

should

be

considered

in

evaluating

forward-looking

statements

and

undue

reliance

should

not

be

placed

on

such

statements.

The

Company

does

not

undertake

–

and

specifically

disclaims

any

obligation

–

to

publicly

release

the

result

of

any

revisions

which

may

be

made

to

any

forward-looking

statements

to

reflect

events

or

circumstances

after

the

date

of

such

statements

or

to

reflect

the

occurrence

of

anticipated

or

unanticipated

events.

NASDAQ: OCFC

3

Our 108-Year History

Our 108-Year History

Founded at the Jersey Shore in 1902, OceanFirst

converts to public

company

from

a

mutual

structure

on

July

2,

1996

with

an

issuance

of  

27.2 million¹

shares to the Bank's eligible depositors,

our Employee Stock Ownership Plan, and the OceanFirst

Foundation.

As a healthy institution, accepted the Preferred Stock investment of the      

U.S. Treasury under the Capital Purchase Plan for $38.3 million on

January 16, 2009.  Subsequently raised $54.2 million from a follow-on

common stock offering in November 2009 with the proceeds used to

redeem the Preferred Stock investment on December 30, 2009.

¹

Split adjusted

Entered mortgage banking business with acquisition of Columbia Home

Loans in 2000; shuttered the subsidiary in 2007.

NASDAQ: OCFC

4

#

#

#

#

#

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

!

(

Ocean

Burlington

Morris

Sussex

Atlantic

Salem

Warren

Monmouth

Hunterdon

Cumberland

Bergen

Mercer

Somerset

Middlesex

Gloucester

Camden

Passaic

Cape May

Essex

Union

Hudson

Corporate Profile

Corporate Profile

Philadelphia

New York

Community Bank serving the

Jersey Shore -

$2.2 billion in

assets and 23 branch offices

Core

deposit

funded

–

80%

of

total deposits

Locally originated loan portfolio

with no brokered loans

Residential and commercial

mortgages

Consumer equity loans and

lines

C&I loans and lines

Note:  See Appendix 1 for Market Demographic information.

NASDAQ: OCFC

5

Experienced Executive Management Team

Experienced Executive Management Team

Insider ownership of 28.0% is substantial

OceanFirst

Bank ESOP 10.5%

OceanFirst

Foundation 7.4%

Directors & Senior Executive Officers 10.1%

As of the March 9, 2010 proxy record date.

Name

Position

# of

Years

at OCFC

# of

Years in

Banking

Professional Experience

John R. Garbarino

Chairman, Chief Executive Officer

39

39

John R. Garbarino has served as Chairman and Chief Executive Officer

of OceanFirst Financial Corp. since 1995.  He has served in various

capacities for OceanFirst Bank since 1971 and has been a member of

the Bank’s senior management since 1979.  In 1985, he was elected

President and Chief Executive Officer of the Bank.  He has been a

member of the Bank’s Board of Directors since 1984 and was appointed

Chairman of the Board in 1989.

Vito R. Nardelli

President, Chief Operating Officer

6

36

Vito R. Nardelli succeeded John Garbarino as President effective

July 21, 2010 and had been Executive Vice President, Chief Operating

Officer of OceanFirst Bank since September 2005.  He has been

employed with the Bank since June 1, 2004.  Prior to that, he had an

extensive career of over 30 years in community banking in New Jersey

and also prior experience with First Union Financial Corp., Chase

Manhattan Bank, and Marine Midland Bank.  He has also served as

Director of Retail Banking for The Trust Company of New Jersey and,

until 2003, as Division President of the Dime Savings Bank of  

New Jersey.

Michael J. Fitzpatrick

Executive Vice President, Chief Financial Officer

18

18

Michael J. Fitzpatrick has been Executive Vice President and Chief

Financial Officer of OceanFirst

Financial Corp. since 1995.  He has also

been Executive Vice President and Chief Financial Officer of OceanFirst

Bank

since

1992,

when

he

joined

the

firm.

Prior

to

that,

he

was

with

KPMG for 11 years.

NASDAQ: OCFC

6

Our Strategy

Our Strategy

Positioned as the Community Bank of Choice in attractive Central

Jersey Shore market

Offering a full range of consumer and commercial banking products

with diversified income streams

Guarding

credit

quality

in

ALL

business

cycles

Transitioning balance sheet with current emphasis on core deposit

funding and commercial lending growth

Ready for in-market roll-up opportunities presented by smaller,

“regulatory fatigued”

competitors

NASDAQ: OCFC

7

Deposit Market Share

Deposit Market Share

June 30, 2009

# of

Dep. In Mkt.

