UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1 to
FORM 10-K/A
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ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended December 31, 2010
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TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from ________ to _______
Commission file number: 000-51889
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COMMUNITY PARTNERS BANCORP
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(Exact Name of Registrant as Specified in Its Charter)
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New Jersey
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20-3700861
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification Number)
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1250 Highway 35 South, Middletown, NJ 07748
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(Address of Principal Executive Offices, including Zip Code)
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(732) 706-9009
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(Registrant’s telephone number, including area code)
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Common Stock, no par value
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The NASDAQ Stock Market LLC
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Securities registered pursuant to Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x
The aggregate market value of the registrant’s voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, is $27,540,671.
As of March 15, 2011, 7,628,385 shares of the registrant’s common stock were outstanding.
Documents incorporated by reference
Portions of the registrant’s definitive Proxy Statement for its 2011 Annual Meeting of Shareholders are incorporated by reference into Part III of this report and which was filed with the Securities and Exchange Commission on April 4, 2011.
Explanatory Note
This amendment (Amendment No. 1) to the Annual Report on Form 10-K for the year ended December 31, 2010 of Community Partners Bancorp (the 2010 Annual Report on Form 10-K) is being filed solely for the purpose of filing two exhibits required to be filed by the TARP Standards for Compensation and Corporate Governance. Other than replacing the previously filed exhibits 99.1 and 99.2, which contained typographical errors, no other Item of the 2010 Annual Report on Form 10-K is affected by the change. As a result, they have been omitted from this Amendment No. 1.
Item 15. Exhibits, Financial Statement Schedules.
The Index to Exhibits identified under Part IV, Item 15(b) of the 2010 Annual Report on Form 10-K is hereby amended such that the following documents are added to the Index to Exhibits and are included as exhibits to the 2010 Annual Report on Form 10-K:
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Exhibit
Number
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Description
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Location
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31.1
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Certification of William D. Moss, President and Chief Executive Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)
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Filed herewith
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31.2
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Certification of A. Richard Abrahamian, Chief Financial Officer of the Registrant, pursuant to Securities Exchange Act Rule 13a-14(a)
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Filed herewith
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99.1
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Certification of William D. Moss, President and Chief Executive Officer of the Registrant, under Section 111(b)(4) of EESA
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Filed herewith
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99.2
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Certification of A. Richard Abrahamian, Chief Financial Officer of the Registrant, under Section 111(b)(4) of EESA
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Filed herewith
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K/A (Amendment No. 1) to be signed on its behalf by the undersigned, thereunto duly authorized, on the 5th day of April, 2011.
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COMMUNITY PARTNERS BANCORP
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By:
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/s/ WILLIAM D. MOSS
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William D. Moss
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President and Chief Executive Officer
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