S-8 1 s8_053024.htm PEAPACK-GLADSTONE FINANCIAL CORPORATION FORM S-8 REGISTRATION STATEMENT MAY 30, 2024
Registration No. 333-

As filed with the Securities and Exchange Commission May 30, 2024

UNITED STATES
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 Offices)

Peapack-Gladstone Financial Corporation 2024 Employee Stock Purchase Plan
(Full Title of the Plan)

Copies to:
Frank A. Cavallaro
  
Lawrence M.F. Spaccasi, Esq.
Chief Financial Officer
  
Scott A. Brown, Esq.
Peapack-Gladstone Financial Corporation
  
Luse Gorman, PC
500 Hills Drive, Suite 300
  
5335 Wisconsin Ave., N.W., Suite 780
Bedminster, New Jersey 07291
  
Washington, DC 20015-2035
(908) 234-0700
  
(202) 274-2000
(Name, Address and Telephone
    
Number of Agent for Service)
    
     
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer ☐
Accelerated filer ⌧
Non-accelerated filer ☐  
Smaller reporting company ☐
Emerging growth company ☐
 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information
The documents containing the information specified in Part I of Form S-8 have been or will be sent or given to participants in the Peapack-Gladstone Financial Corporation 2024 Employee Stock Purchase Plan (the “Plan”) as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”).
Such documents are not being filed with the Commission, but constitute (along with the documents incorporated by reference into this Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.  Incorporation of Documents by Reference
The following documents previously or concurrently filed with the Commission are hereby incorporated by reference in this Registration Statement:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (File No. 001-16197), filed with the Commission on March 12, 2024;
(b) The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the Commission on May 10, 2024 (File No. 001-16197)
(c) The Company’s Current Reports on Form 8-K filed on May 1, 2024; (File No. for all 001-16197); and
(d) The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A/A (Amendment No. 1) filed with the Commission on August 18, 2008 (File No. 001-16197), as updated by Exhibit 4.E to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (File No. 001-16197), filed with the Commission on March 13, 2020, including any amendment or report filed for the purpose of updating such information
All documents subsequently filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date hereof, and prior to the filing of a post-effective amendment that indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part thereof from the date of the filing of such documents.
Any statement contained in the documents incorporated, or deemed to be incorporated, by reference herein or therein shall be deemed to be modified or superseded for purposes of this Registration Statement and the prospectus to the extent that a statement contained herein or therein or in any other subsequently filed document that also is, or is deemed to be, incorporated by reference herein or therein modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the prospectus is qualified in its entirety by the detailed information, including financial statements, appearing in the documents incorporated herein or therein by reference.
Item 4.  Description of Securities
Not applicable.
Item 5.  Interests of Named Experts and Counsel
None.
Item 6.  Indemnification of Directors and Officers

Indemnification. Article VI of the Company’s certificate of incorporation provides that the Company shall indemnify a director or officer of the Company or of a subsidiary of the Company against his reasonable expenses and all liabilities in connection with any proceeding involving that director or officer of the Company or a wholly-owned subsidiary of the Company, including a proceeding by or in the right of the Company or its wholly-owned subsidiary, unless such breach of duty is based on an act or omission (a) in breach of such person’s duty of loyalty to the Company or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper personal benefit. The Company shall advance or pay those reasonable expenses incurred by such director or officer in a proceeding as and when incurred, provided, however, that the director or officer shall, as a condition to receipt of such advances, undertake to repay all amounts advanced if it shall finally be adjudicated that the breach of duty by the director or officer was based upon an act or omission (a) in breach of such person’s duty of loyalty to the Company (and/or its subsidiary) or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper personal benefit.

The New Jersey Business Corporation Act empowers a corporation to indemnify a corporate agent against his expenses and liabilities incurred in connection with any proceeding (other than a derivative lawsuit) involving the corporate agent by reason of his being or having been a corporate agent if (a) the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (b) with respect to any criminal proceeding, the corporate agent had no reasonable cause to believe his conduct was unlawful. For purposes of the Act, the term “corporate agent” includes any present or former director, officer, employee or agent of the corporation, and a person serving as a “corporate agent” at the request of the corporation for any other enterprise.

With respect to any derivative action, the corporation is empowered to indemnify a corporate agent against his expenses (but not his liabilities) incurred in connection with any proceeding involving the corporate agent by reason of his being or having been a corporate agent if the agent acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation. However, only the court in which the proceeding was brought can empower a corporation to indemnify a corporate agent against expenses with respect to any claim, issue or matter as to which the agent was adjudged liable for negligence or misconduct.

The corporation may indemnify a corporate agent in a specific case if a determination is made by any of the following that the applicable standard of conduct was met: (i) the board of directors, or a committee thereof, acting by a majority vote of a quorum consisting of disinterested directors; (ii) by independent legal counsel, if there is not a quorum of disinterested directors or if the disinterested quorum empowers counsel to make the determination; or (iii) by the shareholders.

