UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
report (Date of earliest event reported): October 1,
2009
CENTER
BANCORP, INC.
(Exact
Name of Registrant as Specified in its Charter)
New
Jersey
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2-81353
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52-1273725
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(State
or Other
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(Commission
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(IRS
Employer
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Jurisdiction
of
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File
Number)
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Identification
No.)
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Incorporation)
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2455 Morris Avenue, Union,
New
Jersey 07083
(Address
of principal executive
offices) (Zip
Code)
Registrant's
telephone number, including area code: (800) 862-3683
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17
CFR 240.13e-4(c))
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Item 3.02
Unregistered
Sales of Equity Securities.
On
October 7, 2009, Center Bancorp, Inc. (the “Company”) issued a press release
announcing, among other things, that the Company had sold 433,532 shares of its
common stock to Lawrence B. Seidman, certain of Mr. Seidman’s affiliates,
Raymond Vanaria, Harold Schechter and Dennis Pollack (collectively, the “standby
purchaser”), for a price of $7.00 per share (the same price as the subscription
price in the Company’s rights offering) and aggregate gross proceeds of
approximately $3.0 million, after the closing of the Company’s rights offering
described in Item 8.01 below. Messrs. Seidman, Vanaria and Schechter
are existing shareholders and members of the Company’s board of
directors. Mr. Pollack is an existing shareholder of the
Company.
These
433,532 shares were sold to the standby purchaser on October 6, 2009 in a
private placement. The sale of such shares to the standby purchaser
is exempt from registration pursuant to the exemption for transactions by an
issuer not involving any public offering under Section 4(2) of the Securities
Act of 1933, as amended (the “Securities Act”), and Regulation D
thereunder. These 433,532 shares sold to the standby purchaser have
not been registered under the Securities Act or any state securities laws and
may not be offered or sold in the United States absent such registration or an
applicable exemption from such registration requirements.
A copy of
the press release announcing the results of the rights offering and the standby
purchase is attached hereto as Exhibit 99.1, and is incorporated herein by
reference.
At 5:00 p.m. New York time on September
30, 2009, the offering period of the Company’s previously announced rights
offering expired. On October 7, 2009, the Company announced that it
had received subscriptions for an aggregate of 1,137,896 shares in the basic and
oversubscription offerings. As a result of the rights offering, as of
October 1, 2009, the Company issued 1,137,896 shares of its common stock, at a
subscription price of $7.00 per share and for gross proceeds of approximately
$8.0 million, to the holders of record as of the close of business on September
1, 2009 who exercised their subscription rights. In addition, as
described in Item 3.02 above, on October 6, 2009, the Company sold 433,532
shares of common stock to the standby purchaser for $7.00 per share and for
gross proceeds of approximately $3.0 million.
The
Company received total gross proceeds of approximately $11.0 million in the
rights offering and the private placement with the standby
purchaser. The Company intends to use the net proceeds of the
rights offering to repurchase the preferred stock and warrant to
purchase common stock that the Company issued to the U.S. Department
of the Treasury in January 2009 under the TARP Capital Purchase
Program. The Company may also use the net proceeds from this offering
for general corporate purposes.
Item
9.01. Financial Statements and Exhibits.
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Exhibit
99.1 - Center Bancorp, Inc. Press Release, dated October 7,
2009
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SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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CENTER BANCORP,
INC. |
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By:
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/s/
Anthony C. Weagley |
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Name:
Anthony C. Weagley |
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Title:
President & CEO |
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Dated: October
7, 2009
EXHIBIT
INDEX
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Exhibit
99.1 - Center Bancorp, Inc. Press Release, dated October 7,
2009
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