S-8

As filed with the Securities and Exchange Commission on April 24, 2013 Registration No. __________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

New Jersey	22-3537895
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921

(Address of principal executive office with zip code)

PEAPACK-GLADSTONE FINANCIAL CORPORATION 2012 LONG-TERM STOCK INCENTIVE PLAN,

as Amended

(Full title of the Plan)

Jeffrey J. Carfora, Chief Financial Officer

500 Hills Drive, Suite 300

Bedminster, New Jersey 07291

(908) 234-0700

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______

Copies to:

Michael T. Rave, Esq.

Day Pitney LLP

One Jefferson Road

Parsippany, New Jersey 07054

(973) 966-8123

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	Accelerated filer ý
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company  o

CALCULATION OF REGISTRATION FEE

Title of Securities to be Registered	Amount to be Registered (1)	Proposed Maximum Offering Price Per Share (2)	Proposed Maximum Aggregate Offering Price (2)	Amount of Registration Fee
Common Stock, no par value	200,000 shares	$14.06	$2,812,000	$383.56

__________________________

(1) The Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan, as amended (the “plan”), currently authorizes the issuance of 400,000 shares of our common stock, no par value (including the shares registered by this registration statement) (the “Common Stock”). We have previously registered 200,000 shares of Common Stock for issuance under the plan. This Registration Statement is registering the additional 200,000 shares of Common Stock issuable under the Plan, as recently approved by our shareholders. In addition, pursuant to Rule 416 under the Securities Act of 1933 (the “Securities Act”), this Registration Statement also covers an indeterminate number of shares of Common Stock that may be issuable pursuant to anti-dilution provisions contained in the Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan (the “Plan”).

(2) Estimated solely for the purpose of calculating the registration fee. Such estimate has been computed in accordance with Rule 457(c) and Rule 457(h) of the Securities Act based on the average of the high and low prices of the Common Stock as reported on NASDAQ on April 22, 2013.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

All information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933 (the “Securities Act”) and Part I of Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Registration of Additional Securities

The Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan, as amended, currently authorizes the issuance of an aggregate of 400,000 shares of Common Stock. The Registrant has previously registered 200,000 shares of Common Stock issuable under the plan pursuant to a Registration Statement on Form S-8 (No. 333-181041) filed with the Commission on April 30, 2012 (the “Prior Registration Statement”). Under this Registration Statement, the Registrant is registering an additional 200,000 shares of Common Stock issuable under the plan. The contents of the Prior Registration Statement are incorporated by reference herein to the extent not modified or superseded thereby or by any subsequently filed document that is incorporated by reference herein or therein.

ITEM 5. Interests of Named Experts and Counsel

Certain legal matters relating to the issuance of the shares of the Company’s Common Stock offered hereby have been passed upon by Day Pitney LLP, counsel to the Company. Partners and other attorneys involved in the preparation of the Registration Statement in the law firm of Day Pitney LLP do not beneficially own any shares of the Company as of April 24, 2013.

ITEM 8. Exhibits

5.1	Opinion of Day Pitney LLP
23.1	Consent of Crowe Horwath LLP
23.2	Consent of Day Pitney LLP (included in Exhibit 5.1 hereto)
24.1	Power of Attorney (included on the signature page hereto)

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Township of Bedminster, State of New Jersey, on the 18^th day of April, 2013.

PEAPACK-GLADSTONE FINANCIAL CORPORATION
By:	/s/ Douglas L. Kennedy
	Douglas L. Kennedy
	Chief Executive Officer

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Douglas L. Kennedy and Jeffrey J. Carfora, and each of them, as attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign on his or her behalf, individually and in any and all capacities, including the capacities stated below, any and all amendments (including post-effective amendments) to this Registration Statement and any registration statements filed by the registrant pursuant to Rule 462(b) of the Securities Act of 1933, as amended, relating thereto and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on April 18, 2013:

