FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENTER BANCORP, INC.
____________________________________________________________________________
(Exact name of registrant as specified in its charter)
New Jersey 52-1273725
_____________________________________________________________________________
(State of incorporation or organization) (I.R.S. Employer Identification No.)
2455 Morris Avenue, Union, New Jersey 07083
_____________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
___________________________________ _________________________________
If this Form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A.(c)(1),
please check the following box.[ ]
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933 pursuant
to General Instruction A.(c)(2), please check the following box.[ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
______________________________________________________________________________
(Title of class)
Item 1. Description of Registrant's Securities to be Registered.
The authorized capital stock of Center Bancorp, Inc. (the
"Company") consists of 20,000,000 shares of common stock, no par value
("Common Stock").
Common Stock
Holders of Common Stock are entitled to one vote for
each share on all matters submitted to a vote of shareholders and
do not have cumulative voting rights. Accordingly, holders of a
majority of the shares of Common Stock entitled to vote in any
election of directors may elect all of the directors standing for
election. Holders of Common Stock are entitled to receive
ratably such dividends, if any, as may be declared by the Board
of Directors out of funds legally available therefor. Upon the
liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to receive ratably the net assets of
the Company available after payment or provision for all
liabilities. Holders of Common Stock have no pre-emptive,
subscription, redemption or conversion rights. All outstanding
shares of Common Stock are, upon payment therefor, fully paid and
nonassessable.
New Jersey Anti-Takeover Law and Certain Charter and By-Law
Provisions
The New Jersey Business Corporation Act provides that in
determining whether a proposal or offer to acquire a corporation
is in the best interest of the corporation, the Board may, in
addition to considering the effects of any action on
shareholders, consider any of the following: (a) the effects of
the proposed action on the corporation's employees, suppliers,
creditors and customers, (b) the effects on the community in
which the corporation operates and (c) the long-term as well as
short-term interests of the corporation and its shareholders,
including the possibility that these interests may best be served
by the continued independence of the corporation. The statute
further provides that if, based on these factors, the Board
determines that any such offer is not in the best interest of the
corporation, it may reject the offer. These provisions may make
it more difficult for a shareholder to challenge the Board's
rejection of, and may facilitate the Board's rejection of, an
offer to acquire the Company.
The Company is subject to the New Jersey Shareholders
Protection Act (the "Protection Act"), which prohibits certain
New Jersey corporations from engaging in business combinations
(including mergers, consolidations, significant asset
dispositions and certain stock issuances) with any interested
shareholder (defined to include, among others, any person that
becomes a beneficial owner of 10% or more of the affected
corporation's voting power) for five years after such person
becomes an interested shareholder, unless the business
combination is approved by the Board of Directors prior to the
date the shareholder became an interested shareholder. In
addition, the Protection Act prohibits any business combination
at any time with an interested shareholder other than a
transaction that (i) is approved by the Board of Directors prior
to the date the interested shareholder became an interested
shareholder, or (ii) is approved by the affirmative vote of the
holders of two-thirds of the voting stock not beneficially owned
by the interested shareholder, or (iii) satisfies certain "fair
price" and related criteria.
The Company's Certificate of Incorporation, as amended, and
By-laws provide for (i) the classification of the Company's Board
of Directors into three classes to be elected to staggered three-
year terms; (ii) limitations on the shareholders' ability to
nominate individuals for election as directors; and (iii) the
requirement that the holders of at least 66-2/3 percent of the
outstanding shares of Common Stock vote to approve either the
merger, consolidation, liquidation or dissolution of the Company
or the sale or other disposition of sale or substantially all of
the assets of the Company.
Limitation of Liability and Indemnification Matters
The Company has included in its Certificate of
Incorporation, as amended, provisions to indemnify its officers
and directors to the fullest extent permitted by law. Pursuant
to the provisions of the Company's Certificate of Incorporation,
as amended, directors and officers of the Company are not
personally liable to the Company or its shareholders for damages
for breach of fiduciary duty, except for (i) breaches of such
person's duty of loyalty, (ii) those instances where such person
is found not in good faith or in knowing violation of the law or
(iii) those instances where such person received an improper
personal benefit as the result of such breach.
Transfer Agent and Registrar
The Transfer Agent and Registrar for the Common Stock is
American Stock Transfer & Trust Company.
Item 2. Exhibits.
3.1 Certificate of Incorporation of the Registrant, as amended
3.2 By-Laws of the Registrant are incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1992
SIGNATURE
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, thereto duly authorized.
Date: June 5, 1996
CENTER BANCORP., INC.
