Unassociated Document
Filed
with the Securities and Exchange Commission on August 13, 2009
Registration
No. 333- _______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CENTER
BANCORP, INC.
(Exact
name of registrant as specified in its charter)
New
Jersey
|
52-1273725
|
(State
of incorporation)
|
(I.R.S.
Employer Identification No.)
|
2455
Morris Avenue
Union,
New Jersey 07083
(800)
862-3683
(Address,
including zip code, and telephone number, including area code,
of
registrant's principal executive offices)
Anthony
C. Weagley
President
and Chief Executive Officer
Center
Bancorp, Inc.
2455
Morris Avenue
Union,
New Jersey 07083
(800)
862-3683
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
Copies
to:
Peter
H. Ehrenberg, Esq.
Laura
R. Kuntz, Esq.
Lowenstein
Sandler PC
65
Livingston Avenue
Roseland,
New Jersey 07068
Approximate
date of commencement of proposed sale to the public:
As soon
as practicable after the effective date of the registration
statement.
If the
only securities being registered on this Form are to be offered pursuant to
dividend or interest reinvestment plans, please check the following
box. ¨
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. ý
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. ¨
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. ¨
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. ¨
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. ¨
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company. See the definition of “large accelerated filer,”
“accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
Large
accelerated filer ¨ Accelerated
filer ý
Non-accelerated
filer ¨ (Do not check if a smaller reporting
company) Smaller
Reporting Company ¨
CALCULATION
OF REGISTRATION FEE
Title
of each class of Securities to be Registered(1)
|
|
Amount
to
be
Registered
|
|
|
Proposed
Maximum
Offering
Price
Per
Security
|
|
|
Proposed
Maximum
Aggregate
Offering
Price
|
|
|
Amount
of
Registration
Fee
|
|
Subscription
rights to purchase common stock
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
(2)
|
Shares
of common stock, no par value, underlying the subscription
rights
|
|
—
|
|
|
—
|
|
|
$
|
11,000,000
|
|
|
$
|
614
|
(3)
|
Total
|
|
|
|
|
|
|
|
|
|
$
|
11,000,000
|
|
|
$
|
614
|
|
(1)
|
This
registration statement relates to (a) the subscription rights to purchase
common stock, no par value, and (b) shares of our common stock deliverable
upon the exercise of the subscription
rights.
|
(2)
|
The
subscription rights are being issued without
consideration. Pursuant to Rule 457(g), no separate
registration fee is payable with respect to the subscription rights being
offered hereby since the subscription rights are being registered in the
same registration statement as the securities to be offered pursuant
thereto.
|
(3)
|
Calculated
pursuant to Rule 457(o) based on an estimate of the proposed maximum
offering price of our common stock of $11,000,000.
|
The
registrant hereby amends this registration statement on such date or dates as
may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed.
We may not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This preliminary prospectus is
not an offer to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
SUBJECT
TO COMPLETION, DATED AUGUST 13, 2009
Prospectus
CENTER
BANCORP, INC.
Common
Stock
Subscription
Rights to Purchase up to
_______________
Shares of Common Stock at $______ Per Share
We are
distributing, at no charge, to holders of our common stock, other than
participants in The Union Center /National Bank 401(k) Profit Sharing Plan,
non-transferable subscription rights to purchase up to ___________ shares of our
common stock. We refer to this offering as the “rights offering” or “rights
offer.” In this rights offering, you will receive one subscription right for
every one share of common stock you owned at 5:00 p.m., New York time, on
_______, 2009, the record date.
Each
subscription right will entitle you to purchase ________ shares of our common
stock at a subscription price of $______ per share, which we refer to as the
basic subscription privilege. The per share price was determined by a
pricing committee of our board of directors and represents a __% discount to our
current market price. If you fully exercise your basic subscription
privilege and other stockholders do not fully exercise their basic subscription
privileges, you will be entitled to exercise an over-subscription privilege to
purchase a portion of the unsubscribed shares at the same price of $______ per
share. To the extent you properly exercise your over-subscription privilege for
an amount of shares that exceeds the number of the unsubscribed shares available
to you, any excess subscription payment received by the subscription agent will
be returned promptly, without interest, as soon as practicable.
The
subscription rights will expire if they are not exercised by 5:00 p.m., New
York time, on _________, 2009, unless we extend the rights offering period, but
in no event will the rights offering be extended past ________, 2009. If any
subscription rights (including any over-subscriptions) remain unexercised after
the expiration of the rights offering, Lawrence B. Seidman, certain of Mr.
Seidman’s affiliates, Raymond Vanaria, Harold Schechter and Dennis Pollack, whom
we collectively refer to as the standby purchaser, have agreed to purchase at
the subscription price of $____ per share, any shares of common stock not
subscribed for pursuant to the exercise of basic subscription privileges and
over-subscription privileges. Messrs. Seidman, Vanaria and Schechter
are existing shareholders and members of our board of directors. Mr.
Pollack is an existing shareholder. The standby purchaser has also
agreed to exercise its basic and over-subscription privileges in
full.
You
should carefully consider whether to exercise your subscription rights before
the expiration of the rights offering. All exercises of subscription rights are
irrevocable, even in the event we extend the rights offering. The subscription
rights may not be sold, transferred or assigned and will not be listed for
trading on the NASDAQ Global Select Market or any stock exchange or market or on
the OTC Bulletin Board. Our board of directors is making no recommendation
regarding your exercise of the subscription rights.
Our board
of directors, excluding Messrs. Seidman, Vanaria and Schechter, may decide to
cancel the rights offering at any time prior to the expiration of the rights
offering for any reason. In the event the rights offering is
cancelled, all subscription payments received by the subscription agent will be
returned, without interest, as soon as practicable.
The
shares of common stock are being offered directly by us without the services of
an underwriter or selling agent.
Shares of
our common stock are traded on the NASDAQ Global Select Market under
the trading symbol “CNBC.” On the record date of _______, 2009, the closing
sales price of our common stock was $_______ per share. The shares of common
stock issued in the rights offering will also be listed on the NASDAQ Global
Select Market under the same symbol. We urge you to obtain
a current market price for the shares of our common stock before making any
determination with respect to the exercise of your rights.
Exercising your subscription rights
and investing in our common stock involves a high degree of risk. We urge you to
carefully read the section entitled “Risk Factors” beginning on page _____
of this prospectus, the section entitled “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2008, and all other
information included or incorporated by reference in this prospectus in its
entirety before you decide whether to exercise your
rights.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense.
These
securities are not savings or deposit accounts or obligations of any bank and
are not insured or guaranteed by the Federal Deposit Insurance Corporation or
any other governmental agency.
The date
of this prospectus is [_______] [__], 2009.
________________________________________________________________
TABLE
OF CONTENTS
|
Page
|
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
1
|
QUESTIONS
AND ANSWERS RELATING TO THE RIGHTS OFFER
|
1
|
PROSPECTUS
SUMMARY
|
10
|
RISK
FACTORS
|
15
|
USE
OF PROCEEDS
|
22
|
THE
RIGHTS OFFER
|
22
|
DESCRIPTION
OF OUR CAPITAL STOCK
|
31
|
DESCRIPTION
OF OUR COMMON STOCK
|
32
|
DESCRIPTION
OF OUR PREFERRED STOCK
|
33
|
PRICE
RANGE OF COMMON STOCK AND DIVIDEND POLICY
|
36
|
MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES
|
37
|
PLAN
OF DISTRIBUTION
|
40
|
WHERE
YOU CAN FIND MORE INFORMATION
|
42
|
DOCUMENTS
INCORPORATED BY REFERENCE
|
41
|
LEGAL
MATTERS
|
42
|
EXPERTS
|
42
|
We
have not authorized any person to give any information or make any statement
that differs from what is in this prospectus. If any person does make a
statement that differs from what is in this prospectus, you should not rely on
it. This prospectus is not an offer to sell, nor is it a solicitation
of an offer to buy, these securities in any state in which the offer or sale is
not permitted. The information in this prospectus is complete and
accurate as of its date, but the information may change after that
date. You should not assume that the information in this prospectus
is accurate as of any date after its date.
Unless
otherwise mentioned or unless the context requires otherwise, all references in
this prospectus to “the company,” “the Company,” “our Company,” “we,” “our,” and
“us” mean Center Bancorp, Inc. and its consolidated
subsidiaries. References to “the Bank” mean Union Center National
Bank.
SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, including the documents that we incorporate by reference, contains
forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of
1934. Any statements about our expectations, beliefs, plans,
objectives, assumptions or future events or performance are not historical facts
and may be forward-looking. These statements are often, but not
always, made through the use of words or phrases such as “anticipate,”
“estimate,” “plans,” “projects,” “continuing,” “ongoing,” “expects,” “management
believes,” “we believe,” “we intend” and similar words or
phrases. Accordingly, these statements involve estimates, assumptions
and uncertainties, which could cause actual results to differ materially from
those expressed in them. Any forward-looking statements are qualified
in their entirety by reference to the risk factors discussed in this prospectus
and discussed in documents incorporated by reference.
Forward-looking
statements are subject to known and unknown risks and uncertainties, which
change over time, and are based on management’s expectations and assumptions at
the time the statements are made, and are not guarantees of future
results. Our actual results may differ materially from those
expressed or anticipated in the forward-looking statements for many reasons,
including the factors described in the section entitled “Risk Factors” in this
prospectus and in other filings.
You
should not unduly rely on these forward-looking statements, which speak only as
of the date on which they are made. We undertake no obligation to
publicly revise any forward-looking statement to reflect circumstances or events
after the date of this prospectus or to reflect the occurrence of unanticipated
events. You should, however, review the factors and risks we describe
in the reports we file from time to time with the SEC after the date of this
prospectus. We undertake no obligation to revise or update the
forward-looking statements contained in this prospectus at any
time.
QUESTIONS AND ANSWERS RELATING TO THE
RIGHTS OFFER
What is the rights
offer?
We are
distributing, at no charge, to holders of our common stock, other than
participants in The Union Center National Bank 401(k) Profit Sharing Plan,
non-transferable subscription rights to purchase shares of our common stock. You
will receive one subscription right for each share of common stock you owned as
of 5:00 p.m., New York time, on [___________], 2009, the record date. Each
subscription right will entitle the holder to a basic subscription privilege and
an over-subscription privilege.
What is the basic subscription
privilege?
The basic
subscription privilege of each subscription right gives our shareholders the
opportunity to purchase [_______] shares of our common stock at a subscription
price of $[_______] per full share. For example, if you owned 100 shares of our
common stock as of 5:00 p.m., New York time, on the record date, you would
receive 100 subscription rights and would have the right to purchase [_______]
shares of our common stock (rounded down to [_______] shares, with the total
subscription payment being adjusted accordingly, as discussed below) for $[____]
per full share (or a total payment of $[____]) with your basic subscription
privilege. You may exercise the basic subscription privilege with respect to any
number of shares subject to your subscription rights, or you may choose not to
exercise any subscription rights at all. If you do not exercise your
basic subscription privilege in full, you will not be entitled to exercise an
over-subscription privilege.
We
determined the number of shares to be offered and the shares that may be
purchased upon exercise of a right by subtracting all of the shares held by the
Bank’s 401(k) plan ([_______] shares) from the total number of shares of common
stock outstanding ([_________] shares). The result of such calculation is
([___________] shares). As we are offering rights to purchase $[__,000,000] of
common stock at $[____] per share, the rights must be exercisable for
[__________] shares ($[__],000,000 divided by $[_____]). To determine the number
of shares purchasable under each right, we divided the number of shares that we
are offering, [_________] shares, by the [_________] shares that are entitled to
participate. The result, to the fourth decimal place, is that the rights are
exercisable for 0.[____] shares of common stock for each share entitled to
participate in the rights offering.
If you
hold shares evidenced by one or more Center Bancorp, Inc. stock certificates,
the number of rights you may exercise pursuant to your basic subscription
privilege is indicated on the enclosed rights certificate. If you hold your
shares in the name of a broker, dealer, custodian bank or other nominee who uses
the services of the Depository Trust Company (DTC), DTC will issue one
subscription right to the nominee for each share of our common stock you own on
the record date. The basic subscription privilege of each subscription right can
then be used to purchase [_______] shares of common stock for $[____] per full
share. See “— What should I do if I want to participate in the rights
offer, but my shares are held in the name of my broker, dealer, custodian bank
or other nominee?”
Fractional
shares of our common stock resulting from the exercise of the basic subscription
privilege will be eliminated by rounding down to the nearest whole share, with
the total subscription payment being adjusted accordingly. Any excess
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable.
What is the over-subscription
privilege?
In the
event that you purchase all of the shares of our common stock available to you
pursuant to your basic subscription privilege, you may also choose to purchase a
portion of any shares of our common stock that are not purchased by our
shareholders through the exercise of their basic subscription privileges. You
should indicate on your rights certificate how many additional shares you would
like to purchase pursuant to your over-subscription privilege. The maximum
number of shares of our common stock that could be purchased by you pursuant to
your over-subscription privilege will be determined according to the following
formula based on your percentage ownership of our outstanding common stock as of
5:00 p.m., New York time, on the record date: total number of
unsubscribed shares multiplied by your ownership percentage of our outstanding
common stock on the record date. For example, if you owned 2% of our
outstanding common stock on the record date and you properly exercised your
basic subscription privilege in full, you may purchase up to 2% of the
unsubscribed shares with your over-subscription privilege.
In order
to properly exercise your over-subscription privilege, you must deliver the
subscription payment related to your over-subscription privilege prior to the
expiration of the rights offer. Because we will not know the total number of
unsubscribed shares prior to the expiration of the rights offer, if you wish to
maximize the number of shares you may purchase pursuant to your
over-subscription privilege, you will need to deliver payment in an amount equal
to the aggregate subscription price for the maximum number of shares of our
common stock that may be available to you, assuming that no shareholder
other than you and the standby purchaser (who has agreed to exercise his basic
subscription privilege in full) have purchased any shares of common stock
pursuant to the basic subscription privilege.
Fractional
shares of common stock resulting from the exercise of the over-subscription
privilege will be eliminated by rounding down to the nearest whole share, with
the total subscription payment being adjusted accordingly. Any excess
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable.
