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): December 27, 2011
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CORNERSTONE FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
NEW JERSEY 000-53576 80-0282551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6000 MIDLANTIC DRIVE
MT. LAUREL, NEW JERSEY 08054 08054
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (856) 439-0300
[] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
On December 27, 2011, the Registrant sold 10,000 shares of the
Registrant's Series B Preferred Stock (the "Shares") for aggregate consideration
of $200 thousand in a transaction not registered under the Securities Act of
1933, as amended (the "Securities Act"). There were no underwriting discounts
or commissions on the sale. The Shares were issued by the Registrant in
reliance upon an exemption from registration under the Securities Act set forth
in Section 4(2) of the Securities Act, as transactions not constituting a public
offering of securities because the Shares were issued privately without general
solicitation. The Shares are non-voting (except in limited circumstances as
required by law), bear a stated value of $20 per share, and accrue a
non-cumulative dividend at a rate of 7% payable quarterly. The Shares may be
redeemed by the Registrant any time after three (3) years from the issuance
date, at the stated value plus any declared but unpaid dividends. The terms of
the Shares are set forth in Exhibit 3(i) hereto.
The Shares shall be automatically and mandatorily convertible, without any
further action by the Registrant or the holder, into shares of the Registrant's
common stock upon the completion of an offering of the Registrant's common stock
in which at least $5 million in gross proceeds, however accomplished, is raised.
The Shares shall be convertible into such number of shares of the Registrant
pursuant to the ratio of the $20 stated value of the Shares divided by the
purchase price in the offering (as such shall be determined by the Board of
Directors at the time of the offering).
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following is filed as an Exhibit to this Current
Report on Form 8-K:
3(i) Certificate of Amendment to the Registrant's Certificate
of Incorporation designating the Series B Preferred Stock.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CORNERSTONE FINANCIAL CORPORATION
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(Registrant)
Dated: December 27, 2011 By: /s/ Keith Winchester
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Keith Winchester
Executive Vice President and Chief
Financial Officer