-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M6Nbir2G7xLC2LPwFjuud7c+97vmQ868vjwVf3Uz6wtOXfVYxZnLVUVgbSVi2q4a Uzf4Pi1C0/YWOVOc4lO/BA== 0000943374-05-001781.txt : 20051123 0000943374-05-001781.hdr.sgml : 20051123 20051123095116 ACCESSION NUMBER: 0000943374-05-001781 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051122 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051123 DATE AS OF CHANGE: 20051123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENT FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001178970 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 421547151 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31566 FILM NUMBER: 051223093 BUSINESS ADDRESS: STREET 1: 830 BERGEN AVENUE CITY: JERSEY CITY STATE: NJ ZIP: 07306 BUSINESS PHONE: 2013331000 8-K 1 form8k_112205.txt 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): November 22, 2005 ----------------- PROVIDENT FINANCIAL SERVICES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-31566 42-1547151 - ----------------------------- --------------------- ------------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 830 Bergen Avenue, Jersey City, New Jersey 07306-4599 - ------------------------------------------ ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (201) 333-1000 -------------- 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 (see General Instruction A.2. below): [ ] 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 240.13e-4(c)) Item 5.02 Departure of Directors or Principal Officers; Election of --------------------------------------------------------- Directors; Appointment of Principal Officers. - --------------------------------------------- (d) On November 22, 2005, the Board of Directors (the "Board") of Provident Financial Services, Inc. (the "Company"), pursuant to the By-laws of the Company, increased the size of the Board from 13 to 15 members and appointed Thomas W. Berry and Christopher Martin to the Board. Mr. Berry has been added to the class of directors whose term will expire at the 2007 Annual Meeting of the Company's stockholders. Mr. Martin, the Company's President, has been added to the class of directors whose term will expire at the 2006 Annual Meeting of the Company's stockholders. These appointments were made in anticipation of the Board vacancies following the retirements of J. Martin Comey and David Leff in 2006. The appointment of Mr. Martin also satisfies the Company's commitment contained in the Agreement and Plan of Merger by and between the Company and First Sentinel Bancorp, Inc. dated December 19, 2003, as amended, to add a third former director of First Sentinel to the Company's Board. Mr. Martin served as President and Chief Executive Officer and director of First Sentinel prior to the merger of First Sentinel with and into the Company effective July 14, 2004. Both Mr. Berry and Mr. Martin have also been appointed to the Board of Directors of The Provident Bank, the Company's wholly-owned subsidiary. The Company issued a news release on November 23, 2005 to announce the appointments of Messrs. Berry and Martin to the Board. The full text of the news release is attached as an Exhibit to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits --------------------------------- (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 News release dated November 23, 2005. 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. PROVIDENT FINANCIAL SERVICES, INC. DATE: November 22, 2005 By: /s/Paul M. Pantozzi --------------------------- Paul M. Pantozzi Chairman and Chief Executive Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 News release dated November 23, 2005. EX-99.1 2 form8k_ex991-112205.txt NEWS RELEASE CONTACT: John F. Kuntz, General Counsel & Corporate Secretary Provident Financial Services, Inc. (201) 915-5701 FOR RELEASE 8:30 A.M. Eastern Time: November 23, 2005 Provident Financial Services, Inc. Names Two New Directors JERSEY CITY, NJ November 23 /PRNewswire-First Call/ - Provident Financial Services, Inc. (NYSE:PFS) (the "Company") today announced that Thomas W. Berry and Christopher Martin have been named to the Boards of Directors of the Company and its wholly-owned subsidiary, The Provident Bank. Thomas W. Berry was a partner of Goldman, Sachs & Co. and became a retired partner in 1998. He joined Goldman Sachs in 1972 and became a partner in 1986, where he had senior responsibilities for utilities and telecommunications companies. Mr. Berry was a founding director of Red Oak Bank, a community bank which operated in Morris County, New Jersey before it was acquired earlier this year. Mr. Berry currently serves as a director of the Hyde and Watson Foundation, as a trustee of the Community Foundation of New Jersey, as Vice Chairman of the North American Electric Reliability Council, and as a member of the board of trustees of Brown University. He also previously served as the Chairman of the Board of Kessler Rehabilitation Corporation. Mr. Berry received his undergraduate degree from Brown University and his MBA from Harvard University Graduate School of Business. Christopher Martin has served as President of the Company and The Provident Bank since July of 2004 and he will continue to serve in those capacities. Mr. Martin previously served as President and Chief Executive Officer and director of First Sentinel Bancorp, Inc, which was acquired by the Company in July of 2004. The appointment of Mr. Martin satisfies the Company's commitment to add a third former director of First Sentinel to the Boards of Directors of the Company and The Provident Bank. Mr. Martin is a trustee of the Flame of Charity Foundation supporting Catholic Charities of the Diocese of Metuchen, Vice President and Treasurer of The 200 Club of Middlesex County, an organization that provides financial assistance and scholarships to families of law enforcement and public safety officials, and is a member of the Investment Committee for Raritan Bay Medical Center. "With these board appointments we have added significant community banking experience to our Board of Directors," said Paul M. Pantozzi, the Company's Chairman and Chief Executive Officer. "I am sure both Tom and Chris will make positive contributions to Provident's ongoing success and growth," Pantozzi added. Provident Financial Services, Inc., which reported assets of $6.2 billion as of September 30, 2005, is the holding company for The Provident Bank. Founded in 1839, the bank has 76 branches in northern and central New Jersey. This news release may contain a number of forward-looking statements, as that term is defined in the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents filed by the Company with the Securities and Exchange Commission from time to time. The Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made. Access the filings and other financial and business information regarding the Company at www.providentnj.com. -----END PRIVACY-ENHANCED MESSAGE-----