What is the role of the standby
purchaser in this
offering?
In
connection with the rights offer, we have entered into a standby purchase
agreement with Lawrence B. Seidman, certain of Mr. Seidman’s affiliates, Raymond
Vanaria, Harold Schechter and Dennis Pollack, whom we collectively refer to as
the standby purchaser, pursuant to which these investors have severally agreed
to acquire from us, at the same subscription price offered to shareholders
in the rights offering, any shares of common stock that are not subscribed for
pursuant to the exercise of basic subscription privileges and over-subscription
privileges. The standby purchaser has also agreed to exercise its basic
subscription privilege and over-subscription privileges in
full. Messrs. Seidman, Vanaria and Schechter are existing
shareholders and members of our board of directors. Mr. Pollack is an
existing shareholder.
Is the standby purchaser receiving any
compensation for its standby
commitment?
No. The
standby purchaser is not receiving any compensation for its standby
commitment.
How many shares will the standby
purchaser own after the rights offer?
The
number of shares that will be purchased by the standby purchaser can only be
determined upon the completion of the rights offer. The standby purchaser will
purchase all the shares of the common stock that could have been but were not
subscribed for in the rights offer. If the rights offer is fully subscribed by
shareholders through the exercise of basic subscription privileges and
over-subscription privileges, the standby purchaser will not purchase any of our
shares pursuant to the standby purchase agreement.
According
to an Amendment to Schedule 13D filed with the SEC, as of [__________], 2009,
the standby purchaser beneficially owned [_____] shares, or [___]% of our
outstanding common stock. The standby purchaser has agreed to
exercise its basic subscription privilege and over-subscription privilege in
full. If all of the shares offered by this prospectus were purchased
only by the standby purchaser, then the beneficial ownership of the standby
purchaser would increase to [________] shares or approximately [___]% of our
outstanding shares after the offering.
Is the board of directors
participating in the rights offer and has our board made a recommendation to our
shareholders regarding the rights offer?
Messrs..
Seidman, Vanaria and Schechter have irrevocably committed to exercise all of
their basic and over-subscription privileges in full. Other directors
may decide to exercise their subscription privileges, although they are not
committed to do so.
Our board
of directors is making no recommendation regarding your exercise of the
subscription rights. Shareholders, including our directors, who exercise
subscription rights risk investment loss on the money invested. We cannot assure
you that the market price for our common stock will be above the subscription
price or that anyone purchasing shares at the subscription price will be able to
sell those shares in the future at the same price or a higher price. You are
urged to make your decision based on your own assessment of our business and the
rights offer. Please see “Risk Factors” for a discussion of some of the risks
involved in investing in our common stock.
Why are we conducting the rights
offer?
We are
conducting the rights offer to raise funds to repurchase the shares of our
preferred stock and the warrant to purchase shares of our common stock that we
sold to the U.S. Department of the Treasury on January 9, 2009, under the TARP
Capital Purchase Program.
How was the $[____] per full share subscription price
for the rights offer determined?
Our board
of directors formed a pricing committee, which does not include Messrs. Seidman,
Vanaria or Schechter, since they have agreed to act as standby purchaser, to
determine the subscription price. The pricing committee considered a number of
factors, including the price at which our shareholders might be willing to
participate in the rights offer, historical and current trading prices for our
common stock, the need for capital, and the desire to provide an opportunity to
our shareholders to participate in the rights offer on a pro rata basis. In
conjunction with its review of these factors, the pricing committee also
reviewed a range of discounts to market value represented by the subscription
prices in various prior rights offers of public companies. The subscription
price was established at a price of $[____] per full share, which represents a
[__%] discount to our current market price. The subscription price is
not necessarily related to our book value, net worth or any other established
criteria of value and may or may not be considered the fair value of our common
stock to be offered in the rights offer. We cannot give any assurance that our
common stock will trade at or above the subscription price in any given time
period.
Am I required to exercise all of the
subscription rights I receive in the rights offer?
No. You
may exercise any number of your subscription rights, or you may choose not to
exercise any subscription rights. However, if you choose not to exercise your
basic subscription privilege in full, the relative percentage of our common
stock that you own will decrease, and your voting and other rights will be
diluted. In addition, if you do not exercise your basic subscription privilege
in full, you will not be entitled to exercise any over-subscription
privilege.
How soon must I act to exercise my
subscription rights?
If you
received a rights certificate and elect to exercise any or all of your
subscription rights, the subscription agent must receive your completed and
signed rights certificate and payment prior to the expiration of the rights
offer, which is [__________], 2009, at 5:00 p.m., New York time. If you
hold your shares in the name of a custodian bank, broker, dealer or other
nominee, your custodian bank, broker, dealer or other nominee may establish a
deadline prior to 5:00 p.m. New York time, on [__________], 2009 by
which you must provide it with your instructions to exercise your subscription
rights and pay for your shares.
Our board
of directors may, in its discretion, extend the rights offer one or more times,
but in no event will the rights offer be extended by more than 30 days. Our
board of directors may cancel the rights offer at any time. In the event that
the rights offer is cancelled, all subscription payments received will be
returned, without interest, as soon as practicable.
Although
we will make reasonable attempts to provide this prospectus to holders of
subscription rights, the rights offer and all subscription rights will expire at
5:00 p.m., New York time on [__________], 2009 (unless extended), whether
or not we have been able to locate each person entitled to subscription rights.
Although we have the option of extending the expiration of the rights offer, we
currently do not intend to do so.
May I transfer my subscription
rights?
No. You
may not sell, transfer or assign your subscription rights to anyone.
Subscription rights will not be listed for trading on NASDAQ, any stock exchange
or market or on the OTC Bulletin Board. Rights certificates may only
be completed by the shareholder who receives the certificate.
Are we requiring a minimum
subscription to complete the rights offer?
There is
no minimum subscription requirement in the rights offer. However, our board of
directors reserves the right to cancel the rights offer for any
reason.
Can our board of directors extend,
cancel or amend the rights offer?
Yes. We
have the option to extend the rights offer and the period for exercising your
subscription rights, although we do not presently intend to do so. In the event
that our board of directors decides to extend the rights offer, in no event will
the rights offer be extended by more than 30 days. Our board of directors
may cancel the rights offer at any time for any reason. In the event that the
rights offer is cancelled, all subscription payments received by the
subscription agent will be returned, without interest, as soon as practicable.
The board of directors reserves the right to amend or modify the terms of the
rights offer.
What will happen if I choose not to
exercise my subscription rights?
Shareholders
who do not exercise their subscription rights will lose any value that may be
represented by the rights. If you do not exercise any subscription rights, the
number of shares of our common stock you own will not change. Due to the fact
that shares will be purchased by other shareholders and the standby purchaser
pursuant to its obligations under the standby purchase agreement, your
percentage ownership of our company will be diluted after the completion of the
rights offer, unless you exercise your basic subscription
privilege.
How do I exercise my subscription
rights if I own shares in certificate form?
If you
hold shares evidenced by one or more Center Bancorp, Inc. stock certificates and
you wish to participate in the rights offer, you must take the following
steps:
|
•
|
deliver
payment to the subscription
agent; and
|
|
•
|
deliver
your properly completed and signed rights certificate, and any other
subscription documents, to the subscription
agent.
|
Please
follow the payment and delivery instructions accompanying the rights
certificate. Do not deliver documents to Center Bancorp, Inc. You are solely
responsible for completing delivery to the subscription agent of your
subscription documents, rights certificate and payment. We urge you to allow
sufficient time for delivery of your subscription materials to the subscription
agent so that they are received by the subscription agent by
5:00 p.m. New York time, on [________], 2009.
If you
send a payment that is insufficient to purchase the number of shares you
requested, or if the number of shares you requested is not specified in the
forms, the payment received will be applied to exercise your subscription rights
to the full extent possible based on the amount of the payment received, subject
to the availability of shares under the over-subscription privilege and the
elimination of fractional shares. Any excess subscription payments received by
the subscription agent will be returned, without interest, as soon as
practicable, following the expiration of the rights offer.
What form of payment is required to
purchase the common stock in the rights offer?
As
described in the instructions accompanying the rights certificate, payments
submitted to the subscription agent must be made in full in United States
currency, in immediately available funds, by:
|
•
|
certified
bank check or bank draft payable to Center Bancorp, Inc., drawn upon a
United States bank;
|
|
•
|
postal,
telegraphic or express money order payable to Center Bancorp,
Inc.; or
|
|
•
|
wire
transfer of immediately available funds to the account maintained by the
subscription agent.
|
You may
not remit personal checks of any type.
What should I do if I want to
participate in the rights offer, but my shares are held in the name of my
broker, dealer, custodian bank or other nominee?
If you
hold your common stock in the name of a broker, dealer, custodian bank or other
nominee, then your broker, dealer, custodian bank or other nominee is the record
holder of the shares you own. You will not receive a rights certificate. The
record holder must exercise the subscription rights on your behalf for the
shares of common stock you wish to purchase.
If you
wish to purchase shares of our common stock through the rights offer, please
promptly contact your broker, dealer, custodian bank or other nominee as record
holder of your shares. We will ask your record holder to notify you of the
rights offer. However, if you are not contacted by your broker, dealer,
custodian bank or other nominee, you should promptly initiate contact with that
intermediary. Your broker, dealer, custodian bank or other nominee may establish
a deadline prior to the 5:00 p.m. New York time on
[________], 2009, which we established as the expiration date of the rights
offer.
What should I do if my shares are
held in the Bank’s 401(k) Plan?
Participants
in the Bank’s 401(k) Plan may not participate in the rights offering with
respect to the shares of our common stock held through such plan.
When will I receive my new
shares?
If you
purchase shares in the rights offer by submitting a rights certificate and
payment, Registrar and Transfer Company, the subscription agent, will deposit
your shares into your registered account in book entry form and will send you a
confirmation of deposit. The confirmation will permit you to request
an actual stock certificate. If your shares as of the record date
were held by a custodian bank, broker, dealer or other nominee, and you
participate in the rights offer, your custodian bank, broker, dealer or other
nominee will be credited with the shares of common stock you purchase in the
rights offer as soon as practicable after the completion of the rights
offer.
After I send in my payment and rights
certificate, may I cancel my exercise of subscription
rights?
No. All
exercises of subscription rights are irrevocable, even if you later learn
information that you consider to be unfavorable to the exercise of your
subscription rights. You should not exercise your subscription rights unless you
are certain that you wish to purchase our common stock at a subscription
price of $[____] per full share.
How many shares of common stock will be outstanding after the rights
offer?
As of the
record date, [______] shares of our common stock were issued and
outstanding. Assuming no other transactions by us involving our common stock,
and no options for our common stock are exercised prior to the expiration
of the rights offer, if the rights offer is fully subscribed through the
exercise of the subscription rights and/or the standby purchaser acquires all of
the common stock not purchased by the holders of subscription rights, then an
additional [________] shares of our common stock will be issued and outstanding
after the closing of the rights offer, for a total of [________] shares of
common stock issued and outstanding. As a result of the rights offer, the
ownership interests and voting interests of the existing shareholders that do
not fully exercise their basic subscription privileges will be
diluted.
How much money will the company
receive from the rights offer?
Assuming
all the shares of common stock offered are sold, the gross proceeds from the
rights offer will be approximately $[__] million. We intend to use the proceeds
of the rights offer to repurchase the preferred stock and warrant to
purchase common stock that we issued to the U.S. Department of the
Treasury in January 2009. We may also use the net proceeds from this
offering for general corporate purposes.
Are there risks in exercising my
subscription rights?
Yes. The
exercise of your subscription rights involves risks. Exercising your
subscription rights involves the purchase of additional shares of our common
stock and should be considered as carefully as you would consider any other
equity investment. Among other things, you should carefully consider the risks
described under the heading “Risk Factors” in this prospectus and the documents
incorporated by reference in this prospectus.
If the rights offer is not completed,
will my subscription payment be refunded to me?
Yes. The
subscription agent will hold all funds it receives in a segregated bank account
until completion of the rights offer. If the rights offer is not completed, all
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable. If you own shares in “street name,” it
may take longer for you to receive payment because the subscription agent will
return payments through the record holder of your shares.
How do I exercise my subscription
rights if I live outside the United States?
We will
not mail this prospectus or the rights certificates to shareholders whose
addresses are outside the United States or who have an army post office or
foreign post office address. The subscription agent will hold the rights
certificates for their account. To exercise subscription rights, our foreign
shareholders must notify the subscription agent and timely follow the procedures
described in “Rights Offer — Foreign Shareholders.”
What fees or charges apply if I
purchase the common stock?
We are
not charging any fee or sales commission to issue subscription rights to you or
to issue shares to you if you exercise your subscription rights. If you exercise
your subscription rights through your broker, dealer, custodian bank or other
nominee, you are responsible for paying any fees your nominee may charge
you.
What are the material United States federal income tax consequences of
exercising my subscription rights?
For
United States federal income tax purposes, you should not recognize income or
loss in connection with the receipt or exercise of subscription rights in the
rights offer. You should consult your tax advisor as to your particular tax
consequences resulting from the rights offer. For a more detailed discussion,
see “Material United States Federal Income Tax Considerations.”
To whom should I send my forms and
payment?
If you
received a rights certificate with this prospectus and wish to purchase shares
during the rights offer, you should send your properly completed and signed
rights certificate, any other subscription documents and payment by hand
delivery, first class mail or courier service to the subscription agent
at:
By
Mail:
|
By Hand or Overnight
Courier:
|
|
|
Registrar
and Transfer Company
|
Registrar
and Transfer Company
|
P.
O. Box 645
|
10
Commerce Drive
|
Cranford,
NJ 07016-0645
|
Cranford,
NJ 07016
|
Attn.: Reorg/Exchange
Department
|
Attn.: Reorg/Exchange
Department
|
You are
solely responsible for completing delivery to the subscription agent of your
subscription materials. The subscription materials are to be received by the
subscription agent on or prior to 5:00 p.m., New York time, on
[___________], 2009. We urge you to allow sufficient time for delivery of your
subscription materials to the subscription agent.
