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 (Date of earliest event reported) December 12, 2013

PEAPACK-GLADSTONE FINANCIAL CORPORATION

(Exact Name of Registrant as Specified in Charter)

New Jersey	001-16197	22-3537895
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

500 Hills Drive, Suite 300, Bedminster, New Jersey	07921
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (908) 234-0700

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:

o     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     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 December 12, 2013, the Company issued a press release in connection with the completion of its previously announced rights offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The legal opinion of Day Pitney LLP relating to the shares of common stock of the Company being issued pursuant to the rights offering (the “Shares”) is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

5.1 Opinion of Day Pitney LLP regarding the legality of the Shares

23.1 Consent of Day Pitney LLP (included in Exhibit 5.1 filed herewith)

99.1 Press Release dated December 12, 2013

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.

	PEAPACK-GLADSTONE FINANCIAL CORPORATION
Date:    December 12, 2013	By:	/s/ Jeffrey J. Carfora
	Name:	Jeffrey J. Carfora
	Title:	Senior Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Title
5.1	Opinion of Day Pitney LLP regarding the legality of the Shares
23.1	Consent of Day Pitney LLP (included in Exhibit 5.1 filed herewith)
99.1	Press Release dated December 12, 2013

EX-5.1

Exhibit 5.1

 

Boston    Connecticut    New Jersey    New York    Washington, DC

One Jefferson Road

Parsippany, NJ 07054-2891

December 12, 2013

Peapack-Gladstone Financial Corporation

500 Hills Drive, Suite 300

Bedminster, New Jersey 07921

Ladies and Gentlemen:

We have acted as counsel for Peapack-Gladstone Financial Corporation, a New Jersey corporation (the “Company”), in connection with the issuance and sale by the Company of 2,470,588 shares of the Company’s common stock, no par value (the “Shares”).

In connection therewith, we have examined (i) the Registration Statement on Form S-3 (File No. 333-188009) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), and (ii) the prospectus of the Company, dated April 19, 2013, as supplemented by the preliminary prospectus supplement, dated October 25, 2013, and the prospectus supplement, dated November 8, 2013 each relating to the Shares, as filed with the Commission pursuant to Rule 424(b) under the Securities Act (collectively the “Prospectus”). In addition, we have examined originals or copies, certified or otherwise and identified to our satisfaction, of resolutions of the Board of Directors of the Company or committees thereof and such other agreements, instruments, certificates, documents and records and have reviewed such questions of law and made such inquiries as we have deemed necessary or appropriate for the purposes of the opinions rendered herein.

In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of the originals of such copies. As to any facts material to the opinion hereinafter expressed which we did not independently establish or verify, we have relied, to the extent we deem such reliance proper and without independent investigation, upon certificates, statements and representations of officers and other representatives of the Company and upon certificates of public officials.

Based upon and subject to the foregoing, it is our opinion that the Shares have been duly authorized, and are validly issued, fully paid and nonassessable.

Peapack-Gladstone Financial Corporation

December 12, 2013

Page 2

The opinions rendered herein are limited in all respects to the laws of the State of New Jersey and the federal laws of the United States. We express no opinion as to the effect of the law of any other jurisdiction.

We hereby consent to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K dated December 12, 2013, which is incorporated by reference into the Registration Statement and the Prospectus, and to the use of our name under the caption “Legal Matters” in the Prospectus. In giving our consent, we do not thereby concede that we come within the category of persons whose consent is required by the Securities Act or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Day Pitney LLP

Day Pitney llp

EX-99.1

Exhibit 99.1

PRESS RELEASE – FOR IMMEDIATE RELEASE

PEAPACK-GLADSTONE FINANCIAL CORPORATION

ANNOUNCES COMPLETION OF $42 MILLION RIGHTS OFFERING

Bedminster, NJ, December 12, 2013 -- Peapack-Gladstone Financial Corporation (Nasdaq: PGC), the parent corporation of Peapack-Gladstone Bank, (the “Company”), announced today that it had successfully completed the sale of 2,470,588 common shares in its rights offering and sale to standby investors. The common shares in the offering were all sold at a price of $17.00 per share, representing gross proceeds to the Company of $42.0 million. Sandler O'Neill + Partners, L.P. acted as dealer manager in this transaction.

Douglas L. Kennedy, President and CEO of the Company, commented, “We are extremely pleased to complete the rights offering. The proceeds will enable the Company to fund our expansion plans, increase working capital and pursue strategic opportunities which may be presented to us from time to time. We would like to thank our shareholders for their vote of confidence and continued support of the Company and welcome our new shareholders.”

About the Company

Peapack-Gladstone Financial Corporation is a New Jersey bank holding company with total assets of $1.8 billion as of September 30, 2013. Founded in 1921, Peapack-Gladstone Bank is a commercial bank that provides innovative private banking services to businesses, non-profits and consumers which help them to establish, maintain and expand their legacy. Through its private banking locations in Bedminster, Morristown, Princeton and Teaneck, its wealth management division and its branch network and online platforms, Peapack-Gladstone Bank offers an unparalleled commitment to client service. For additional information about Peapack-Gladstone Bank, visit www.pgbank.com or call 908-234-0700.

The foregoing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are not historical facts and include expressions about management's confidence and strategies and management's expectations about new and existing programs and products, investments, relationships, opportunities and market conditions. These statements may be identified by such forward-looking terminology as "expect", "look", "believe", "anticipate", "may", or similar statements or variations of such terms. Actual results may differ materially from such forward-looking statements. Factors that may cause results to differ materially from such forward-looking statements include, but are not limited to:

• inability to successfully grow our business and implement our strategic plan, including an inability to generate revenues to offset the increased personnel and other costs related to the strategic plan;

• inability to manage our growth;

• a continued or unexpected decline in the economy, in particular in our New Jersey and New York market areas;

• declines in our net interest margin caused by the low interest rate and highly competitive market;

• declines in value in our investment portfolio;

• higher than expected increases in our allowance for loan losses;

• higher than expected increases in loan losses or in the level of nonperforming loans;

• unexpected changes in interest rates;

• a continued or unexpected decline in real estate values within our market areas;

• legislative and regulatory actions (including the impact of the Dodd-Frank Wall Street Reform and Consumer Protection Act, Basel III and related regulations) subject us to additional regulatory oversight which may result in increased compliance costs;

• successful cyber attacks against our IT infrastructure and that of our IT providers;

• higher than expected FDIC insurance premiums;

• lack of liquidity to fund our various cash obligations;

• reduction in our lower-cost funding sources;

• our inability to adapt to technological changes;

• claims and litigation pertaining to fiduciary responsibility, environmental laws and other matters; and

• other unexpected material adverse changes in our operations or earnings.

A discussion of these and other factors that could affect our results is included in our SEC filings, including our Annual Report on form 10-K for the year ended December 31, 2012. We undertake no duty to update any forward-looking statement to conform the statement to actual results or changes in the Company's expectations.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Contact:

Finn M.W. Caspersen, Jr.

SEVP, COO and General Counsel

Peapack-Gladstone Financial Corporation

T: 908-719-6559