A corporate agent is entitled to mandatory indemnification to the extent that the agent is successful on the merits or otherwise in any proceeding, or in defense of any claim, issue or matter in the proceeding. If a corporation fails or refuses to indemnify a corporate agent, whether the indemnification is permissive or mandatory, the agent may apply to a court to grant him the requested indemnification. In advance of the final disposition of a proceeding, the corporation may pay an agent’s expenses if the agent agrees to repay the expenses unless it is ultimately determined he is entitled to indemnification.

Exculpation. Article VI of the Company’s certificate of incorporation provides that no director or officer of the Company, or of a subsidiary of the Company, shall be personally liable to the Company or to its shareholders for damages for breach of any duty owed to the Company or its shareholders unless such breach of duty is based on an act or omission (a) in breach of such person’s duty of loyalty to the Company (and/or its subsidiary) or its shareholders; (b) not in good faith or involving a knowing violation of law; or (c) resulting in receipt by such person of an improper benefit.
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Insurance. The Company maintains insurance policies insuring the Company’s directors and officers against liability for wrongful acts or omissions arising out of their positions as directors and officers, subject to certain limitations.

Item 7.  Exemption From Registration Claimed.

Not applicable.

Item 8.  Exhibits.
Regulation S-K
Exhibit Number
  
Document
  
Reference to Prior Filing or
Exhibit No. Attached Hereto
         

 
*
   
 
    

 
**
   
 
    

 
Attached as Exhibit 5
         


***
         

 
Contained in Exhibit 5
         

 
Attached as Exhibit 23.2
         

 
Contained on Signature Page
_________________________
*
Incorporated by reference to Exhibit 3 of the Company’s Form 10-Q Quarterly Report filed on November 9, 2009 (File No. 001-16197).
**
Incorporated by reference to Exhibit 3.2 of the Company’s Form 8-K Current Report filed on March 23, 2023 (File No. 001-16197).
*** Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Shareholders of Peapack-Gladstone Financial Corporation (File No. 001-16197), filed by the Company under the Exchange Act on March 15, 2024.
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Item 9.  Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
2. That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
3. To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
4. That, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
5. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and
6. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, as amended, 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 30th day of May, 2024
 
PEAPACK-GLADSTONE FINANCIAL CORPORATION
 
 
 
By:  
 /s/ Douglas L. Kennedy
 
Douglas L. Kennedy
   
President and Chief Executive Officer
   
(Duly Authorized Representative)


POWER OF ATTORNEY

We, the undersigned directors and officers of Peapack-Gladstone Financial Corporation (the “Company”) hereby severally constitute and appoint Douglas L. Kennedy and Frank A. Cavallaro, and each of them, as our true and lawful attorneys and agents, to do any and all things in our names in the capacities indicated below which said Douglas L. Kennedy and Frank A. Cavallaro may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued under the Peapack-Gladstone Financial Corporation 2024 Employee Stock Purchase Plan, including specifically, but not limited to, power and authority to sign for us in our names in the capacities indicated below the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby approve, ratify and confirm all that said Douglas L. Kennedy and Frank A. Cavallaro shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.
Signatures
  
Title
  
Date
         
         

 /s/ Douglas L. Kennedy
  

President, Chief Executive Officer and Director
  
 
 May 30, 2024
Douglas L. Kennedy
  
(Principal Executive Officer)
    
         
         
 
 /s/ Frank A. Cavallaro
  

Senior Executive Vice President and Chief Financial Officer
  
 
 May 30, 2024
Frank A. Cavallaro
  
 (Principal Financial Officer)
    
         
         
         
 /s/ Francesco S. Rossi  
Senior Vice President and Chief
  
 May 30, 2024
Francesco S. Rossi
  
Accounting Officer (Principal Accounting Officer)
    
         
         
 /s/ F. Duffield Meyercord  
Chairman of the Board
  
                          , 2024
F. Duffield Meyercord
        


Signatures
  
Title
  
Date
         
         
 /s/ Carmen M. Bowser  
Director
  
 May 30, 2024
Carmen M. Bowser
        
         
         
 /s/ Patrick M. Campion  
Director
  
 May 30, 2024
Patrick M. Campion
        
         
         
 /s/ Susan A. Cole  
Director
  
 May 30, 2024
Susan A. Cole
        
         
         
 /s/ Anthony J. Consi, II  
Director
  
 May 30, 2024
Anthony J. Consi, II
        
         
         
 /s/ Richard Daingerfield  
Director
  
 May 30, 2024
Richard Daingerfield
        
         
         
 /s/ Edward A. Gramigna, Jr.  
Director
  
 May 30, 2024
Edward A. Gramigna, Jr.
        
         
         
 /s/ Peter D. Horst  
Director
  
 May 30, 2024
Peter D. Horst
        
         
         
 /s/ Steven A. Kass  
Director
  
 May 30, 2024
Steven A. Kass
        
         
         
 /s/ Patrick J. Mullen  
Director
  
 May 30, 2024
Patrick J. Mullen
        
         
         
 /s/ Philip W. Smith, III  
Director
  
 May 30, 2024
Philip W. Smith, III
        
         
         
 /s/ Tony Spinelli  
Director
  
 May 30, 2024
Tony Spinelli
        
         
         
 /s/ Beth Welsh  
Director
  
 May 30, 2024
Beth Welsh