Whom should I contact if I have other
questions?
If you
have any questions about the rights offer or wish to request another copy of a
document, please contact Registrar and Transfer Company, the subscription
agent at 800-368-5948.
PROSPECTUS
SUMMARY
This summary highlights information
contained elsewhere in this prospectus or incorporated by reference in this
prospectus. This summary is not complete and may not contain all of the
information that you should consider before deciding whether or not you should
exercise your rights. You should read the entire prospectus carefully, including
the section entitled “Risk Factors” beginning on page ___ of this
prospectus and the section entitled “Risk Factors” in our Annual Report on
Form 10-K for the year ended December 31, 2008, and all
other information included or incorporated by reference in this prospectus in
its entirety before you decide whether to exercise your
rights. The
following summary of the principal terms of the rights offer is not intended to
be complete. See the information under the heading “The Rights Offer” in this
prospectus for a more detailed description of the terms and conditions of the
rights offer.
CENTER
BANCORP, INC.
We are a
financial services holding company incorporated under the laws of the State of
New Jersey. We commenced operations on May 1, 1983, upon our
acquisition of all the outstanding shares of The Union Center National Bank (the
“Bank”), our main subsidiary. At June 30, 2009, we 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. Our
principal executive offices are located at 2455 Morris Avenue, Union, New Jersey
07083 and our telephone number is (800) 862-3683.
The Bank
was organized in 1923 under the laws of the United States of
America. At June 30, 2009, the Bank operated 13 locations in Union
and Morris Counties in New Jersey and employed 155 full-time equivalent
persons. The Bank, through its Private Wealth Management Division,
which includes its wholly owned subsidiary, Center Financial Group LLC, and
through a strategic partnership with American Economic Planning Group, provides
financial services, including brokerage services, insurance and annuities,
mutual funds, financial planning, estate and tax planning, trust services, elder
care and benefit plan administration. We additionally offer title insurance
services through two subsidiaries, Union Title Company and Center Title
Company. Regulatory oversight of the Bank is conducted by the Office
of the Comptroller of the Currency of the United States.
On
January 9, 2009, as part of the Troubled Asset Relief Program (“TARP”) Capital
Purchase Program, we entered into a Securities Purchase Agreement with the
United States Department of the Treasury (the “Treasury”), pursuant to which we,
for a purchase price of $10 million in cash (i) sold 10,000 shares of our
Fixed Rate Cumulative Perpetual Preferred Stock, Series A (the “Series A
Preferred Shares”) and (ii) issued a warrant to purchase 173,410 shares of
our common stock, for a price of $8.65 per share (the “Warrant”). We
intend to request permission from the Treasury to repurchase the Series A
Preferred Shares as permitted under the Emergency Economic Stabilization Act of
2008, as amended by the American Recovery and Reinvestment Act of 2009. We also
intend to repurchase the Warrant.
THE
RIGHTS OFFER
Securities
Offered
|
We
are distributing to you, at no charge, one non-transferable subscription
right for each share of our common stock that you owned as of
5:00 p.m., New York time, on the record date, either as a holder of
record or, in the case of shares held of record by brokers, dealers,
custodian banks or other nominees on your behalf, as a beneficial owner of
such shares. We expect the gross proceeds from the rights offer and the
transactions contemplated by the standby purchase agreement to be
approximately $[___] million.
|
|
|
Basic
Subscription Privilege
|
The
basic subscription privilege of each subscription right will entitle you
to purchase
shares of our common shares at a subscription price of
$ per full share.
|
|
|
Over-Subscription
Privilege
|
In
the event that you purchase all of the shares of our common stock
available to you pursuant to your basic subscription privilege, you may
also choose to subscribe for a portion of any shares of our common stock
that are not purchased by our shareholders through the exercise of their
basic subscription privileges. The maximum number of shares of
our common stock that could be purchased by you pursuant to your
over-subscription privilege will be determined according to the following
formula based on your percentage ownership of our outstanding common stock
as of 5:00 p.m., local time, on the record date: total number of
unsubscribed shares multiplied by your ownership percentage of our
outstanding common stock at the record date.
|
|
|
Subscription
Price
|
$ per
full share. To be effective, any payment related to the exercise of
subscription rights must clear prior to the expiration of the rights
offer.
|
|
|
Record
Date
|
5:00 p.m.,
New York time,
on ,
2009.
|
|
|
Expiration
of Rights Offer
|
5:00 p.m.,
New York time,
on ,
2009.
|
Use
of Proceeds
|
We
intend to use the proceeds of the rights offer to repurchase the Series A
Preferred Shares and Warrant to purchase common stock that we issued to
the Treasury in January 2009. We may also use the net proceeds
from this offering for general corporate purposes.
|
|
|
Non-transferability
of Subscription Rights
|
The
subscription rights may not be sold, transferred or assigned and will not
be listed for trading on NASDAQ, any stock exchange or market or on the
OTC Bulletin Board.
|
|
|
No
Board Recommendation
|
Our
board of directors makes no recommendation to you about whether you should
exercise any rights. You are urged to make an independent investment
decision about whether to exercise your rights based on your own
assessment of our business and the rights offering. Please see the section
of this prospectus entitled “Risk Factors” for a discussion of some of the
risks involved in investing in our common stock.
|
|
|
No
Revocation of Exercise
|
All
exercises of subscription rights are irrevocable, even if you later learn
information that you consider to be unfavorable to the exercise of your
subscription rights. You should not exercise your subscription rights
unless you are certain that you wish to purchase additional shares of
common stock at a subscription price of $ per
full share.
|
|
|
Standby
Purchaser and Standby Purchase Agreement
|
Lawrence
B. Seidman, certain of his affiliates, Raymond Vanaria, Harold Schechter
and Dennis Pollack are referred to collectively as the “standby
purchaser.” In connection with the rights offering, we have entered into a
standby purchase agreement with the standby purchaser. Subject
to certain condition, the standby purchase agreement obligates us to sell,
and requires the standby purchaser to purchase from us, all of the shares
offered by this prospectus which have not been subscribed for upon the
exercise of basic and over-subscription privileges. The price
per full share paid by the standby purchaser for such common stock will be
equal to the subscription price paid by our shareholders in the rights
offering. The standby purchaser has also agreed to exercise its
basic subscription privilege and over-subscription privilege in
full.
|
Material
United States Federal Income Tax Considerations
|
For
United States federal income tax purposes, you should not recognize income
or loss upon receipt or exercise of a subscription right. You should
consult your own tax advisor as to the tax consequences to you of the
receipt, exercise or lapse of the subscription rights in light of your
particular circumstances.
|
|
|
Extension,
Cancellation and Amendment of Rights Offering
|
We
have the option to extend the rights offer and the period for exercising
your subscription rights, although we do not presently intend to do so. In
the event that our board of directors decides to extend the rights offer,
in no event will the rights offer be extended by more than 30 days.
Our board of directors may cancel the rights offer at any time for any
reason. In the event that the rights offer is cancelled, all subscription
payments received by the subscription agent will be returned, without
interest, as soon as practicable. We also reserve the right to
amend or modify the terms of the rights offering.
|
|
|
Procedures
for Exercising Rights
|
To
exercise your subscription rights, you must do the following:
• If
you are a registered holder of our common stock, you may deliver payment
and a properly completed rights certificate to the subscription agent
before 5:00 p.m., New York time, on ________, 2009. You may deliver
the documents and payments by mail or commercial carrier. If regular mail
is used for this purpose, we recommend using registered mail, properly
insured, with return receipt requested.
• If
you are a beneficial owner of shares that are registered in the name of a
broker, dealer, custodian bank or other nominee, or if you would rather an
institution conduct the transaction on your behalf, you should instruct
your broker, dealer, custodian bank or other nominee to exercise your
subscription rights on your behalf and deliver all documents and payments
before 5:00 p.m., New York time,
on ,
2009.
|
Limitations
|
If
you hold shares of our common stock through the Bank's 401(k) Plan, you
will not have the opportunity to participate in the rights offering with
respect to those shares.
|
|
|
Subscription
Agent
|
Registrar
and Transfer Company
|
|
|
Shares
Outstanding Before the Rights Offering
|
[ ]
shares of common stock were outstanding as of
[ ],
2009
|
|
|
Shares
Outstanding After the Rights Offering
|
Assuming
no outstanding options for our common stock are exercised prior to the
expiration of the rights offer, ____ shares of common stock will be
outstanding immediately after completion of the rights offering and the
transactions contemplated by the standby purchase
agreement.
|
|
|
Fees
and Expenses
|
We
will pay all fees and expenses related to the rights
offer.
|
|
|
NASDAQ
Global Select Market Trading Symbol
|
Shares
of our common stock are currently listed on the NASDAQ Global Select
Market under the symbol “CNBC,” and we expect that the shares to be issued
in connection with the rights offering will be listed on the NASDAQ Global
Select Market under the same symbol.
|
|
|
Before
purchasing the securities being offered, you should carefully consider the
section captioned “Risk Factors” beginning on page
_____.
|
RISK
FACTORS
An
investment in our securities involves risks. You should carefully consider the
risks described below, together with all other information contained in this
prospectus as well as our most recent Annual Report on Form 10-K, and in any
subsequent filings that we have made or will make with the SEC under the
Securities Exchange Act of 1934, as amended, in evaluating our company and our
business before deciding to invest in our securities. These risks are
not the only ones faced by us. Additional risks and uncertainties not
presently known by us or that we currently deem not to be material may also
affect our business operations.
Risks Related to the Rights
Offering
The price of our common stock is
volatile and may decline before or after the subscription rights
expire.
The
market price of our common stock is subject to wide fluctuations in response to
numerous factors, including factors that have little or nothing to do with us or
our performance, and these fluctuations could materially reduce our stock price.
These factors include, among other things, actual or anticipated variations in
our operating results and cash flow, the nature and content of our earnings
releases and our competitors’ earnings releases, changes in financial estimates
by securities analysts, business conditions in our markets and the general state
of the securities markets and the market for other financial stocks, changes in
capital markets that affect the perceived availability of capital to companies
in our industry, governmental legislation or regulation, currency and exchange
rate fluctuations, as well as general economic and market conditions, such as
recessions and downturns in our economy. In addition, the stock market
historically has experienced significant price and volume fluctuations. These
fluctuations are often unrelated to the operating performance of particular
companies. These broad market fluctuations may cause declines in the market
price of our common stock, which may make it difficult for you to resell shares
of our common stock owned by you at times or at prices that you find
attractive.
When the rights offering is
completed, your ownership interest will be diluted if you do not exercise your
subscription rights.
To the
extent that you do not exercise your rights and shares of common stock are
purchased by other shareholders in the rights offering, your proportionate
voting interest will be reduced, and the percentage that your original shares
represent of our equity after the rights offering will be diluted.
If the rights offering is
consummated, our common stock will likely be further concentrated in the hands
of a few of our shareholders.
In
connection with the rights offering, we entered into a standby purchase
agreement with Lawrence B. Seidman, certain of Mr. Seidman’s affiliates, Raymond
Vanaria, Harold Schechter and Dennis Pollack, whom we collectively refer to as
the standby purchaser. . Messrs. Seidman, Vanaria and
Schechter are existing shareholders and members of our board of
directors. Mr. Pollack is an existing shareholder. As of
the record date, the standby purchaser beneficially owned [_____] shares or
[___] % of our outstanding common stock. The standby purchaser has
agreed to exercise its basic subscription privilege and, to the extent shares
are available, its over-subscription privilege in full. If all of the
subscription rights distributed to our shareholders are exercised, the
beneficial ownership percentage of the standby purchaser will remain the
same. If any subscription rights remain unexercised upon the
expiration of the rights offering, the standby purchaser has agreed to purchase
any and all remaining shares for a price equal to the subscription
price. If the basic and over-subscription privileges are exercised by
only the standby purchaser, and the standby purchaser purchases all remaining
shares (so that the standby purchaser has purchased all of the shares offered by
this prospectus), then the standby purchaser would own [________] shares or
[___%] of the outstanding shares of our common stock after the
offering.
The subscription rights are not
transferable, and there is no market for the subscription
rights.
You may
not sell, give away, or otherwise transfer your subscription rights. The
subscription rights are only transferable by operation of law. Since
the subscription rights are non-transferable, there is no market or other means
for you to directly realize any value associated with the subscription
rights.
The subscription price determined for
the rights offering is not necessarily an indication of the fair value of our
common stock.
Our board
of directors determined the subscription price considering the likely cost of
capital from other sources, the price at which our stockholders might be willing
to participate in the rights offering, historical and current trading prices of
our common stock, our need for capital and liquidity, negotiations with the
standby purchaser and the desire to provide an opportunity for our stockholders
to participate in the rights offering on a pro rata basis. The subscription
price is $[______] per share. The subscription price is not intended to bear any
relationship to the book value of our assets or our past operations, cash flows,
financial condition, net worth, or any other established criteria used to value
securities. You should not consider the subscription price to be an indication
of the fair value of the common stock to be offered in the rights offering.
After the date of this prospectus, our common stock may trade at prices above or
below the subscription price.
You may not revoke your subscription
exercise, even if the rights offering is extended by
our board of directors,
and you could be committed to buying shares above the prevailing market
price.
Once you
exercise your subscription rights, you may not revoke the exercise of such
rights. If the board of directors decides to exercise its option to extend the
rights offering, you still may not revoke the exercise of your subscription
rights. The public trading market price of our common stock may decline before
the subscription rights expire. If you exercise your subscription rights and,
afterwards, the public trading market price of our common stock decreases below
the subscription price, you will have committed to buying shares of our common
stock at a price above the prevailing market price, in which case you will have
an immediate, unrealized loss. Following the exercise of your rights,
you might not be able to sell your shares of common stock at a price equal to or
greater than the subscription price, and you may lose all or part of your
investment in our common stock.
Our
common stock is traded on the NASDAQ Global Select Market under the symbol
“CNBC,” and the last reported sales price of our common stock on the NASDAQ
Global Select Market on the record date was $[_______] per
share.
If you do not act promptly and follow
the subscription instructions, your exercise of subscription rights may be
rejected.
