8-K 1 v033918_8k.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): January 31, 2006 CENTER BANCORP, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) New Jersey 2-81353 52-1273725 -------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 2455 Morris Avenue, Union, New Jersey 07083 -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (800) 862-3683 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): |X| 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 2.02. Results of Operations and Financial Condition. On January 31, 2006, Center Bancorp, Inc. (the "Registrant") issued a press release regarding results for the quarter and year ended December 31, 2005. A copy of this press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01. Financial Statements and Exhibits. (c) Exhibits Exhibit 99.1 - Press release, dated January 31, 2006, regarding results for the quarter and year ended December 31, 2005. The only portions of Exhibit 99.1 which are to be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 are the Registrant's consolidated statements of condition, consolidated statements of income and average balance sheets with interest and average rates. All other portions of Exhibit 99.1 are deemed "furnished", and not "filed", for purposes of Section 18 of the Securities Exchange Act of 1934. -2- SIGNATURE 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. CENTER BANCORP, INC. By: /s/ John J. Davis -------------------------------------------- Name: John J. Davis Title: President and Chief Executive Officer Dated: January 31, 2006 -3- EXHIBIT INDEX Exhibit 99.1 - Press release, dated January 31, 2006, regarding results for the quarter and year ended December 31, 2005 -4-