By:/s/ Anthony C. Weagley
Chief Financial Officer
Exhibit Index
3.1 Certificate of Incorporation of the Registrant, as amended
CERTIFICATE OF INCORPORATION
OF
CENTER BANCORP
FILED NOVEMBER 12, 1988
JANE BURGIO
Secretary of State
CERTIFICATE OF INCORPORATION
OF
CENTER BANCORP
This is to certify that, there is hereby organized a Corporation under and by
virtue of N.J.S. 14:101 et seq., the New Jersey "Business Corporation Act."
First: Corporate Name. The name of the Corporation is Center Bancorp.
Second: Registered Office. The address of this Corporation's initial
registered office is 2003 Morris Avenue, Union, New Jersey 07083, and the
name of the Corporation's initial registered agent at such address is John
J. Davis.
Third: Corporate Purposes. The purpose or purposes for which the Corporation
is organized are:
(a) To act as a bank holding company, with all of the rights,
powers and privileges, and subject to all of the limitations, specified
in any applicable state or federal legislation from time to time in effect;
(b) To engage in any other activities within the purposes for
which Corporations may be organized under the New Jersey Business Corporation
Act.
Fourth: Capitalization. The total authorized capital stock of the Corpora-
tion shall consist of 1,000,000 shares of common stock, par value
$5.00 per share. Shares of the authorized capital stock may be issued
from time to time for such consideration (not less than the par value thereof)
as may be fixed from time to time by the Board of Directors.
Fifth: Initial Directors. The number of directors constituting the initial
Board of Directors of the Corporation shall be three; and the names and
addresses of the directors are:
Name Address
Jack McDonnell 1070 Wychwood Rd., Westfield, NJ 07090
John J. Davis 6 Knollwood Dr. Morristown, NJ 07960
Donald G. Kein 103 Huron Dr., Chatham Township, NJ 07928
Sixth: Incorporation. The name and address of each incorporator is:
Name Address
Jack McDonnell 1070 Wychwood Rd., Westfield, NJ 07090
John J. Davis 6 Knollwood Dr., Morristown, NJ 07960
Donald G. Kein 103 Huron Dr., Chatham Township, NJ 07928
Seventh: No Cumulative Voting Rights. Cumulative voting for the election of
directors shall not be permitted.
Eighth: Indebtedness. The Corporation shall have authority to borrow money
and the Board of Directors, without the approval of the shareholders and
acting within their sole discretion, shall have the authority to issue debt
instruments of the Corporation upon such terms and conditions and with such
limitation as the Board of Directors deems advisable. The authority of the
Board of Directors shall include, but not be limited to, the power to issue
convertible debentures.
Ninth: The Board of Directors may, if it deems advisable, oppose a
tender, or other offer for the Corporation's securities, whether the offer is
in cash or in securities of a Corporation or otherwise. When considering
whether to oppose an offer, the Board of Directors may, but it is not
legally obligated to, consider any and all of the following:
(1) Whether the offer price is acceptable based on the historical
and present operating results or financial conditions of the Corporation.
(2) Whether a more favorable price could be obtained for the
Corporation's securities in the future.
(3) The impact which an acquisition of the Corporation would have
on its employees, depositors and customers of the Corporation and its
subsidiaries in the community which they serve.
(4) The reputation and business practices of the offeror and
its management and affiliates as they would affect the employees, depositors
and customers of the Corporation and its subsidiaries and the future value of
the Corporation's stock.
(5) The value of the securities, if any, which the offeror is
offering in exchange for the Corporation's securities, based on an analysis
of the worth of the Corporation as compared to the Corporation or other
entity whose securities are being offered.
(6) Any antitrust or other legal and regulatory issues that are raised
by the offer.
If the Board of Directors determines that an offer should be rejected, it
may take any lawful action to accomplish its purpose including, but not
limited to any and all of the following: advising shareholders not to
accept the offer; litigation against the offeror; filing complaints with all
governmental and regulatory authorities; acquiring the Corporation's
securities; selling or otherwise issuing authorized but unissued securities
or treasury stock or granting options with respect thereto; acquiring a
company to create an antitrust or other regulatory problem for the offeror;
and obtaining a more favorable offer from another individual or entity.
Tenth: Preemptive Rights. No holder of common stock of the Corporation,
as such, shall be entitled, as a matter of right, to subscribe for or purchase
any part of any new or additional issue of stock of any class whatsoever, any
rights or options to purchase stock of any class whatsoever, or any securities
convertible into, exchangeable for or carrying rights or options to purchase
stock of any class whatsoever, whether now or hereafter authorized, and whether
issued for cash or other consideration, or by way of dividend.
