UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR THE REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
PEAPACK-GLADSTONE FINANCIAL CORPORATION
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a New Jersey corporation
I.R.S. Employer Identification No. 22-2491488
158 ROUTE 206 NORTH
GLADSTONE, NEW JERSEY 07934
(908) 234-0700
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. X
If this form relates to the registration of a class securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box.
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Class to be Registered Name of Exchange
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Common Stock, no par value The American Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The authorized capital stock of Peapack-Gladstone Financial
Corporation, ("Peapack") presently consists of 10,000,000 shares of common
stock, no par value ("Peapack Common Stock"). As of August 11, 2000, 2,893,767
shares of Peapack Common Stock were issued and outstanding and 259,081 shares of
Peapack Common Stock were issuable upon the exercise of stock options. The
capital stock of Peapack to be registered on The American Stock Exchange (the
"Exchange") is the Peapack Common Stock.
Dividend Rights
The holders of Peapack Common Stock are entitled to receive dividends,
when, as and if declared by the Board of Directors of Peapack out of funds
legally available. The only statutory limitation is that such dividends may not
be paid when Peapack is insolvent. Because funds for the payment of dividends by
Peapack come primarily from the earnings of Peapack's bank subsidiaries, as a
practical matter, restrictions on the ability of those bank subsidiaries to pay
dividends act as restrictions on the amount of funds available for the payment
of dividends by Peapack.
Peapack is also subject to certain Federal Reserve Board ("FRB")
policies which may, in certain circumstances, limit its ability to pay
dividends. The FRB policies require, among other things, that a bank holding
company maintain a minimum capital base. The FRB would most likely seek to
prohibit any dividend payment which would reduce a holding company's capital
below such minimum amount.
Voting Rights
At meetings of shareholders, holders of Peapack Common Stock are
entitled to one vote per share. The quorum for shareholders' meetings is a
majority of the outstanding shares entitled to vote represented in person or by
proxy. Except as indicated below, all actions and authorizations to be taken or
given by shareholders require the approval of a majority of the votes cast by
holders of Peapack Common Stock at a meeting at which a quorum is present.
If any corporation, banking institution, person or entity ("Entity") is
either (a) the beneficial owner, directly or indirectly, of more than 5% of the
outstanding shares of any class of stock of the corporation entitled to vote in
the election of directors or the assignee of, or otherwise the successor to, any
shares of such stock of the corporation from a corporation, banking institution,
person or entity which within the two-year period immediately prior to such
record date was a more than 5% beneficial owner (where any such assignment or
succession occurred in the course of a transaction or series of transactions not
involving a public offering within the meaning of that term under the Securities
Act of 1933, as amended); or (b) is an affiliate (as defined in the Securities
and Exchange Act of 1934) of the corporation and at any time within the two-year
period immediately prior to such record date was the beneficial owner, directly
or indirectly, of more than 5% of the outstanding shares of any class of stock
of the corporation entitled to vote in the election of directors and engages in
any of the following transactions, the transaction is subject to approval by the
affirmative vote of 80% of the shareholders entitled to vote in the election of
directors. These transactions include: (i) any merger or consolidation of the
corporation with or into any other corporation, banking institution, person or
entity; or (ii) any sale, lease, exchange, mortgage, pledge, transfer or other
disposition (in one transaction or series of transactions) of assets or of the
deposit liabilities of the corporation which, in the case of either assets or of
deposit liabilities, total 10% or more of the value of the assets or of the
deposit liabilities of the corporation on a consolidated basis to any other
corporation, banking institution, person or entity; or (iii) any sale, lease,
exchange, mortgage pledge, transfer or other disposition (in one transaction or
a series of transactions) to the corporation of any assets of any other
corporation, banking institution, person or entity in exchange for voting
securities (or securities convertible into or exchangeable for voting securities
or any options, warrants or rights to purchase any of the same) of the bank
constituting after giving effect to any conversion, exchange or right) 5% or
more of the outstanding voting securities of the corporation; or (iv) any
reclassification of securities, or recapitalization of the corporation proposed
by, on behalf of or pursuant to any arrangement with any other corporation,
banking institution, person or entity which has the effect, directly or
indirectly, of increasing the proportionate share of the outstanding securities
of the corporation of which that other corporation, banking institution, person
or entity is the beneficial owner; or (v) the issuance (in one transaction or a
series of transactions) to any other corporation, banking institution, person or
entity, of voting securities (or securities convertible into or exchangeable for
voting securities or any options, warrants or rights to purchase any of the
same) of the corporation constituting (after giving effect to any conversion,
exchange or right) 5% or more of the outstanding voting securities of the
corporation; or (vi) the adoption of any plan or proposal for the liquidation or
dissolution of the corporation proposed by, on behalf of or pursuant to any
arrangement with any other corporation, banking institution, person or entity;
In any of these transactions, the affirmative vote of 80% of the
shareholders entitled to vote in the election of directors is not required if
(i) at least two-thirds of the Board of Directors approved the transaction prior
to the time that the Entity or affiliate became the beneficial owner of more
than 5% of the outstanding shares of any class of stock entitled to vote in the
election of directors; (ii) the transaction is a merger, consolidation, or
disposition to any other banking institution or corporation of which a majority
of the outstanding shares of all classes of stock entitled to vote in elections
of directors is owned of record or beneficially by the corporation and its
subsidiaries (if any) and so long as, if the corporation is not the surviving
banking institution, each beneficial owner of shares of stock of the corporation
receives the same type of consideration in such transaction and the provisions
of this rule are continued in effect or adopted by such surviving banking
institution as part of its certificate of incorporation; or (iii) the
transaction is required or ordered by any Federal or state regulatory agency;
provided the Board of Directors referred to in (i) of this paragraph passing
upon such transaction shall be comprised of a majority of continuing directors,
i.e., members of such Board who were elected by the stockholders of the
corporation prior to that time, that any such stockholder became the beneficial
owner, directly or indirectly, of more than 5% of any class of the stock of the
corporation, entitled to vote in elections of directors, or who were appointed
to succeed a continuing director by a majority of continuing directors.
The Board of Directors is elected by the shareholders each year and the
directors serve until their respective successors are duly elected and
qualified. The number of directors is not less than five and not more than 25.
The exact number of directors shall be determined by the Board of Directors.
Shareholders may remove any director from office for cause or without
cause by the affirmative vote of the majority of the votes cast by holders of
shares entitled to vote for the election of directors.
Liquidation Rights
In the event of a liquidation, holders of Peapack Common Stock are
entitled to receive ratably any assets distributed to shareholders.
Assessment and Redemption
All outstanding shares of Peapack Common Stock are fully paid and
nonassessable. Peapack Common Stock is not redeemable at the option of the
issuer or the holders thereof.
Preemptive and Conversion Rights
Holders of Peapack Common Stock do not have conversion rights or
preemptive rights with respect to any securities of Peapack.
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ITEM 2. EXHIBITS
1. All exhibits required by Instructions to Item 2 will be
supplied to The American Stock Exchange.
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SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized.
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
ARTHUR BIRMINGHAM
By:_____________________
Arthur Birmingham
Senior Vice President
Dated: October 27, 2000