Shareholders
who desire to purchase shares in the rights offering must act promptly to ensure
that all required forms and payments are actually received by the subscription
agent before 5:00 p.m., New York time, on [________], 2009, the expiration of
the rights offering, unless extended. If you are a beneficial owner of shares,
but not a record holder, you must act promptly to ensure that your broker, bank,
or other nominee acts for you and that all required forms and payments are
actually received by the subscription agent before the expiration of the rights
offering. We will not be responsible if your broker, custodian, or nominee fails
to ensure that all required forms and payments are actually received by the
subscription agent before the expiration of the rights offering. If you fail to
complete and sign the required subscription forms, send an incorrect payment
amount or otherwise fail to follow the subscription procedures that apply to
your exercise in the rights offering, the subscription agent may, depending on
the circumstances, reject your subscription or accept it only to the extent of
the payment received. Neither we nor our subscription agent undertakes to
contact you concerning an incomplete or incorrect subscription form or payment,
nor are we under any obligation to correct such forms or payment. We have the
sole discretion to determine whether a subscription exercise properly follows
the subscription procedures.
There
can be no assurance when the Series A Preferred Shares and the Warrant that we
issued to the Treasury can be repurchased, if at all, and the restrictions
imposed on us may have a negative effect on the market price of our common
stock.
Subject
to obtaining the required regulatory approvals, we intend to repurchase the
Series A Preferred Shares and the related Warrant issued to the Treasury
with the proceeds from this rights offering. There can be no assurance,
however, when the Series A Preferred Shares and the related Warrant can be
repurchased, if at all. Until such time as the Series A Preferred Shares
and the related Warrant are repurchased, we will remain subject to the terms and
conditions of those instruments, which, among other things, require us to obtain
regulatory approval to pay dividends on our common stock in excess of $0.09 per
share and, with some exceptions, to repurchase shares of our common stock.
Further, our continued participation in the TARP Capital Purchase Program
subjects us to increased regulatory and legislative oversight, including with
respect to executive compensation. These new and any future oversight and
legal requirements and implementing standards under the Capital Purchase Program
may have unforeseen or unintended adverse effects on the financial services
industry as a whole, and particularly on TARP Capital Purchase
Program participants such as ourselves. These requirements
and restrictions, as well as the dilutive effect of the Warrant, may have a
negative effect on the market price of our common stock.
We may use the proceeds of this
rights offering in ways with which you may disagree.
To the
extent the proceeds from this rights offering are not used to repurchase the
Series A Preferred Shares and Warrant from the Treasury, we intend to use the
proceeds from this offering for general corporate purposes. You may
not agree with management’s decision to use the proceeds from this rights
offering to repurchase securities from the Treasury, and to the extent we use
the net proceeds for general corporate purposes, we will have significant
discretion in how we use the net proceeds. It is possible that we may
allocate the proceeds differently than investors in this offering desire, or
that we will fail to maximize our return on these proceeds. You will be relying
on the judgment of our management with regard to the use of the proceeds from
the rights offering, and you will not have the opportunity, as part of your
investment decision, to assess whether the proceeds are being used
appropriately.
The rights offering may be cancelled
at any time, and neither we nor the subscription agent will have any obligation
to you except to return your exercise payments.
We may,
in our sole discretion, decide not to continue with the rights offering or
cancel the rights offering. If the standby purchase agreement is terminated for
any reason, we may cancel the rights offering. If the rights offering is
cancelled, all subscription payments received by the subscription agent will be
returned, without interest, as soon as practicable.
Additional
Risks Related to our Common Stock
We
may issue additional shares of our common stock or shares of a new series of
preferred stock that is convertible into common stock in the future, which would
dilute your ownership if you did not, or were not permitted to, invest in the
additional issuances.
Our
certificate of incorporation authorizes our board of directors, without
shareholder approval, to, among other things, issue additional shares of common
stock and one or more new series of preferred stock in connection with future
equity offerings, convertible debt offerings and acquisitions of securities or
assets of other companies. We may issue additional equity and
convertible debt securities in the future to raise additional capital to support
our business. The issuance of any additional shares of common stock
or convertible securities could be substantially dilutive to shareholders of our
common stock if they do not invest in future offerings. Moreover, to
the extent that we issue restricted stock units, options or warrants to purchase
our common stock in the future and those options or warrants are exercised or as
the restricted stock units vest, our shareholders may experience further
dilution. Holders of our shares of common stock have no preemptive
rights that entitle holders to purchase their pro rata share of any offering of
shares of any class or series and, therefore, our shareholders may not be
permitted to invest in future issuances of our common or convertible preferred
stock and as a result will be diluted.
We
may issue debt and equity securities or securities convertible into equity
securities, which are senior to our common stock as to distributions
and in liquidation, which could negatively affect the value of our common
stock.
In the
future, we may attempt to increase our capital resources by entering into debt
or debt-like financing that is unsecured or secured by all or up to all of our
assets, or by issuing debt or equity securities, which could include issuances
of secured or unsecured commercial paper, medium-term notes, senior notes,
subordinated notes, common stock or securities convertible into common stock or
preferred stock. In the event of our liquidation, our lenders and
holders of our debt securities and preferred stock would receive a distribution
of our available assets before distributions to the holders of our common
stock. Because our decision to incur debt and issue securities in our
future offerings will depend on market conditions and other factors beyond our
control, we cannot predict or estimate the amount, timing or nature of our
future offerings and debt financings. Further, market conditions
could require us to accept less favorable terms for the issuance of our
securities in the future.
Risks
Related to Our Business
Current
levels of volatility in the capital and credit markets are unprecedented and may
adversely impact our operations and results.
The
capital and credit markets have been experiencing unprecedented volatility for
more than a year. Such negative developments and disruptions have
resulted in uncertainty in the financial markets in general, with the
expectation of a continued general economic downturn during the remainder of
2009 and perhaps beyond. Bank and bank holding company stock prices
have been negatively affected, as has the ability of banks and bank holding
companies to raise capital or borrow in the debt markets compared to recent
years. If current levels of market disruption and volatility continue
or worsen, there can be no assurance that we will not experience an adverse
effect, which may be material, on our business, financial condition and results
of operations or our ability to access capital.
We
are subject to interest rate risk and variations in interest rates may
negatively impact our financial performance.
We are
unable to predict actual fluctuations of market interest rates with complete
accuracy. Rate fluctuations are affected by many factors,
including:
|
·
|
a
rise in unemployment;
|
|
·
|
tightening
money supply; and
|
|
·
|
domestic
and international disorder and instability in domestic and foreign
financial markets.
|
Changes
in the interest rate environment may reduce profits. We expect that we will
continue to realize income from the differential or "spread" between the
interest we earn on loans, securities and other interest-earning assets, and the
interest we pay on deposits, borrowings and other interest-bearing liabilities.
Net interest spreads are affected by the difference between the maturities and
repricing characteristics of interest-earning assets and interest-bearing
liabilities. At present, we are somewhat vulnerable to increases in interest
rates because if rates increase significantly, our interest-earning assets may
not reprice as rapidly as our interest-bearing liabilities. Changes in levels of
market interest rates could materially and adversely affect our net interest
spread, asset quality, levels of prepayments and cash flows as well as the
market value of our securities portfolio and overall profitability.
The
Bank’s ability to pay dividends is subject to regulatory limitations which, to
the extent that our holding company requires such dividends in the future, may
affect our holding company’s ability to honor its obligations and pay
dividends.
As a
holding company, we are a separate legal entity from the Bank and its
subsidiaries and do not have significant operations of our own. We currently
depend on the Bank's cash and liquidity to pay our operating expenses and
dividends to shareholders. We cannot assure you that in the future the Bank will
have the capacity to pay the necessary dividends and that we will not require
dividends from the Bank to satisfy our obligations. Various statutes and
regulations limit the availability of dividends from the Bank. It is possible,
depending upon our and the Bank’s financial condition and other factors, that
bank regulators could assert that payment of dividends or other payments by the
Bank are an unsafe or unsound practice. In the event that the Bank is unable to
pay dividends, we may not be able to service our obligations as they become due,
or pay dividends on our common stock. Consequently, the inability to receive
dividends from the Bank could adversely affect our financial condition, results
of operations, cash flows and prospects.
The
Bank’s allowance for loan losses may not be adequate to cover actual
losses.
Like all
financial institutions, the Bank maintains an allowance for loan losses to
provide for loan defaults and non-performance. If the Bank’s
allowance for loan losses is not adequate to cover actual loan losses, future
provisions for loan losses could materially and adversely affect our operating
results. The Bank’s allowance for loan losses is determined by analyzing
historical loan losses, current trends in delinquencies and charge-offs, plans
for problem loan resolution, the opinions of its regulators, changes in the size
and composition of the loan portfolio and industry information. The Bank also
considers the impact of economic events, the outcome of which are uncertain. The
amount of future losses is susceptible to changes in economic, operating and
other conditions, including changes in interest rates, that may be beyond our
control, and these losses may exceed current estimates. Federal regulatory
agencies, as an integral part of their examination process, review the Bank’s
loans and allowance for loan losses. While we believe that the Bank’s allowance
for loan losses in relation to its current loan portfolio is adequate to cover
current losses, we cannot assure you that the Bank will not need to increase its
allowance for loan losses or that regulators will not require it to increase
this allowance. Either of these occurrences could materially and adversely
affect our earnings and profitability.
The
Bank is subject to various lending and other economic risks that could adversely
impact our results of operations and financial condition.
Changes
in economic conditions, such as a continuing economic slowdown, could hurt the
Bank’s business. The Bank’s business is directly affected by political and
market conditions, broad trends in industry and finance, legislative and
regulatory changes, changes in governmental monetary and fiscal policies and
inflation, all of which are beyond our control. Deterioration in economic
conditions, particularly within New Jersey, could result in the following
consequences, any of which could hurt our business materially:
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loan
delinquencies may increase;
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problem
assets and foreclosures may
increase;
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demand
for our products and services may decline;
and
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collateral
for loans made by the Bank may decline in value, in turn reducing the
Bank’s clients’ borrowing power.
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A further
downturn in the real estate market could hurt our business. If there is a
significant additional decline in real estate values in New Jersey, the
collateral for the Bank’s loans will provide less security. As a result, the
Bank’s ability to recover on defaulted loans by selling the underlying real
estate would be diminished, and the Bank would be more likely to suffer losses
on defaulted loans.
The
Bank may suffer losses in its loan portfolio despite its underwriting
practices.
The Bank
seeks to mitigate the risks inherent in its loan portfolio by adhering to
specific underwriting practices. Although we believe that the Bank’s
underwriting criteria are appropriate for the various kinds of loans that it
makes, the Bank may incur losses on loans that meet its underwriting criteria,
and these losses may exceed the amounts set aside as reserves in its allowance
for loan losses.
The
Bank faces strong competition from other financial institutions, financial
service companies and other organizations offering services similar to the
services that the Bank provides.
Many
competitors offer the types of loans and banking services that the Bank offers
or similar types of such services. These competitors include other national
banks, savings associations, regional banks and other community banks. The Bank
also faces competition from many other types of financial institutions,
including finance companies, brokerage firms, insurance companies, credit
unions, mortgage banks and other financial intermediaries. In this regard, the
Bank’s competitors include other state and national banks and major financial
companies whose greater resources may afford them a marketplace advantage by
enabling them to maintain numerous banking locations, offer a broader suite of
services and mount extensive promotional and advertising campaigns. Our
inability to compete effectively would adversely affect our
business.
USE
OF PROCEEDS
Subject
to consultation with our banking regulators, we plan to notify the Treasury of
our intent to repurchase all of the Series A Preferred Shares we issued to the
Treasury under the TARP Capital Purchase Program and the related outstanding
common stock purchase Warrant, which together we refer to as the TARP
securities. If permitted to effect such repurchases, we expect to use the net
proceeds of this offering to repurchase the TARP securities. If we are not
permitted to repurchase the TARP securities or if any proceeds remain following
such repurchases, we may use the net proceeds of this offering for general
corporate purposes, which may include working capital, capital expenditures,
funding potential future acquisitions, investments in or loans to our
subsidiaries, refinancing of debt and satisfaction of other
obligations.
We are
distributing to the record holders of shares of our common stock as of the
record date, other than shares held by participants in the Bank’s 401(k) Plan,
non-transferable subscription rights to purchase shares of our common stock. The
subscription price is $[_____] per full share. The subscription rights will
entitle the holders of our common stock to purchase an aggregate of [_____]
shares of our common stock for an aggregate purchase price of
$[_____].
Each
holder of record of our common stock will receive one subscription right for
each full share of common stock owned by such holder as of 5:00 p.m., New
York time, on the record date. Each subscription right will entitle the holder
to a basic subscription privilege and an over-subscription
privilege.
Basic Subscription
Privilege
With your
basic subscription privilege, you may purchase [_____] shares of our common
stock per subscription right, upon delivery of the required documents and
payment of the subscription price of $[_____] per full share, prior to the
expiration of the rights offer. You may exercise all or a portion of your basic
subscription privilege; however, if you exercise less than your full basic
subscription privilege, you will not be entitled to purchase shares under your
over-subscription privilege. The standby purchaser has agreed to exercise his
basic subscription privilege in full.
Fractional
shares of common stock resulting from the exercise of the basic subscription
privilege will be eliminated by rounding down to the nearest whole share, with
the total subscription payment being adjusted accordingly. Any excess
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable.
Over-Subscription
Privilege
In the
event that you purchase all of the shares of common stock available to you
pursuant to your basic subscription privilege, you may also choose to purchase a
portion of our shares of common stock that are not purchased by other
shareholders through the exercise of their basic subscription
privileges. The maximum number of shares of our common stock that
could be purchased by you pursuant to your over-subscription privilege will be
determined according to the following formula based on your percentage ownership
of our outstanding common stock as of 5:00 p.m., New York time, on the record
date: total number of unsubscribed shares multiplied by your
ownership percentage of our outstanding common stock on the record
date. For example, if you owned 2% of our outstanding common stock on
the record date and you properly exercised your basic subscription privilege in
full, you may purchase up to 2% of the unsubscribed shares with your
over-subscription privilege. The standby purchaser has agreed to
exercise his over-subscription privilege in full.
