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): May 2, 2016 (May 2, 2016)

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 2.01. Completion of Acquisition or Disposition of Assets.

On May 2, 2016, OceanFirst Financial Corp. (the “Company”) completed its previously announced merger with Cape Bancorp, Inc. (“Cape”) pursuant to the Agreement and Plan of Merger, dated as of January 5, 2016 (the “Merger Agreement”), by and among the Company, Justice Merger Sub Corp., a wholly-owned subsidiary of the Company (“Merger Sub”), and Cape, pursuant to which (i) Merger Sub merged with and into Cape (the “First-Step Merger”), with Cape surviving, and (ii) immediately following the completion of the First-Step Merger, Cape merged with and into the Company (together with the First-Step Merger, the “Integrated Mergers”), with the Company surviving. Pursuant to the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of common stock, par value $0.01 per share, of Cape (the “Cape Common Stock”) issued and outstanding immediately prior to the Effective Time (other than certain shares of Cape Common Stock that were cancelled for no consideration pursuant to the terms of the Merger Agreement) was converted into the right to receive 0.6375 shares of the common stock, par value $0.01 per share, of the Company (the “Company Common Stock”) and $2.25 in cash without interest, together with cash in lieu of fractional shares of the Company Common Stock (the “Merger Consideration”). Also at the Effective Time, each option to purchase Cape Common Stock was converted into an option to purchase Company Common Stock on the same terms and conditions as were applicable prior to the First-Step Merger, except that the number of shares of Company Common Stock issuable upon exercise of a converted Cape stock option will be adjusted by multiplying the number of shares of Cape Common Stock subject to the Cape stock option by 0.75 (and rounding down to the nearest whole share), and the exercise price per share of a converted option will be adjusted by dividing the exercise price per share of the Cape stock option by 0.75 (and rounding up to the nearest whole cent). At the Effective Time, each Cape restricted stock award became fully vested and was converted into the right to receive the Merger Consideration.

Following the consummation of the Integrated Mergers, Cape Bank, a New Jersey-chartered savings bank, merged with and into OceanFirst Bank, a federally-chartered capital stock savings bank (“OceanFirst Bank”), with OceanFirst Bank surviving such merger (together with the Integrated Mergers, the “Transactions”).

The foregoing description of the Merger Agreement and the Transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on January 8, 2016 and is incorporated into this Item 2.01 by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Effective Time, Michael D. Devlin, former President and Chief Executive Officer of Cape and Cape Bank, was appointed to the Board of Directors of the Company and the Board of Directors of OceanFirst Bank, both of which have been expanded to 10 members.

Item 8.01. Other Events

On May 2, 2016, the Company issued a press release announcing the completion of the Transactions. A copy of the press release announcing the completion of the Transactions is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

In accordance with paragraph 9.01(a)(4) of Form 8-K, the Company will file an amendment to this Current Report on Form 8-K containing the financial statements required by Item 9.01(a) not later than 71 calendar days after the date that the initial Current Report on Form 8-K was required to be filed.

(b) Pro Forma Financial Information

In accordance with paragraph 9.01(b)(2) of Form 8-K, the Company will file an amendment to this Current Report on Form 8-K containing the financial statements required by Item 9.01(b) not later than 71 calendar days after the date that the initial Current Report on Form 8-K was required to be filed.

(d) Exhibits.

Exhibit Number	Description
99.1	Press Release of the Company

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 thereunto duly authorized.

Dated: May 2, 2016

OCEANFIRST FINANCIAL CORP.

/s/ Michael J. Fitzpatrick

Name: Michael J. Fitzpatrick

Title: Executive Vice President & CFO

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of the Company

EX-99.1

Exhibit 99.1

Company Contact:

Michael J. Fitzpatrick

Chief Financial Officer

OceanFirst Financial Corp.