Mkt. Shr.

Rank

Institution

Branches

($000)

(%)

Ocean County, NJ

1

Hudson City Bancorp Inc. (NJ)

13

2,375,136

18.71

2

Wells Fargo & Co. (CA)

28

2,099,640

16.54

3

Toronto-Dominion Bank

20

1,760,300

13.87

4

Banco Santander S.A.

25

1,485,578

11.70

5

Bank of America Corp. (NC)

24

1,293,891

10.19

6

OceanFirst Financial Corp. (NJ)

18

1,179,785

9.29

7

Investors Bancorp Inc. (MHC) (NJ)

9

602,140

4.74

8

PNC Financial Services Group (PA)

12

463,303

3.65

9

Sun Bancorp Inc. (NJ)

6

228,140

1.80

10

Shore Community Bank (NJ)

6

190,051

1.50

Total For Institutions In Market

195

12,693,674

Source:  FDIC

NASDAQ: OCFC

8

Deposit Composition Transition

Deposit Composition Transition

(1) Jumbo CDs have a balance of $100,000 or greater.

December 31, 2005

June 30, 2010

Interest

Bearing

Demand

Deposits,

48.6%

Non-Interest

Bearing

Demand

Deposits,

8.9%

Jumbo Time

Deposits(1),

5.2%

Retail Time

Deposits,

14.7%

MMDA &

Savings,

22.6%

Interest

Bearing

Demand

Deposits,

28.2%

Non-Interest

Bearing

Demand

Deposits,

8.9%

Jumbo Time

Deposits(1),

8.1%

Retail Time

Deposits,

27.7%

MMDA &

Savings,

27.1%

NASDAQ: OCFC

9

Loan Composition Transition

Loan Composition Transition

(1)

Consumer and other loans primarily consist of home equity lines and loans.

Note:

See Appendix 2 for specific portfolio metrics and commercial portfolio segmentation.

Commercial

R.E., 25.3%

Residential

R.E., 56.8%

Commercial

& Industrial,

4.6%

Construction

R.E., 0.6%

Consumer &

Other(1),

12.7%

Commercial

R.E., 16.5%

Residential

R.E., 69.8%

Commercial

& Industrial,

3.8%

Construction

R.E., 1.3%

Consumer &

Other(1),

8.6%

December 31, 2005

June 30, 2010

NASDAQ: OCFC

10

Commercial

Real Estate and

Construction

Commercial

Consumer

One-to-Four

Family

Total

Loan Portfolio Balance

$436,404

$77,876

$214,178

$957,208

$1,685,666

Non-Performing Loans

$3,199

$979

$3,789

$21,246

$29,213

Percent of Portfolio

0.73%

1.26%

1.77%

2.22%

1.73%

Percent of Total Loans

0.19%

0.06%

0.22%

1.26%

1.73%

Overall Strength in a Diversified Portfolio

Overall Strength in a Diversified Portfolio

Data

as

of

June

30,

2010

–

dollars

in

thousands

NASDAQ: OCFC

11

Prudent Credit Risk Management

Prudent Credit Risk Management

Building Loan Loss Reserves

0

1000

2000

3000

4000

5000

6000

12/31/08

12/31/09

6/30/10

Net Charge-Offs

Provision for Loan Losses

Year-Ended

Six Months

NASDAQ: OCFC

12

Favorable Residential Past Due Comparisons

Favorable Residential Past Due Comparisons

Quarterly Delinquency Trends

0.00%

2.00%

4.00%

6.00%

8.00%

10.00%

12.00%

14.00%

16.00%

18.00%

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

2Q

3Q

4Q

1Q

05

06

07

08

09

10

OCFC All Mortgage Loans

MBA NJ Mortgage Loans

MBA NJ Conventional (Prime) Mortgage Loans

NASDAQ: OCFC

13

Attractive, Expanding Net Interest Margin

Attractive, Expanding Net Interest Margin

(1) 2007 adversely impacted by losses in the shuttering of Columbia Home Loans.

2.5%

2.7%

2.9%

3.1%

3.3%

3.5%

3.7%

3.9%

2006

2007 (1)

2008

2009

Six Months Ended

6/30/10

NASDAQ: OCFC

14

Growing Non-Interest Income

Growing Non-Interest Income

(1) 2007 adversely impacted by losses in the shuttering of Columbia Home Loans.

0.0%

0.1%

0.2%

0.3%

0.4%

0.5%

0.6%

0.7%

0.8%

0.9%

2006

2007 (1)

2008

2009

Six Months

Ended

6/30/10

Non-Interest Income/Average Assets

NASDAQ: OCFC

15

Double-Digit Returns on Equity

Double-Digit Returns on Equity

(1) 2007 adversely impacted by losses in the shuttering of Columbia Home Loans.