In order
to properly exercise your over-subscription privilege, you must deliver the
subscription payment related to your over-subscription privilege prior to the
expiration of the rights offer. Because we will not know the total number of
unsubscribed shares prior to the expiration of the rights offer, if you wish to
maximize the number of shares you may purchase pursuant to your
over-subscription privilege, you will need to deliver payment in an amount equal
to the aggregate subscription price for the maximum number of shares of our
common stock that may be available to you, assuming that no shareholder other
than you and the standby purchaser (who has agreed to exercise its basic
subscription privilege in full) have purchased any shares of common stock
pursuant to the basic subscription privilege.
We can
provide no assurances that you will actually be entitled to purchase the number
of shares issuable upon the exercise of your over-subscription privilege in full
at the expiration of the rights offer. We will not be able to satisfy your
exercise of the over-subscription privilege if all of our shareholders exercise
their basic subscription privileges in full, and we will only honor an
over-subscription privilege to the extent a sufficient number of shares of our
common stock is available following the exercise of basic subscription
privileges.
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To
the extent the aggregate subscription price of the maximum number of
unsubscribed shares available to you pursuant to the over-subscription
privilege is less than the amount you actually paid in connection with the
exercise of the over-subscription privilege, you will be allocated only
the number of unsubscribed shares available to you, and any excess
subscription payments received by the subscription agent will be returned,
without interest, as soon as
practicable.
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To
the extent the amount you actually paid in connection with the exercise of
the over-subscription privilege is less than the aggregate subscription
price of the maximum number of unsubscribed shares available to you
pursuant to the over-subscription privilege, you will be allocated the
number of unsubscribed shares for which you actually paid in connection
with the over-subscription
privilege.
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Fractional
shares of common stock resulting from the exercise of the over-subscription
privilege will be eliminated by rounding down to the nearest whole share, with
the total subscription payment being adjusted accordingly. Any excess
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable.
Delivery of Shares of Common Stock Acquired in the Rights
Offer
If you
purchase shares in the rights offer by submitting a rights certificate and
payment, Registrar and Transfer Company, the subscription agent, will deposit
your shares into your registered account in book entry form and will send you a
confirmation of deposit. The confirmation will permit you to request
an actual stock certificate. If your shares as of the record date
were held by a custodian bank, broker, dealer or other nominee, and you
participate in the rights offer, your custodian bank, broker, dealer or other
nominee will be credited with the shares of common stock you purchase in the
rights offer as soon as practicable after the completion of the rights
offer.
Reasons for the Rights
Offer
On
January 9, 2009, we issued 10,000 shares of our Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, which we refer to as our Series A Preferred Shares,
and the Warrant to purchase 173,410 share of our common stock to the Treasury
for an aggregate purchase price of $10,000,000, under the Treasury’s Troubled
Asset Relief Program (“TARP”) Capital Purchase Program. Our board has
determined that it is in the Company’s best interest to repurchase the TARP
securities issued to the Treasury in January 2009. Our board has also determined
to raise the funds necessary to repay the Treasury through this rights
offering.
On
[__________], 2009, we entered into a standby purchase agreement with Lawrence
B. Seidman, certain of his affiliates, Raymond Vanaria, Harold Schechter and
Dennis Pollack, whom we refer to collectively as the standby
purchaser. Messrs. Seidman, Vanaria and Schechter are existing
shareholders and members of our board of directors. Mr. Pollack is an
existing shareholder. The affiliates of Mr. Seidman consist of the
following investment entities, which Mr. Seidman controls: Seidman
and Associates, LLC, Seidman Investment Partnership, LP, Seidman Investment
Partnership II, LP, Broad Park Investors, LLC, Chewy Gooey Cookies, LP,
Berggruen Holdings North America, Ltd. and LSBK 06-08, LLC. As of the
record date, the standby purchaser beneficially owned an aggregate of [___]
shares of our common stock, or [_____] % of the outstanding
shares. The standby purchaser has agreed to exercise its basic
subscription privilege and over-subscription privilege (to the extent shares
remain available after the exercise by shareholders of their basic subscription
privileges) in full. In addition, the standby purchase agreement
requires the standby purchaser to purchase from us, and obligates us to sell to
the standby purchaser, any shares that have not been subscribed for in the
rights offering through the exercise of basic and over-subscription privileges,
at the same price as shares offered in the rights offering.
Any
purchases by the standby purchaser will be made for investment purposes and not
with a view toward resale. Since certain members of our board of
directors are part of the standby purchaser group, our audit committee has
reviewed and approved the standby purchase agreement under our corporate
governance and related party transaction policies.
The
number of shares of common stock that will be purchased by the standby purchaser
can only be determined upon the completion of the rights offering. If the
rights offering is fully subscribed for directly by shareholders (including the
standby purchaser, who has agreed to exercise its basic and over-subscription
privileges in full), then the standby purchaser will not purchase any of our
shares pursuant to the standby purchase agreement. No shares will be
issued to the standby purchaser if such issuance would require shareholder or
bank regulatory approval. Neither we nor the standby purchaser
believe that such approval is required in connection with this rights offer and
standby purchase commitment.
Messrs.
Seidman, Vanaria and Schechter have irrevocably committed to exercise all of his
basic and over-subscription privileges in the rights offering. Any
such purchases will be made for investment purposes and not with a view toward
resale.
Other
directors may decide to participate in the rights offering. Our board of
directors is making no recommendation regarding your exercise of the
subscription rights. You are urged to make your decision based on your own
assessment of our business and the rights offer. Please see “Risk Factors” for a
discussion of some of the risks involved in investing in our common
stock.
Effect of Rights Offer on Existing
Shareholders
The
ownership interests and voting interests of the existing shareholders that do
not fully exercise their basic subscription privileges will be diluted. See
“Questions and Answers Relating to the Rights Offer — How many shares of
common stock will be outstanding after the rights offer.”
Method of Exercising Subscription
Rights
The
exercise of subscription rights is irrevocable and may not be cancelled or
modified. You may exercise your subscription rights as follows:
Subscription by
Registered Holders
If you
hold certificates for shares of our common stock, the number of rights you may
exercise pursuant to the basic subscription privilege is indicated on the
enclosed rights certificate. You may exercise your subscription rights by
properly completing and executing the rights certificate and forwarding it,
together with your full subscription payment, to the subscription agent at the
address set forth below under “— Subscription Agent,” prior to the
expiration of the rights offer.
Subscription by
Beneficial Owners
If you
are a beneficial owner of shares of our common stock that are registered in the
name of a broker, dealer, custodian bank or other nominee, you will not receive
a rights certificate. Instead, one subscription right will be issued to the
nominee record holder for each share of our common stock that you own at the
record date. If you are not contacted by your broker, dealer, custodian bank or
other nominee, you should promptly contact your broker, dealer, custodian bank
or other nominee in order to subscribe for our common stock in the rights
offer.
If you
hold your common stock in the name of a broker, dealer, custodian bank or other
nominee, your nominee will exercise the subscription rights on your behalf in
accordance with your instructions. Your nominee may establish a deadline that
may be before the 5:00 p.m., New York time, [__________], 2009 expiration
date that we have established for the rights offer.
Payment Method for Registered
Holders
As
described in the instructions accompanying the rights certificate, payments must
be made in full in United States currency, in immediately available funds,
by:
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certified
bank check or bank draft payable Center Bancorp, Inc., drawn upon a
U.S. bank;
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postal,
telegraphic or express money order payable to Center Bancorp,
Inc.; or
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wire
transfer of immediately available funds to account maintained by the
subscription agent.
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Personal
checks are not accepted. Payment received after the expiration of the rights
offer may not be honored, and the subscription agent will return your payment to
you, without interest, as soon as practicable.
You
should read and follow the delivery and payment instructions accompanying the
rights certificate. DO NOT SEND RIGHTS CERTIFICATES OR PAYMENTS DIRECTLY TO
CENTER BANCORP, INC. We will not consider your subscription received until the
subscription agent has received delivery of a properly completed and duly
executed rights certificate and other subscription documents and payment of the
full subscription amount. The risk of delivery of all documents and payments is
borne by you or your nominee, not by the subscription agent or us.
The
method of delivery of rights certificates and payment of the subscription amount
to the subscription agent will be at the risk of the holders of subscription
rights. If sent by mail, we recommend that you send subscription materials and
payments by overnight courier or by registered mail, properly insured, with
return receipt requested, and that a sufficient number of days be allowed to
ensure delivery to the subscription agent and clearance of payment prior to the
expiration of the rights offer.
Missing or Incomplete Subscription
Information
If you do
not indicate the number of subscription rights being exercised, or the
subscription agent does not receive the full subscription payment for the number
of subscription rights that you indicate are being exercised, then you will be
deemed to have exercised the maximum number of subscription rights that may be
exercised with the aggregate subscription payment you delivered to the
subscription agent. If the subscription agent does not apply your full
subscription payment to your purchase of our common stock, any excess
subscription payment received by the subscription agent will be returned
promptly, without interest, as soon as practicable.
Expiration Date and
Amendments
The
subscription period, during which you may exercise your subscription rights,
expires at 5:00 p.m., New York time, on [_________], 2009, which is the
expiration of the rights offer. If you do not exercise your subscription rights
prior to that time, your subscription rights will expire and will no longer be
exercisable. We will not be required to issue shares of common stock to you if
the subscription agent receives your rights certificate and subscription payment
after that time, regardless of when the rights certificate and subscription
payment were sent by you. We have the option to extend the rights offer and the
period for exercising your subscription rights, although we do not presently
intend to do so. We may extend the expiration of the rights offer by giving oral
or written notice to the subscription agent prior to the expiration of the
rights offer. If we elect to extend the expiration of the rights offer, we will
issue a press release announcing such extension no later than 9:00 a.m.,
New York time, on the next business day after the most recently announced
expiration of the rights offer. We reserve the right to amend or modify the
terms of the rights offer.
Our board
of directors formed a pricing committee, which does not include Messrs. Seidman,
Vanaria and Schechter, who, with certain of Mr. Seidman’s affiliates, are acting
as standby purchaser, to determine the subscription price. The pricing committee
considered a number of factors, including the price at which our shareholders
might be willing to participate in the rights offer, historical and current
trading prices for our common stock, the need for capital, and the desire to
provide an opportunity to our shareholders to participate in the rights offer on
a pro rata basis. In conjunction with its review of these factors, the pricing
committee also reviewed a range of discounts to market value represented by the
subscription prices in various prior rights offers of public companies. The
subscription price was established at a price of $[____] per full share, which
represents a [__%] discount to our current market price. The
subscription price is not necessarily related to our book value, net worth or
any other established criteria of value and may or may not be considered the
fair value of our common stock to be offered in the rights offer. We cannot give
any assurance that our common stock will trade at or above the subscription
price in any given time period.
We cannot
assure you that the market price of our common stock will not decline during or
after the rights offer. We also cannot assure you that you will be able to sell
common stock purchased during the rights offer at a price equal to or greater
than the subscription price. We urge you to obtain a current quote for our
common stock before exercising your subscription rights.
Conditions, Withdrawal and
Termination
We
reserve the right to withdraw the rights offer prior to the expiration of the
rights offer for any reason. We may terminate the rights offer, in whole or in
part, if at any time before completion of the rights offer there is any
judgment, order, decree, injunction, statute, law or regulation entered,
enacted, amended or held to be applicable to the rights offer that in the sole
judgment of the independent members of our board of directors would or might
make the rights offer or its completion, whether in whole or in part, illegal or
otherwise restrict or prohibit completion of the rights offer. We may waive any
of these conditions and choose to proceed with the rights offer even if one or
more of these events occur. If we terminate the rights offer, in whole or in
part, all affected subscription rights will expire without value, and all excess
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable. If we cancel the rights offer, we will
issue a press release notifying shareholders of the cancellation, and all
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable.
Subscription
Agent
The
subscription agent for this offering is Registrar and Transfer Company. The
address to which subscription documents, rights certificates, subscription
documents, and subscription payments other than wire transfers, should be
mailed or delivered is:
By
Mail:
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By
Hand or Overnight Courier:
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Registrar
and Transfer Company
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Registrar
and Transfer Company
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P.
O. Box 645
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10
Commerce Drive
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Cranford,
NJ 07016-0645
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Cranford,
NJ 07016
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Attn.: Reorg/Exchange
Department
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Attn.: Reorg/Exchange
Department
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You are
solely responsible for completing delivery to the subscription agent of your
subscription materials. The subscription materials are to be received by the
subscription agent on or prior to 5:00 p.m., New York time, on
[___________], 2009. We urge you to allow sufficient time for delivery of your
subscription materials to the subscription agent. If you deliver subscription
materials in a manner different from those described in this prospectus, we may
not honor the exercise of your subscription rights.
If you
have any questions about the rights offer or wish to request another copy of a
document, please contact Registrar and Transfer Company, the subscription
agent, at 800-368-5948.
We will
pay all fees charged by the subscription agent. You are responsible for paying
any other commissions, fees, taxes or other expenses incurred in connection with
the exercise of the subscription rights.
We will
not issue fractional shares. Fractional shares of common stock resulting from
the exercise of the basic subscription privileges and the over-subscription
privileges will be eliminated by rounding down to the nearest whole share, with
the total subscription payment being adjusted accordingly. Any excess
subscription payments received by the subscription agent will be returned,
without interest, as soon as practicable.
Medallion
Guarantee May Be Required
Your
signature on each subscription rights certificate must be guaranteed by an
eligible institution, such as a member of a registered national securities
exchange or a member of the Financial Industry Regulatory Authority, Inc., or a
commercial bank or trust company having an office or correspondent in the United
States, subject to standards and procedures adopted by the subscription agent,
unless:
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your
subscription rights certificate provides that shares are to be delivered
to you as record holder of those subscription rights;
or
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you
are an eligible institution.
