-----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, LSkjpOyrnh+8kkPyHzooDw7zIeYG0J+K1efZNwIsM4RKPRzKHuipbP9f07duWR/O lIjA8puPM2P4GANOzrQodA== 0001144204-09-051928.txt : 20091007 0001144204-09-051928.hdr.sgml : 20091007 20091007163021 ACCESSION NUMBER: 0001144204-09-051928 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091001 ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091007 DATE AS OF CHANGE: 20091007 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTER BANCORP INC CENTRAL INDEX KEY: 0000712771 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521273725 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11486 FILM NUMBER: 091110345 BUSINESS ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9086889500 MAIL ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 8-K 1 v162294_8k.htm Unassociated Document
 
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):  October 1, 2009

CENTER BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)
 
New Jersey
2-81353
52-1273725
(State or Other
(Commission
(IRS Employer
Jurisdiction of
File Number)
Identification No.)
Incorporation)
    
 
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):

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 3.02   Unregistered Sales of Equity Securities.
 
On October 7, 2009, Center Bancorp, Inc. (the “Company”) issued a press release announcing, among other things, that the Company had sold 433,532 shares of its common stock to Lawrence B. Seidman, certain of Mr. Seidman’s affiliates, Raymond Vanaria, Harold Schechter and Dennis Pollack (collectively, the “standby purchaser”), for a price of $7.00 per share (the same price as the subscription price in the Company’s rights offering) and aggregate gross proceeds of approximately $3.0 million, after the closing of the Company’s rights offering described in Item 8.01 below.  Messrs. Seidman, Vanaria and Schechter are existing shareholders and members of the Company’s board of directors.  Mr. Pollack is an existing shareholder of the Company.
 
These 433,532 shares were sold to the standby purchaser on October 6, 2009 in a private placement.  The sale of such shares to the standby purchaser is exempt from registration pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D thereunder.  These 433,532 shares sold to the standby purchaser have not been registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements.
 
A copy of the press release announcing the results of the rights offering and the standby purchase is attached hereto as Exhibit 99.1, and is incorporated herein by reference.
 
Item 8.01   Other Events.
 
At 5:00 p.m. New York time on September 30, 2009, the offering period of the Company’s previously announced rights offering expired.  On October 7, 2009, the Company announced that it had received subscriptions for an aggregate of 1,137,896 shares in the basic and oversubscription offerings.  As a result of the rights offering, as of October 1, 2009, the Company issued 1,137,896 shares of its common stock, at a subscription price of $7.00 per share and for gross proceeds of approximately $8.0 million, to the holders of record as of the close of business on September 1, 2009 who exercised their subscription rights.  In addition, as described in Item 3.02 above, on October 6, 2009, the Company sold 433,532 shares of common stock to the standby purchaser for $7.00 per share and for gross proceeds of approximately $3.0 million.
 
The Company received total gross proceeds of approximately $11.0 million in the rights offering and the private placement with the standby purchaser.  The Company intends to use the net proceeds of the rights offering to repurchase the preferred stock and warrant to purchase common stock that the Company issued to the U.S. Department of the Treasury in January 2009 under the TARP Capital Purchase Program.  The Company may also use the net proceeds from this offering for general corporate purposes. 
 

 
Item 9.01.  Financial Statements and Exhibits.

(d) 
Exhibits

 
Exhibit 99.1 - Center Bancorp, Inc. Press Release, dated October 7, 2009

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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/ Anthony C. Weagley   
    Name:   Anthony C. Weagley   
    Title:     President & CEO   
       

Dated:  October 7, 2009
 
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EXHIBIT INDEX

 
Exhibit 99.1 - Center Bancorp, Inc. Press Release, dated October 7, 2009


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 EX-99.1 2 v162294_ex99-1.htm Unassociated Document
 
Center Bancorp, Inc. Successfully Completes Rights Offering
 
UNION, N.J., October 7, 2009 (GLOBE NEWSWIRE) -- Center Bancorp, Inc. (Nasdaq:CNBC), parent company of Union Center National Bank (UCNB), today announced that the Corporation has completed its rights offering. Stockholders exercised subscription rights to purchase 1,137,896 shares of the 1,571,428 shares offered at a subscription price of $7.00 per share, raising gross proceeds of approximately $8.0 million. The 433,532 shares not subscribed for pursuant to the exercise of the basic subscription privileges and over-subscription privileges were purchased by the standby purchaser for a purchase price of approximately $3.0 million.  The proceeds from the rights offering and standby purchase will be used to repay the U.S. Treasury in connection with the TARP Capital Purchase Program.
 
About Center Bancorp:
 
Center Bancorp, Inc. is a financial services holding company and operates Union Center National Bank, its main subsidiary. Chartered in 1923, Union Center National Bank is one of the oldest national banks headquartered in the state of New Jersey and currently the largest commercial bank headquartered in Union County. Its primary market niche is its commercial banking business. The Bank focuses its lending activities on commercial lending to small and medium sized businesses, real estate developers and high net worth individuals.
 
The Bank, through its Private Wealth Management Division, which includes its wholly owned subsidiary, Center Financial Group LLC, provides financial services, including brokerage services, insurance and annuities, mutual funds, financial planning, estate and tax planning, trust, elder care and benefit plan administration. Center additionally offers title insurance services in connection with the closing of real estate transactions through two subsidiaries, Union Title Company and Center Title Company.
 
The Bank currently operates 13 banking locations in Union and Morris counties in New Jersey. Banking centers are located in Union Township (6 locations), Berkeley Heights, Boonton/Mountain Lakes, Madison, Millburn/Vauxhall, Morristown, Springfield, and Summit, New Jersey. The Bank also operates remote ATM locations in the Chatham and Madison New Jersey Transit train stations, and the Boys and Girls Club of Union.
 
While the Bank's primary market area is comprised of Morris and Union Counties, New Jersey, the Corporation has expanded to northern and central New Jersey. At June 30, 2009, the Bank had total assets of $1.3 billion, total deposit funding sources, which includes overnight repurchase agreements, of $979.3 million and stockholders' equity of $89.5 million. For further information regarding Center Bancorp, Inc., call 1-(800)-862-3683. For information regarding Union Center National Bank, visit our web site at http://www.centerbancorp.com
 
Forward-Looking Statements
 
All non-historical statements in this press release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements may use such forward-looking terminology as "expect," "look," "believe," "plan," "anticipate," "may," "will" or similar statements or variations of such terms or otherwise express views concerning trends and the future. Such forward-looking statements involve certain risks and uncertainties. These include, but are not limited to, the direction of interest rates, continued levels of loan quality and origination volume, continued relationships with major customers including sources for loans, as well as the effects of international, national, regional and local economic conditions and legal and regulatory barriers and structure, including those relating to the deregulation of the financial services industry, and other risks cited in reports filed by the Corporation with the Securities and Exchange Commission. Actual results may differ materially from such forward-looking statements. Center Bancorp, Inc. assumes no obligation for updating any such forward-looking statement at any time.
 
CONTACT:  Center Bancorp, Inc.
          Investor Inquiries:
          Anthony C. Weagley, President & Chief Executive Officer
          Joseph Gangemi, Investor Relations
          (908) 206-2886

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