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

12.0%

14.0%

2006

2007 (1)

2008

2009

Six Months

Ended

6/30/10

NASDAQ: OCFC

16

Strong Tangible Common Equity

Strong Tangible Common Equity

0.0%

2.0%

4.0%

6.0%

8.0%

10.0%

2006

2007

2008

2009

6/30/2010

At December 31

NASDAQ: OCFC

17

Attractive Valuation Metrics

Attractive Valuation Metrics

OCFC

Peers¹

Valuation

Price / Tang. Book Value

112%

134%

Price / LQA EPS

10.8x

16.0x

Price / Estimated EPS

11.3x

13.3x

¹

Peers include: ALNC, CNBC, DCOM, FFIC, HUVL, LBAI, PBNY, PGC, SMTB, STBC, STL, SUBK, and TRST

Note:

Financial data for the period ended June 30, 2010; Source:  Sandler O’Neill

OCFC incorporates $11.62 share price as of July 21, 2010

NASDAQ: OCFC

18

Why OCFC…?

Why OCFC…?

Fundamental

franchise

value

–

superior

market

demographics

Experienced management team and insider ownership

Consistent financial performance

Conservative credit culture and profile

Strong balance sheet and capital base

Demonstrated financial management

Attractive current valuation

NASDAQ: OCFC

19

THANK YOU

THANK YOU

FOR YOUR INTEREST IN

FOR YOUR INTEREST IN

OCEANFIRST FINANCIAL CORP.

OCEANFIRST FINANCIAL CORP.

NASDAQ: OCFC

20

Market Demographics

Market Demographics

APPENDIX 1

Ocean

Monmouth

Middlesex

New Jersey

National

% of OceanFirst Deposits

85.6

10.6

3.8

Market Rank

6

18

34

Market Share (%)

9.3

0.9

0.3

Population

575,822

646,088

795,633

Projected 2009-2014

Population Growth (%)

4.9

1.8

2.2

1.7

4.6

Median Household Income ($)

60,787

83,164

79,468

72,809

54,719

Projected 2009-2014 Median

Household Income Growth (%)

11.6

5.9

5.4

5.6

4.1

As of June 30, 2009

SNL Financial

NASDAQ: OCFC

21

One-to-Four Family Loans

Average size of mortgage loans

$186,000

Interest-only loans - Amount

$97.2 million

- Percent of total one-to-four family loans

10.0%

Stated income loans - Amount

$66.6 million

- Percent of total one-to-four family loans

6.8%

Weighted average loan-to-value ratio

58%

Weighted average loan-to-value ratio of loans originated for the year ended December 31, 2009

62%

Weighted average loan-to-value ratio of loans originated for the six months ended June 30, 2010

63%

Average FICO score 

744

Average FICO score of loans originated for the year ended December 31, 2009

756

Average FICO score of loans originated for the six months ended June 30, 2010

761

Percent of jumbo loans at origination

45.5%

Percent of loans outside the New York/New Jersey market

6.3%

Percent of loans for second homes

7.7%

APPENDIX 2

Loan Portfolio Metrics

Loan Portfolio Metrics

NASDAQ: OCFC

22

Commercial Real Estate

Average size of commercial real estate loans

$684,000

Largest commercial real estate loan

$13.8 million

Commercial Loans

Average size of commercial loan

$167,000

Largest commercial loan

$14.4 million

As of June 30, 2010, unless otherwise noted.

APPENDIX 2

(Cont’d)

Loan Portfolio Metrics (Cont’d)

Loan Portfolio Metrics (Cont’d)

NASDAQ: OCFC

23

Commercial Portfolio Segmentation

Commercial Portfolio Segmentation

Construction, 7.3%

Retail Trade, 4.0%

Other Services, 5.0%

Miscellaneous, 14.2%

Real Estate

Investment, 32.0%

Manufacturing, 5.5%

Arts/Entertainment/

Recreation, 9.5%

Wholesale Trade,

8.6%

Accommodations/

Food Services, 7.1%

Healthcare, 6.8%

Total Commercial Loan Portfolio

by Industry Concentration

Real Estate Investment by

Property Concentration

Office, 28.2%

Retail Store, 7.8%

Multi-Family, 6.0%

Land, 5.0%

Commercial

Development, 5.8%

Residential

Development, 7.2%

Miscellaneous, 14.8%

Industrial/

Warehouse, 15.7%

Shopping Center, 9.5%

As of June 30, 2010

APPENDIX 2

(Cont’d)