Signature	Title	Date
/s/ Douglas L. Kennedy	Chief Executive Officer and Director	April 18, 2013
Douglas L. Kennedy
/s/ Jeffrey J. Carfora	Executive Vice President and Chief Financial Officer	April 18, 2013
Jeffrey J. Carfora	(Principal Financial Officer and Principal Accounting Officer)
/s/ Frank A. Kissel	Chairman of the Board	April 18, 2013
Frank A. Kissel
/s/ Finn M.W. Caspersen, Jr.	Director, Senior Executive Vice President, Chief Operating	April 18, 2013
Finn M.W. Caspersen, Jr.	Officer and General Counsel
/s/ Anthony J. Consi, II	Director	April 18, 2013
Anthony J. Consi, II
/s/ Edward A. Gramigna, Jr.	Director	April 18, 2013
Edward A. Gramigna, Jr.
/s/ John D. Kissel	Director	April 18, 2013
John D. Kissel
/s/ James R. Lamb	Director	April 18, 2013
James R. Lamb
/s/ Edward A. Merton	Director	April 18, 2013
Edward A. Merton
/s/ F. Duffield Meyercord	Director	April 18, 2013
F. Duffield Meyercord
/s/ John R. Mulcahy	Director	April 18, 2013
John R. Mulcahy
/s/ Philip W. Smith III	Director	April 18, 2013
Philip W. Smith III
/s/ Craig C. Spengeman	Director, President of PGB Trust and Investments	April 18, 2013
Craig C. Spengeman
/s/ Beth Welsh	Director	April 18, 2013
Beth Welsh

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EXHIBIT INDEX

5.1	Opinion of Day Pitney LLP
23.1	Consent of Crowe Horwath LLP
23.2	Consent of Day Pitney LLP (included in Exhibit 5.1 hereto)
24.1	Power of Attorney (included on the signature page hereto)

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EX-5.1

Exhibit 5.1

Boston           Connecticut           New Jersey           New York            Washington, D.C.  

DAY PITNEY LLP

Attorneys at Law

7 Times Square

New York, NY 10036

T: (212) 297 5800 F: (212) 916 2940

info@daypitney.com

April 24, 2013

Peapack-Gladstone Financial Corporation

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921

Re: Peapack-Gladstone Financial Corporation Registration of 200,000 Shares of Common Stock

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) by Peapack-Gladstone Financial Corporation, a New Jersey corporation (the “Company”) relating to the registration under the Securities Act of 1933, as amended (the “Act”), of 200,000 shares of common stock of the Company, no par value (the “Shares”), issuable upon the exercise of stock options or stock appreciation rights or upon the grant of other stock-based awards available for grant under the Peapack-Gladstone Financial Corporation 2012 Long-Term Stock Incentive Plan, as amended (the “Plan”).

We have examined originals, or copies certified or otherwise identified to our satisfaction, of the Plan and such corporate records, documents, agreements, instruments and certificates of public officials of the State of New Jersey and of officers of the Company as we have deemed necessary or appropriate in order to express the opinion hereinafter set forth.

In our examination of such documents and records, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the legal capacity of natural persons and the conformity with the originals of all documents submitted to us as copies.

Based upon the foregoing, and subject to the qualifications and limitations set forth herein, we are of the opinion that the Shares will be validly issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Act; (ii) the Shares have been duly issued and sold as contemplated by the Registration Statement (including the Prospectus which is not filed herewith) and the Plan; and (iii) either a certificate representing such Shares shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof upon payment of the agreed consideration therefor or if any such Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Shares to the purchaser thereof, upon payment of the agreed consideration therefor in accordance with the terms of the Plan.

The foregoing opinion is limited to the laws of the State of New Jersey. We express no opinion as to the effect of the laws of any other jurisdiction.

We hereby consent to the use of this opinion letter as an exhibit to the Registration Statement. In giving such consent, we do not hereby concede that we are within the category of persons whose consent is required under Section 7 of the Act, or the Rules and Regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Day Pitney LLP

DAY PITNEY LLP

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Peapack-Gladstone Financial Corporation of our report dated March 15, 2013 relating to the consolidated financial statements and effectiveness of internal control over financial reporting appearing in the Annual Report on Form 10-K of Peapack-Gladstone Financial Corporation for the year ended December 31, 2012.

/s/ Crowe Horwath LLP

Crowe Horwath LLP

Livingston, New Jersey

April 19, 2013