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If you
are a broker, dealer, custodian bank or other nominee holder that holds our
common stock for the account of others on the record date, you should notify the
beneficial owners of the shares for whom you are the nominee of the rights offer
as soon as possible to learn their intentions with respect to exercising their
subscription rights. You should obtain instructions from the beneficial owner,
as set forth in the instructions we have provided to you for your distribution
to beneficial owners. If the beneficial owner so instructs, you should submit
information and payment for shares. We expect that the exercise of subscription
rights on behalf of beneficial owners may be made through the facilities of DTC.
You may exercise individual or aggregate beneficial owner subscription rights by
instructing DTC to transfer subscription rights from your account to the account
of the subscription agent, together with certification as to the aggregate
number of subscription rights exercised and the number of shares of common stock
subscribed for under the basic subscription privilege and the over-subscription
privilege, if any, and your full subscription payment.
Beneficial Owners
If you do
not hold certificates for our common stock you are a beneficial owner of our
common stock. Instead of receiving a rights certificate, you will receive your
subscription rights through a broker, dealer, custodian bank or other nominee.
We will ask your broker, dealer, custodian bank or other nominee to notify you
of the rights offer.
You
should contact your broker, dealer, custodian bank or other nominee if you do
not receive information regarding the rights offer, but believe you are entitled
to subscription rights. We are not responsible if you do not receive notice by
your broker, dealer, custodian bank or other nominee or if you do not receive
notice in time to respond to your nominee by the deadline established by the
nominee, which may be prior to 5:00 p.m. New York time, on
[__________], 2009.
If you
wish to exercise your subscription rights, you will need to have your broker,
dealer, custodian bank or other nominee act for you. If you hold certificates
for our common stock and received a rights certificate, but would prefer to have
your broker, dealer, custodian bank or other nominee act for you, you should
contact your nominee and request it to effect the transaction for
you.
If you
hold shares of our common stock through the Bank’s 401(k) Plan, you will
not have an opportunity to participate in the rights offering with respect
to those shares.
Non-Transferability of Subscription
Rights
The
subscription rights granted to you are non-transferable and, therefore, you may
not sell, transfer or assign your subscription rights to anyone. The
subscription rights will not be listed for trading on NASDAQ or any stock
exchange or market or on the OTC Bulletin Board. The common stock issuable upon
exercise of the subscription rights will be listed on the NASDAQ Global
Select Market under our ticker symbol, which is “CNBC.”
Validity of
Subscriptions
We will
resolve all questions regarding the validity and form of the exercise of your
subscription rights, including time of receipt and eligibility to participate in
the rights offer. Our determination will be final and binding. Once made,
subscriptions and directions are irrevocable, and we will not accept any
alternative, conditional or contingent subscriptions or directions. We reserve
the absolute right to reject any subscriptions or directions not properly
submitted or the acceptance of which would be unlawful. You must resolve any
irregularities in connection with your subscriptions before the subscription
period expires, unless waived by us in our sole discretion. Neither we nor the
subscription agent shall be under any duty to notify you or your representative
of defects in your subscriptions. A subscription will be considered accepted,
subject to our right to withdraw or terminate the rights offer, only when a
properly completed and duly executed rights certificate and any other required
documents and the full subscription payment have been received by the
subscription agent. Our interpretations of the terms and conditions of the
rights offer will be final and binding.
Escrow Arrangements; Return of
Funds
The
subscription agent will hold funds received in payment for shares of our common
stock in a segregated account pending completion of the rights offer. The
subscription agent will hold this money in escrow until the rights offer is
completed or is withdrawn and canceled. If the rights offer is canceled for any
reason, all subscription payments received by the subscription agent will be
returned, without interest, as soon as practicable.
You will
have no rights as a holder of the common stock you purchase in the rights offer,
if any, until your account is credited with the shares of our common stock
purchased in the rights offer. You will have no right to revoke your
subscriptions once made in accordance with the procedures set forth in this
prospectus.
Foreign
Shareholders
We will
not mail this prospectus or rights certificates to shareholders with addresses
that are outside the United States or that have an army post office or foreign
post office address. The subscription agent will hold these rights certificates
for their account. To exercise subscription rights, our foreign shareholders
must notify the subscription agent prior to 11:00 a.m., New York time, at
least three business days prior to the expiration of the rights offer and
demonstrate to the satisfaction of the subscription agent that the exercise of
such subscription rights does not violate the laws of the jurisdiction of such
shareholder.
Once you
submit the form of rights certificate to exercise any subscription rights, you
are not allowed to revoke or change the exercise or request a refund of monies
paid. All exercises of subscription rights are irrevocable, even if you learn
information about us that you consider to be unfavorable. You should not
exercise your subscription rights unless you are certain that you wish to
purchase additional shares of our common stock at the subscription
price.
Material United States Federal Income Tax Treatment of
Rights Distribution
For
United States federal income tax purposes, you should not recognize income or
loss upon receipt or exercise of these subscription rights to purchase shares of
our common stock for the reasons described below under “Material United States
Federal Income Tax Consequences.”
We expect
that the shares of common stock that we will issue upon exercise of the
subscription rights will be listed for trading on the NASDAQ Global Select
Market under the symbol “CNBC” and we intend to apply for the listing of such
additional shares of our common stock.
Outstanding Common Stock after the Rights
Offer
As of the
record date, [_______] shares of our common stock were issued and
outstanding. Assuming no other transactions by us involving our common stock,
and no options for our common stock are exercised prior to the expiration of the
rights offer, if the rights offer is fully subscribed through the exercise of
the subscription rights and/or the standby purchaser acquires all of the shares
of common stock not purchased by the holders of subscription rights, then an
additional [_____] shares of our common stock will be issued and outstanding
after the closing of the rights offer, for a total of [_____] shares of common
stock issued and outstanding. As a result of the rights offer, the
ownership interests and voting interests of the existing shareholders that do
not fully exercise their basic subscription privileges will be
diluted.
DESCRIPTION
OF OUR CAPITAL STOCK
Our
authorized capital stock presently consists of 25,000,000 shares, of which
20,000,000 shares are designated as common stock, no par value, and 5,000,000
shares are designated as preferred stock, no par value. As of the record date, a
total of [_________] shares of our common stock were outstanding. In
connection with our transactions with the Treasury, we authorized the issuance
of 10,000 Series A Preferred Shares, pursuant to an amendment to our certificate
of incorporation. All 10,000 shares were issued on January 9, 2009 to
the Treasury. The remaining 4,990,000 unissued shares of preferred
stock are “blank check” preferred stock, which is stock over which the board of
directors of a corporation has the authority to determine voting, dividend,
conversion and other rights and restrictions.
DESCRIPTION
OF COMMON STOCK
The
following description of shares of our common stock is only a
summary. The summary does not purpose to be complete in all respects
and is qualified in its entirety by reference to our certificate of
incorporation, as amended, our by-laws and by applicable New Jersey
law.
General
Our
certification of incorporation, as amended, provides that we may issue up to
20,000,000 shares of common stock, no par value. As of the record
date, there were [___________] shares of our common stock
outstanding. All outstanding shares of our common stock are fully
paid and non-assessable. Our common stock is listed on the NASDAQ
Global Select Market under the symbol “CNBC.”
Voting
Rights
Each
outstanding share of our common stock entitles the holder to one vote on all
matters submitted to a vote of our shareholders, except as otherwise required by
law. The holders of our common stock vote together with the holders
of preferred stock as a single class on all matters, except as provided by law
or our certificate of incorporation. The quorum for shareholders’
meetings is a majority of the outstanding shares. There is no
cumulative voting.
Dividends
and Liquidation Rights
Holders
of our common stock are entitled to dividends if, as and when determined by our
board of directors in its sole discretion out of funds lawfully available for
the payment of dividends. Funds for the payment of dividends come
primarily from the earnings of the Bank and its subsidiaries. The
dividend rights of holders of our common stock are qualified and subject to the
dividend rights of holders of our preferred stock. In addition,
various statutes and regulations limit the availability of dividends from the
Bank. Any restriction on the ability of the Bank to pay dividends
will act as restrictions on funds available for payment of dividends by us to
our shareholders.
Holders
of our common stock are entitled to share ratably in our assets legally
available for distribution to our shareholders in the event of our liquidation,
dissolution or winding up, subject to the rights of holders of our preferred
stock.
Other
Matters
Certain
provisions in our certificate of incorporation and applicable New Jersey
corporate and banking law may have the effect of discouraging a change of
control of Center Bancorp, Inc., even if such a transaction is favored by some
of our shareholders and could result in shareholders receiving a substantial
premium over the current market price of our shares. The primary
purpose of these provisions is to encourage negotiations with our management by
persons interested in acquiring control of our corporation.
Transfer
Agent
The
Registrar and Transfer Company is presently both the transfer agent and the
registrar of our common stock.
DESCRIPTION
OF PREFERRED STOCK
Fixed
Rate Cumulative Perpetual Preferred Stock, Series A
The
following is a summary of the terms of our Fixed Rate Cumulative Perpetual
Preferred Stock, Series A, which we refer to as our Series A Preferred
Shares. We intend to repurchase all of the outstanding Series A
Preferred Shares from the Treasury with the proceeds from this
offering. We may not redeem the Series A Preferred Shares without
necessary bank regulatory approval.
General
The
Series A Preferred Shares are perpetual and have no maturity
date. The Series A Preferred Shares are validly issued, fully paid
and non-assessable. As of the date of this prospectus, the Series A
Preferred Shares are not listed on any securities exchange.
Rank
The
Series A Preferred Shares rank, with respect to dividend rights and rights upon
liquidation, dissolution or winding up of our company, (a) senior to our common
stock and to all of our capital stock ranking junior to the Series A Preferred
Shares; (b) equal to other classes or series of our preferred stock that we
issue, the terms of which specifically provide that such preferred stock ranks
on a parity with the Series A Preferred Shares; and (c) junior to all shares of
capital stock that we issue, the terms of which specifically provide that such
shares of capital stock rank senior to the Series A Preferred
Shares.
Dividend
Rights
We pay
the record holders of the Series A Preferred Shares cumulative cash dividends at
a rate of 5% per annum until the fifth anniversary of the date of the original
investment of the Treasury, January 9, 2014, and from that date thereafter at a
rate of 9% per annum. Dividends are paid quarterly in arrears on the
15th
day of February, May, August and November of each year or, if not a business
day, the next succeeding business day. In the event that any dividend
payment or payments on the Series A Preferred Shares are in arrears at any time,
cumulative cash dividends at the annual rate then in effect for dividend
payments on the Series A Preferred Shares shall be payable as and if declared by
the board and out of assets legally available therefor, on all such accrued and
unpaid dividends.
As long
as the Series A Preferred Shares are outstanding, we will not be able to pay
dividends on any common stock shares or any preferred shares ranking pari passu with the Series A
Preferred Shares, unless all dividends on the Series A Preferred Shares are paid
in full. Additionally, until the earlier of the third anniversary of
the Treasury’s investment or the date on which the Treasury has transferred all
of the Series A Preferred Shares to unaffiliated third parties or such shares
are redeemed in full, we may not, without the Treasury’s consent, increase the
amount of cash dividends on our common stock. Such consent is not
required where dividends on common stock are payable solely in shares of our
common stock.
Repurchase Rights
The
consent of the Treasury will be required for any repurchase of our common stock,
other capital stock or any other of our equity securities, other than
repurchases of the Series A Preferred Shares or share repurchases in connection
with any employee benefit plan in the ordinary course of business consistent
with past practice, until the earlier of the third anniversary of the Treasury’s
investment or the date on which the Series A Preferred Shares are redeemed in
whole or the Treasury has transferred all of the Series A Preferred Shares to
unaffiliated third parties. For as long as the Treasury continues to
own any Series A Preferred Shares, we may not repurchase any senior preferred
shares from any other holder of such shares unless we offer to repurchase, on
the same terms and conditions, a ratable portion of the Series A Preferred
Shares held by the Treasury.
Voting
Rights
The
Series A Preferred Shares have no voting rights, other than class voting rights
granted under applicable New Jersey law and class voting rights on (i) any
authorization or issuance of shares ranking senior to the Series A Preferred
Shares; (ii) any amendment to the rights of the Series A Preferred Shares; or
(iii) any merger, exchange or similar transaction which would adversely affect
the rights of the Series A Preferred Shares.
Where no
dividends are paid on the Series A Preferred Shares for six or more quarterly
periods (whether consecutive or not), the size of our board will be
automatically increased by two directors, and holders of the Series A Preferred
Shares, voting together as a class with the holders of all other classes or
series of our capital stock upon which like voting rights have been conferred
and are exercisable, will have the right to elect two additional directors to
our board at our next annual meeting (or a special meeting called for such
purpose) and each subsequent annual meeting until all of the accrued and unpaid
dividends on the Series A Preferred Shares are paid in full.
Conversion
Holders
of the Series A Preferred Shares have no right to exchange or convert such
shares into any other our securities.
Liquidation
Rights
The
Series A Preferred Shares have a liquidation
preference of $1,000 per share. In the event of a voluntary or
involuntary liquidation, dissolution or winding up of our company, holders of
Series A Preferred Shares will be entitled, subject to creditors’ rights but
before any distribution to common shareholders or any other junior shares, to
receive a liquidation distribution in the amount of the liquidation preference
per share, plus accrued and unpaid dividends for the current dividend
period. If the amounts available for distribution upon our
liquidation, dissolution or winding up are insufficient to satisfy the full
liquidation rights of all the outstanding Series A Preferred Shares and all
shares ranking equal to such shares, then the holders of each series will share
ratably in any distribution of assets in proportion to the full respective
preferential amount, which may include accumulated dividends, to which they are
entitled. After the full amount of the liquidation preference is
paid, the holders of Series A Preferred Shares will not be entitled to any
further participation in any distribution of our assets.
Redemption
We may
redeem the Series A Preferred Shares commencing on the first dividend payment
date occurring after January 9, 2012, or earlier if we raise in an equity
offering net proceeds equal to the amount of the Series A Preferred Shares to be
redeemed. We must raise proceeds equal to at least 25% of the issue
price of the Series A Preferred Shares to redeem any such shares prior to the
first dividend payment date occurring after January 9, 2012. The
redemption price is equal to the sum of the liquidation amount per share and any
accrued and unpaid dividends on the Series A Preferred Shares up to, but
excluding, the date fixed for redemption. Notwithstanding the
foregoing limitations, under the American Recovery and Reinvestment Act of 2009,
which became law on February 17, 2009, the Treasury may, after consultation with
our federal regulator, permit us at any time to redeem the Series A Preferred
Shares. Upon such redemption, the Treasury will liquidate at the
current market price the Warrant that we issued to the Treasury concurrent with
our issuance of the Series A Preferred Shares.