Tel: (732)240-4500, ext. 7506

Fax: (732)349-5070

email: Mfitzpatrick@oceanfirst.com

FOR IMMEDIATE RELEASE

OceanFirst Financial Corp. Completes Acquisition

of Cape Bancorp, Inc.

TOMS RIVER, NEW JERSEY, May 2, 2016 – OceanFirst Financial Corp. (NASDAQ:OCFC), (“OceanFirst”), today announced the closing of its acquisition of Cape Bancorp, Inc. (“Cape”). OceanFirst is the holding company for OceanFirst Bank.

As a result of the acquisition, Cape Bank will operate as a division of OceanFirst Bank until the integration of operating systems is completed, which is expected in October 2016. In conjunction with the full integration of the operating systems, Cape Bank a division of OceanFirst Bank will be rebranded as OceanFirst Bank.

OceanFirst is the largest community bank headquartered in central and southern New Jersey with assets of $4.2 billion, loans of $3.2 billion, and deposits of $3.2 billion. OceanFirst Bank has 50 branches throughout Ocean, Monmouth, Middlesex, Atlantic, Cape May, Cumberland and Gloucester counties, New Jersey.

OceanFirst President and Chief Executive Offer, Christopher D. Maher, said, “We are pleased to welcome Cape customers, employees and stockholders to the OceanFirst family. Our commitment to meeting the financial needs of our customers throughout our entire franchise remains a primary focus and we will continue to deliver local-decision making and extraordinary customer care in our expanded market.” Mr. Maher added, “In order to ensure our commitment to the southern region of our franchise is met, Mark C. Foley has been appointed to the newly established role of President, Southern Division. Mark is a seasoned banking professional with more than 35 years of financial services experience.”

Upon completion of the merger, the former stockholders of Cape became entitled to receive $2.25 in cash, without interest, and 0.6375 of a share of OCFC common stock plus cash in lieu of any fractional shares of OCFC common stock.

Based on the $19.48 per share closing price of OCFC common stock on April 29, 2016, the total transaction value was approximately $195 million.

975 Hooper Avenue ● Toms River, NJ 08753 ● 732.240.4500 tel ● wwwoceanfirst.com

In accordance with the terms of the merger agreement, Michael D. Devlin, former President and Chief Executive Officer of Cape, has been added to the Board of Directors of OceanFirst Financial Corp. and OceanFirst Bank.

About OceanFirst Financial Corp.

OceanFirst Financial Corp.’s subsidiary, OceanFirst Bank, founded in 1902, is a community bank with $4.2 billion in assets and 50 branches located throughout central and southern, New Jersey. OceanFirst Bank delivers commercial and residential financing solutions, wealth management, and deposit services and is the largest and oldest community-based financial institution headquartered in Ocean County, New Jersey.

Forward-Looking Statements

This press release contains forward-looking statements. These forward-looking statements may include: management plans relating to the transaction; any statements of the plans and objectives of management for future operations, products or services, including the execution of integration plans; any statements of expectation or belief; projections related to certain financial metrics; and any statements of assumptions underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to numerous assumptions, risks and uncertainties, which change over time and are beyond our control. Forward-looking statements speak only as of the date they are made. OceanFirst assumes no duty and does not undertake to update forward-looking statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ, possibly materially, from those that OceanFirst anticipated in its forward-looking statements and future results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not limited to, those included under Item 1A “Risk Factors” in OceanFirst’s Annual Report on Form 10-K, those disclosed in OceanFirst’s other periodic reports filed with the Securities and Exchange Commission, as well as the possibility: that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that following the completion of the transaction, OceanFirst’s business may not perform as expected due to transaction-related uncertainty or other factors; that OceanFirst is unable to successfully implement integration strategies; reputational risks and the reaction of OceanFirst’s customers, employees and other constituents to the transaction; and diversion of management time on integration-related matters. For any forward-looking statements made in this press release or in any documents, OceanFirst claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.

975 Hooper Avenue ● Toms River, NJ 08753 ● 732.240.4500 tel ● wwwoceanfirst.com