Preemptive
Rights
No Series
A Preferred Share will have any rights of preemption whatsoever as to any of our
securities, or any warrants, rights or options issued or granted with respect
thereto.
Other
Matters
The
Series A Preferred Shares are freely transferable and are not subject to any
mandatory redemption, sinking fund or other similar provisions.
“Blank
Check” Preferred Stock
The
remaining 4,990,000 unissued shares of preferred stock are typically referred to
as “blank check” preferred stock. This term refers to stock for which
the rights and restrictions are determined by the board of directors of a
corporation. In general, our certificate of incorporation authorizes
our board of directors to issue new shares of our common stock or preferred
stock without further shareholder action, provided that there are sufficient
authorized shares.
The
issuance of additional common or preferred stock may be viewed as having adverse
effects upon the holders of common stock. Holders of our common stock
do not have preemptive rights with respect to any newly issued
stock. Our board could adversely affect the voting power of holders
of our common stock by issuing shares of preferred stock with certain voting,
conversion and/or redemption rights. In the event of a proposed
merger, tender offer or other attempt to gain control of our company that the
board of directors does not believe to be in the best interests of our
shareholders, the board could issue additional preferred stock which could make
any such takeover attempt more difficult to complete. Our board of
directors does not intend to issue any preferred stock except on terms that the
board deems to be in the best interests of our company and our
shareholders.
The
Warrant
On
January 9, 2009, in connection with the issuance of our Series A Preferred
Shares, we also issued to the Treasury a ten-year Warrant to purchase up to
173,410 shares of our common stock. If we repurchase all of our
Series A Preferred Shares, we will also have the right to repurchase the Warrant
at fair market value. If we fund the repurchase of the entirety of
our Series A Preferred Shares with the proceeds of one or more qualified equity
offerings that result in $10,000,000 or more of proceeds, the number of shares
the Warrant is exercisable for will be reduced by half. This rights
offering will be a qualified equity offering described in the immediately
preceding sentence. If we repurchase our Series A Preferred Shares
but do not elect to repurchase the Warrant, we will be required to issue a
substitute warrant to the Treasury that the Treasury may exercise or transfer to
a third party.
PRICE
RANGE OF OUR COMMON STOCK AND DIVIDEND INFORMATION
Our
common stock trades on the NASDAQ Global Select Market under the
ticker symbol “CNBC.” On _______, 2009, there were _______ record holders of our
common stock. This number does not include the number of persons or entities
that hold stock in nominee or street name through various brokerage firms, banks
and other nominees. On ___________, 2009, the last closing sale price reported
on the NASDAQ Global Select Market for our common stock was $____ per
share.
The
following table sets forth the high and low bid price, and the dividends
declared, on a share of our common stock for the periods indicated. All amounts
are adjusted for prior stock splits and stock dividends.
|
High
|
|
Low
|
|
Cash Dividend
Per
Share
|
|
|
|
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
Fourth
Quarter
|
|
$ |
12.01 |
|
|
$ |
11.05 |
|
|
$ |
0.0900 |
|
Third
Quarter
|
|
$ |
14.99 |
|
|
$ |
10.80 |
|
|
$ |
0.0900 |
|
Second
Quarter
|
|
$ |
15.85 |
|
|
$ |
13.86 |
|
|
$ |
0.0900 |
|
First
Quarter
|
|
$ |
15.21 |
|
|
$ |
14.51 |
|
|
$ |
0.0900 |
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
Fourth
Quarter
|
|
$ |
10.15 |
|
|
$ |
7.45 |
|
|
$ |
0.0900 |
|
Third
Quarter
|
|
$ |
10.96 |
|
|
$ |
8.44 |
|
|
$ |
0.0900 |
|
Second
Quarter
|
|
$ |
10.38 |
|
|
$ |
8.45 |
|
|
$ |
0.0900 |
|
First
Quarter
|
|
$ |
11.32 |
|
|
$ |
9.95 |
|
|
$ |
0.0900 |
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
Third
Quarter (through 8/10/09)
|
|
$ |
9.26 |
|
|
$ |
8.26 |
|
|
$ |
— |
|
Second
Quarter
|
|
$ |
9.15 |
|
|
$ |
6.88 |
|
|
$ |
0.0300 |
|
First
Quarter
|
|
$ |
8.50 |
|
|
$ |
6.43 |
|
|
$ |
0.0900 |
|
Federal
laws and regulations contain restrictions on our ability and the ability of the
Bank to pay dividends. In addition, under the terms of the trust preferred
securities we previously issued, we cannot pay dividends on our common stock if
we defer payments on the junior subordinated debentures which provide the cash
flow for the payments on the trust preferred securities. Further, pursuant to
agreements entered into with the Treasury in connection with our issuance of the
Series A Preferred Shares and related Warrant to purchase common stock, we are
unable to declare dividend payments on our common stock (and certain preferred
stock if we issue additional series of preferred stock) if we are in arrears in
the payment of dividends on the Series A Preferred Shares. Until the
third anniversary of the Treasury's investment or when all of the Series A
Preferred Shares have been redeemed or transferred, we are not permitted to
increase the amount of the quarterly cash dividend above $0.09 per share, which
was the amount of the last regular dividend declared by us prior to October 14,
2008.
MATERIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES
This
section describes the material United States federal income tax consequences (i)
of the receipt and lapse or exercise of the subscription rights acquired through
the rights offer and (ii) associated with the ownership and disposition of the
shares of common stock received upon exercise of the subscription rights or, if
applicable, upon exercise of the over-subscription privilege.
This
section is based on the Internal Revenue Code of 1986, as amended, its
legislative history, the United States Treasury Regulations promulgated
thereunder, and related administrative rulings and judicial decisions, all as in
effect as of the effective time of the rights offer, and all of which are
subject to change, possibly with retroactive effect, and to differing
interpretations. This section is not binding on the Internal Revenue
Service and there can be no assurance that the Internal Revenue Service will not
take a position contrary to one or more of the positions reflected in this
section or that those positions will be upheld by the courts if challenged by
the Internal Revenue Service. No ruling from the Internal Revenue
Service has been or will be requested with respect to the rights
offer.
This
section applies to you only if you are a U.S. holder, acquire your
subscription rights in the rights offer and you hold your subscription rights or
common stock issued to you upon exercise of the subscription rights or, if
applicable, the over-subscription privilege as capital assets for tax purposes.
This section does not apply to you if you are not a U.S. holder or if you
are a member of a special class of holders subject to special rules,
including:
|
·
|
A
financial institution,
|
|
·
|
A
regulated investment company,
|
|
·
|
A
real estate investment trust,
|
|
·
|
A
dealer in securities,
|
|
·
|
A
trader in securities that elects to use a mark-to-market method of
accounting for securities holdings,
|
|
·
|
A
tax-exempt organization,
|
|
·
|
A
person liable for alternative minimum
tax,
|
|
·
|
A
person that holds common stock as part of a straddle, hedging or
conversion transaction, or other integrated investment,
or
|
|
·
|
A
person whose functional currency is not the United States
dollar.
|
You are a
U.S. holder if you are a beneficial owner of subscription rights or common
stock and you are:
|
·
|
An
individual citizen or resident of the United
States,
|
|
·
|
A
domestic corporation,
|
|
·
|
An
estate whose income is subject to United States federal income tax
regardless of its source, or
|
|
·
|
A
trust if a United States court can exercise primary supervision over the
trust’s administration and one or more United States persons are
authorized to control all substantial decisions of the
trust.
|
If a
partnership (including any entity treated as a partnership for United States
federal income tax purposes) receives the subscription rights or holds the
common stock received upon exercise of the subscription rights or the
over-subscription privilege, the tax treatment of a partner in a partnership
generally will depend upon the status of the partner and the activities of the
partnership. Such a partner or partnership should consult its tax advisor as to
the United States federal income tax consequences of the receipt, exercise or
lapse, and disposition of the subscription rights and the acquisition, holding
and disposition of the common stock.
This
discussion addresses only United States federal income taxation and does not
address any consequences arising under the tax laws of any state, locality, or
foreign jurisdiction or under any federal laws other than those pertaining to
the federal income tax.
Taxation of Subscription
Rights
Receipt
of Subscription Rights. Your receipt of
subscription rights pursuant to the rights offer should be treated as a
nontaxable distribution with respect to your existing common stock for United
States federal income tax purposes. The discussion below assumes that the
receipt of subscription rights will be treated as a nontaxable
distribution.
If the
fair market value of the subscription rights you receive is less than 15% of the
fair market value of your existing common stock on the date you receive the
subscription rights, the subscription rights will be allocated a zero basis for
United States federal income tax purposes, unless you elect to allocate basis
between your existing common stock and the subscription rights in proportion to
the relative fair market values of the existing common stock and the
subscription rights determined on the date of receipt of the subscription
rights. If you choose to allocate basis between your existing common stock and
the subscription rights, you must make this election on a statement included
with your tax return for the taxable year in which you receive the subscription
rights. Such an election is irrevocable.
On the
other hand, if the fair market value of the subscription rights you receive is
15% or more of the fair market value of your existing common stock on the date
you receive the subscription rights, then you must allocate your basis in your
existing common stock between the existing common stock and the subscription
rights you receive in proportion to their fair market values determined on the
date you receive the subscription rights.
Your
holding period in a subscription right will include your holding period in the
common stock with respect to which the subscription right was
distributed.
Exercise
of Subscription Rights or Over-Subscription Privilege. Generally, you
will not recognize gain or loss on the exercise of a subscription right or
over-subscription privilege. Your tax basis in a new shares of common stock
acquired when you exercise a subscription right will be equal to your adjusted
tax basis in the subscription right or over-subscription privilege plus the
subscription price. The holding period of share of common stock acquired when
you exercise your subscription right will begin on the date of
exercise.
Not
Exercising Subscription Rights. If you do not
exercise your subscription rights, you should not recognize a capital loss for
United States federal income tax purposes and any portion of the tax basis in
your existing shares of common stock previously allocated to the subscription
right not exercised should be re-allocated to the existing common
stock.
Distributions. Distributions
with respect to common stock acquired upon exercise of subscription rights will
be taxable as dividend income when actually or constructively received to the
extent of our current or accumulated earnings and profits as determined for
United States federal income tax purposes. To the extent that the amount of a
distribution exceeds our current and accumulated earnings and profits, such
distribution will be treated first as a tax-free return of capital to the extent
of your adjusted tax basis in such common stock and thereafter as capital
gain.
Subject
to certain exceptions for short-term and hedged positions, distributions
constituting dividend income received by certain non-corporate
U.S. holders, including individuals, in respect of the common stock in
taxable years beginning before January 1, 2011 are generally taxed at a
maximum rate of 15%. Similarly, subject to similar exceptions for short-term and
hedged positions, distributions on the common stock constituting dividend income
paid to holders that are domestic corporations generally will qualify for the
dividends-received deduction. You should consult your own tax advisor regarding
the availability of the reduced dividend tax rate and the dividends-received
deduction in light of your particular circumstances.
Dispositions. If you sell or
otherwise dispose of the common stock, you will generally recognize capital gain
or loss equal to the difference between the amount you realize and your adjusted
tax basis in the common stock. Such capital gain or loss will be long-term
capital gain or loss if your holding period for the common stock is more than
one year. Long-term capital gain of a non-corporate U.S. holder, including
individuals, that is recognized in taxable years beginning before
January 1, 2011 is generally taxed at a maximum rate of 15%. The
deductibility of net capital losses is subject to limitations.
Information Reporting and Backup
Withholding
For
non-corporate U.S. holders, information reporting requirements, on Internal
Revenue Service Form 1099, generally will apply to the payment of dividends
on the common stock and the payment of the proceeds from the sale or redemption
of common stock.
Additionally,
backup withholding will apply to such payments if a non-corporate
U.S. holder fails to provide an accurate taxpayer identification number, is
notified by the Internal Revenue Service that it has failed to report all
dividends required to be shown on its federal income tax returns, or in certain
circumstances, fails to comply with applicable certification
requirements.
You
generally may obtain a refund of any amounts withheld under the backup
withholding rules that exceed your income tax liability by timely filing a
refund claim with the Internal Revenue Service.
This
discussion under "Material United States Federal Income Tax Consequences" is
based upon present law and does not purport to be a complete analysis or listing
of all potential tax effects that may vary with, or may be contingent on,
individual circumstances. Tax matters are very complicated and the
specific tax consequences to you in connection with the rights offering,
including the application and effect of state, local and other tax laws other
than those pertaining to the federal income tax, will depend on the facts of
your situation. Thus, you are strongly urged to consult your own tax
advisor.
As soon
as practicable after the record date for the rights offer, we will distribute
the subscription rights and rights certificates to individuals who owned shares
of our common stock at 5:00 p.m., New York time, on [_________] 2009,
the record date. If you wish to exercise your subscription rights and purchase
our common stock, you should send the completed subscription materials and
payment for the stock to the subscription agent, Registrar and Transfer Company,
at the following address:
By Mail:
|
By Hand or Overnight
Courier:
|
Registrar
and Transfer Company
|
Registrar
and Transfer Company
|
P.
O. Box 645
|
10
Commerce Drive
|
Cranford,
NJ 07016-0645
|
Cranford,
NJ 07016
|
Attn.: Reorg/Exchange
Department
|
Attn.: Reorg/Exchange
Department
|
See “The
Rights Offer — Method of Exercising Subscription Rights.”
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC
allows us to “incorporate by reference” into this prospectus the information we
have filed with the SEC, which means that we can disclose important information
to you by referring you to those documents. Any information that we
file subsequently with the SEC will automatically update this
prospectus. We incorporate by reference into this prospectus the
information contained in documents listed below, which is considered to be a
part of this prospectus:
|
·
|
Our
Annual Report on Form 10-K for the year ended December 31, 2008,
filed on March 16, 2009, filed pursuant to
Section 13(a) of the Securities Exchange Act of
1934;
|
|
·
|
Our
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2009 and
June 30, 2009, filed pursuant to Section 13(a) of the Exchange
Act;
|
|
·
|
Our
Current Reports on Form 8-K filed on January 7, 2009, January 13, 2009,
February 3, 2009, March 5, 2009, April 9, 2009, April 29, 2009,
June 2, 2009 and August 3, 2009, each filed pursuant to
Section 13(a) of the Exchange Act (except to the extent any
information contained therein is deemed “furnished” under applicable SEC
law and regulations);
|
|
·
|
Our
definitive proxy statement for our 2009 annual meeting of stockholders
filed on April 17, 2009, filed pursuant to Section 14 of the Exchange
Act; and
|
|
·
|
The
description of our common stock contained in the Registration Statement
on
|
|
Form 8-A
filed on June 5, 1996 pursuant to Section 12(g) of the Exchange Act,
and any further amendment or report filed hereafter for the purpose of
updating such description.
|
We also
incorporate by reference all documents we file under Section 13(a), 13(c),
14 or 15(d) of the Exchange Act (a) after the initial filing date of the
registration statement of which this prospectus is a part and before the
effectiveness of the registration statement and (b) after the effectiveness
of the registration statement and before the termination of the
offering. The most recent information that we file with the SEC
automatically updates and supersedes older information. The
information contained in any such filing will be deemed to be a part of this
prospectus commencing on the date on which the document is filed.
You may
request a copy of the information incorporated by reference, at no cost, by
writing or telephoning us at the following address:
Center Bancorp,
Inc.
Attention:
Joseph Gangemi, Investor Relations
2455
Morris Avenue, Union, New Jersey 07083
(908)
206-2886
LEGAL
MATTERS
The
validity of the securities offered by this prospectus will be passed upon for us
by Lowenstein Sandler PC, Roseland, New Jersey.
EXPERTS
The
consolidated financial statements of Center Bancorp, Inc. as of December 31,
2008 and 2007 and for each of the three years in the period ended December 31,
2008 and management’s assessment of the effectiveness of internal control over
financial reporting as of December 31, 2008 incorporated by reference in this
prospectus have been so incorporated in reliance on the reports of Beard Miller
Company LLP, an independent registered public accounting firm, incorporated
herein by reference, given on the authority of said firm as experts in auditing
and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We have
filed with the SEC a registration statement on Form S-3, including
exhibits, under the Securities Act with respect to the securities being offered
by this prospectus. This prospectus does not contain all of the information set
forth in the registration statement. For further information about us, please
refer to the registration statement and the documents incorporated by reference
in this prospectus.
We file
annual, quarterly and special reports, proxy statements and other information
with the SEC. Our SEC filings are available to the public over the
Internet at the SEC’s website at http://www.sec.gov. The
SEC’s website contains reports, proxy statements and other information regarding
issuers, such as Center Bancorp, Inc., that file electronically with the
SEC. You may also read and copy any document we file with the SEC at
the SEC’s Public Reference Room, located at 100 F Street, N.E., Washington,
D.C. 20549. Please call the SEC at 1-800-SEC-0330
for further information on the operation of its Public Reference
Room.
You
should rely only on the information contained or incorporated by reference in
this prospectus. No one has been authorized to provide you with different
information. If anyone provides you with different or inconsistent information,
you should not rely on it. We are not making an offer to sell these securities
in any jurisdiction where the offer or sale is not permitted. You should assume
that the information appearing in this prospectus, as well as information we
filed with the SEC and incorporated by reference, is accurate as of the date of
those documents only. Our business, financial condition and results of
operations described in those documents may have changed since those
dates.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
The following table sets
forth estimated expenses expected to
be incurred in connection with the issuance
and distribution of the securities being
registered:
Registration
Statement filing fee
|
|
$ |
614 |
|
Subscription
agent fee
|
|
|
25,000 |
|
Printing
and mailing fees
|
|
|
10,000 |
|
Legal
fees and expenses
|
|
|
25,000 |
|
Accounting
fees and expenses
|
|
|
5,000 |
|
Miscellaneous
|
|
|
2,386 |
|
|
|
|
|
|
Total
|
|
$ |
68,000 |
|
Item
15. Indemnification of Directors and
Officers.
Subsection
(2) of Section 3-5,Title 14A of the New Jersey Business Corporation Act empowers
a corporation to indemnify a corporate agent who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative, arbitrative or
investigative (other than an action by or in the right of the corporation)
against reasonable costs (including attorneys' fees), judgments, fines,
penalties and amounts paid in settlement incurred by him in connection with such
action, suit or proceeding if he 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, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. For purposes of the Act,
a “corporate agent” means any person who is or was a director,
officer, employee or agent of the corporation or a person serving at the request
of the corporation as a director, officer, trustee, employee or agent of another
corporation or enterprise.
Subsection
(3) of Section 3-5 empowers a corporation to indemnify a corporate agent against
reasonable costs (including attorneys' fees) incurred by him in connection with
any proceeding by or in the right of the corporation to procure a judgment in
its favor which involves such corporate agent by reason of the fact that he is
or was a corporate agent if he acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interests of the corporation,
except that no indemnification may be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Superior Court of New Jersey
or the court in which such action or suit was brought shall determine that
despite the adjudication of liability, such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem
proper.
Subsection
(4) of Section 3-5 provides that to the extent that a corporate agent has been
successful in the defense of any action, suit or proceeding referred to in
subsections (2) and (3) or in the defense of any claim, issue or matter therein,
he shall be indemnified against expenses (including attorneys' fees) incurred by
him in connection therewith.
Subsection
(5) of Section 3-5 provides that a corporation may indemnify a corporate agent
in a specific case if it is determined that indemnification is proper because
the corporate agent met the applicable standard of conduct, and such
determination is made by any of the following: (a) the board of directors or a
committee thereof, acting by a majority vote of a quorum consisting of
disinterested directors; (b) independent legal counsel, if there is no quorum of
disinterested directors or if the disinterested directors empowers counsel to
make the determination; or (c) the shareholders.
Subsection
(8) of Section 3-5 provides that the indemnification provisions in the law shall
not exclude any other rights to indemnification that a director or officer may
be entitled to under a provision of the certificate of incorporation, a by-law,
an agreement, a vote of shareholders, or otherwise. That subsection explicitly
permits indemnification for liabilities and expenses incurred in proceedings
brought by or in the right of the corporation (derivative proceedings). The only
limit on indemnification of directors and officers imposed by that subsection is
that a corporation may not indemnify a director or officer if a judgment has
established that the director's or officer's acts or omissions were a breach of
his or her duty of loyalty, not in good faith, involved a knowing violation of
the law, or resulted in receipt by the corporate agent of an improper personal
benefit.
Subsection
(9) of Section 3-5 provides that a corporation is empowered to purchase and
maintain insurance on behalf of a director or officer against any expenses or
liabilities incurred in any proceeding by reason of that person being or having
been a director or officer, whether or not the corporation would have the power
to indemnify that person against expenses and liabilities under other provisions
of the law.
The
Registrant's Restated Certificate of Incorporation contains the following
provision:
"Every
person who is or was a director, officer, employee or
agent of the corporation, or of any corporation which he served as such at the
request of the corporation, shall be indemnified by the corporation to the
fullest extent permitted by law against all expenses and liabilities reasonably
incurred by or imposed upon him, in connection with any proceeding to which he
may be made, or threatened to be made, a party, or in which he may become
involved by reason of his being or having been a director, officer, employee or
agent of the corporation, or of such other corporation, whether or not he is a
director, officer, employee or agent of the corporation or such other
corporation at the time that the expenses or liabilities are
incurred."
Item 16. List of
Exhibits.
4.1
|
Registrant's
Certificate of Incorporation, as amended, is incorporated by reference to
Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed on
January 13, 2009.
|
4.2
|
Registrant's
Bylaws are incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998.
|
4.3
|
Warrant
to Purchase up to 173,410 shares of Common Stock, dated January 9, 2009,
is incorporated by reference to Exhibit 4.1 of the Registrant’s Current
Report on Form 8-K, filed on January 13,
2009.
|
4.4
|
Specimen
certificate for the Registrant’s common
stock.*
|
4.5
|
Form
of Subscription Rights
Certificate.*
|
5.1
|
Opinion
of Lowenstein Sandler PC.**
|
8.1
|
Opinion
of Lowenstein Sandler PC as to certain tax
matters.**
|
10.1
|
Form
of Standby Purchase Agreement, by and between Center Bancorp, Inc., on the
one hand, and Lawrence B. Seidman, certain of his affiliates, Raymond
Vanaria, Harold Schechter and Dennis Pollack, on the other
hand.*
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm.*
|
23.2
|
Consent
of Lowenstein Sandler PC (included in Exhibit
5.1).
|
23.3
|
Consent
of Lowenstein Sandler PC (included in Exhibit
8.1).
|
99.1
|
Form
of Instructions for Use of Center Bancorp, Inc. Subscription Rights
Certificates.*
|
99.2
|
Form
of Letter to Stockholders Who Are Record
Holders.*
|
99.3
|
Form
of Letter to Nominee Holders Whose Clients Are Beneficial
Holders.*
|
99.4
|
Form
of Letter to Clients of Nominee
Holders.*
|
_____________
* Filed
herewith.
** To
be filed by amendment.
Item
17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933;
(ii) To
reflect in the prospectus any facts or event arising after the effective date of
the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) 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;
Provided, however, that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the
registration statement is on Form S-3 or Form F-3 and the information required
to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
(2) That,
for the purpose of determining any liability under the
Securities Act of 1933, 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 liability under the Securities Act of 1933 to any
purchaser:
(i) Each
prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be
deemed to be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or
(b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required by section 10(a)
of the Securities Act of 1933 shall be deemed to be part of and included in the
registration statement as of the earlier of the date such form of prospectus is
first used after effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As provided in
Rule 430B, for liability purposes of the issuer and any person that is at
that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that
no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of a registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities:
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications the undersigned registrant will be a seller to the
purchaser and will be considered to offer or seller such securities to such
purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its securities provided
by or on behalf of the undersigned Registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned
registrant to the purchaser.
(b) 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 Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 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 SEC such indemnification is against public
policy as expressed in the Securities Act of 1933 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 of whether such indemnification by it is against
public policy as expressed in the Act, and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the Township of Union,
State of New Jersey, on the 13th day of August,
2009.
CENTER
BANCORP, INC.
|
|
|
By:
|
/s/ Anthony C. Weagley
|
|
Anthony
C. Weagley
|
|
President
and Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
has been signed below on the 13th day of August, 2009 by
the following persons in the capacities indicated below.
/s/ Alexander A.
Bol*
|
|
/s/ John J. DeLaney
Jr.*
|
Alexander
A. Bol
|
|
John
J. DeLaney Jr.
|
Chairman
|
|
Director
|
|
|
|
/s/ Brenda
Curtis*
|
|
/s/ Howard
Kent*
|
Brenda
Curtis
|
|
Howard
Kent
|
Director
|
|
Director
|
|
|
|
/s/ James J.
Kennedy*
|
|
/s/ Harold
Schechter*
|
James
J. Kennedy
|
|
Harold
Schechter
|
Director
|
|
Director
|
|
|
|
/s/ Elliot I.
Kramer*
|
|
/s/ William A.
Thompson*
|
Elliot
I. Kramer
|
|
William
A. Thompson
|
Director
|
|
Director
|
|
|
|
/s/ Lawrence B.
Seidman*
|
|
/s/ Nicholas
Minoia*
|
Lawrence
B. Seidman
|
|
Nicholas
Minoia
|
Director
|
|
Director
|
|
|
|
/s/ Raymond
Vanaria*
|
|
/s/ Anthony C.
Weagley
|
Raymond
Vanaria
|
|
Anthony
C. Weagley
|
Director
|
|
President
and Chief Executive
Officer
|
* /s/ A. Richard
Abrahamian
|
A.
Richard Abrahamian
|
Senior
Vice President and Chief
|
Financial
Officer
|
|
*By: /s/ Anthony C.
Weagley
|
Anthony
C. Weagley
|
Attorney-in-Fact
|
EXHIBIT
INDEX
4.1
|
Registrant's
Certificate of Incorporation, as amended, is incorporated by reference to
Exhibit 3.1 of the Registrant's Current Report on Form 8-K, filed on
January 13, 2009.
|
4.2
|
Registrant's
Bylaws are incorporated by reference to Exhibit 3.2 of the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998.
|
4.3
|
Warrant
to Purchase up to 173,410 shares of Common Stock, dated January 9, 2009,
is incorporated by reference to Exhibit 4.1 of the Registrant’s Current
Report on Form 8-K, filed on January 13,
2009.
|
4.4
|
Specimen
certificate for the Registrant’s common
stock.*
|
4.5
|
Form
of Subscription Rights
Certificate.*
|
5.1
|
Opinion
of Lowenstein Sandler PC.**
|
8.1
|
Opinion
of Lowenstein Sandler PC as to certain tax
matters.**
|
10.1
|
Form
of Standby Purchase Agreement, by and between Center Bancorp, Inc., on the
one hand, and Lawrence B. Seidman, certain of his affiliates, Raymond
Vanaria, Harold Schechter and Dennis Pollack, on the other
hand.*
|
23.1
|
Consent
of Independent Registered Public Accounting
Firm.*
|
23.2
|
Consent
of Lowenstein Sandler PC (included in Exhibit
5.1).
|
23.3
|
Consent
of Lowenstein Sandler PC (included in Exhibit
8.1).
|
99.1
|
Form
of Instructions for Use of Center Bancorp, Inc. Subscription Rights
Certificates.*
|
99.2
|
Form
of Letter to Stockholders Who Are Record
Holders.*
|
99.3
|
Form
of Letter to Nominee Holders Whose Clients Are Beneficial
Holders.*
|
99.4
|
Form
of Letter to Clients of Nominee
Holders.*
|
_____________
* Filed
herewith.
** To
be filed by amendment.