Eleventh: Number of Directors. The By-Laws shall specify the number of
directors other than the number constituting the First Board. Any vacancy in
the Board, including a vacancy created by an increase in the number of
directors, may be filed by the affirmative vote of a majority of the remaining
directors, even though less than a quorum of the Board, or by a sole remaining
director.
Twelfth: Classification of Directors. The Board of Directors of the Corp-
oration shall be divided into three classes, the respective terms of office
of which shall end in successive years. The number of directors in each class
shall be specified in the By-Laws and shall be as nearly equal as possible.
Unless they are elected to fill vacancies, the directors in each class shall be
elected to hold office until the third successive annual meeting of shareholders
after their election and until their successors shall have been elected and
qualified. At each annual meeting of shareholders the directors of only one
class shall be elected, except directors who may be elected to fill vacancies.
Thirteenth: Indemnification. 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 Corpora-
tion to the fullest extent permitted by law against all expenses and lia-
bilities 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 direc-
tor, officer, employee or agent of the Corporation, or of such other Corp-
oration, whether or not he is a director, officer, employee or agent of the
Corporation or such other Corporation at the time the expenses or liabilities
are incurred.
Fourteenth: No merger, consolidation, liquidation or dissolution of the
Corporation nor any action that would result in the sale or other disposition
of all or substantially all of the assets of the Corporation shall be valid
unless first approved by the affirmative vote of the holders of at least sixty
six and 2/3 percent (662/3%) of the outstanding shares of Common Stock. This
Article 14 may not be amended unless first approved by the affirmative vote of
the holders of at least sixty-six and 2/3 percent (66-2/3%) of the outstanding
shares of Common Stock.
IN WITNESS WHEREOF, we, the incorporators of the above-named Corporation
hereunto signed this Certificate of Incorporation on the ninth day of
November.
____________________________________
Incorporator
___________________________________
Incorporator
___________________________________
Incorporator
CERTIFICATE OF AMENDMENT TO THE
CERTIFICATE OF INCORPORATION OF
CENTER BANCORP, INC.
[For Use by Domestic Corporations Only]
FILED MARCH 17, 1988
JANE BURGIO
Secretary of State
To: The Secretary of State
State of New Jersey
Pursuant to the provisions of Section 14A:9-2(4) and Section
14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned
Corporation executes the following Certificate of Amendment to its Certificate
of Incorporation:
1. The name of the Corporation is Center Bancorp Inc., a New
Jersey Corporation.
2. The following amendment to the Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders
of the Corporation on the 15th day of March, 1988.
Resolved, that the Article Fourth of the Certificate of Incorpora-
tion be amended to read as follows:
Fourth: Capitalization. The total authorized
capital stock of the Corporation shall
consist of 10,000,000 shares of common stock,
no par value per share. Shares of the
authorized capital stock may be issued from
time to time for such consideration as may be
fixed from time to time by the Board of
Directors.
3. The number of shares outstanding at the time of the adoption
of the amendment was 348,158. The total number of shares entitled to vote
thereon was 348,158.
If the shares of any class or series are entitled to vote thereon as a class,
set forth below the designation and number of outstanding shares entitled to
vote thereon of each such class or series. (Omit if not Applicable.)
4. The number of shares voting for and against such amendment
is as follows:
(If the shares of any class or series are entitled to vote as a
class, set forth the number of shares of each such class and series voting
for and against the amendment, respectively.)
Number of shares Number of shares Number of shares
Voting For Amendment Voting Against Abstaining
Amendment
267,697 19,300 4,876
5. The following amendment to the Certificate of Incorporation
was approved by the directors and thereafter duly adopted by the shareholders of
the Corporation on the 15th day of March, 1988.
Resolved, that the Certificate of Incorporation be amended to add
Articles Fifteenth and Sixteenth and shall read as follows:
Fifteenth: so long as permitted by law,
no director of the Corporation shall be
personally liable to the Corporation or its
shareholders for damages for breach of any
duty owed by such person to the Corporation
or its shareholders; provided, however, that
this paragraph fifteen shall not relieve any
person from liability to the extent provided
by applicable law for any breach of duty
based upon an act or omission (a) in breach
of such person's duty of loyalty to the
Corporation or its shareholders, (b) not in
good faith or involving a knowing violation
of law or (c) resulting in receipt by such
person of any improper personal benefit. No
amendment to or repeal of this paragraph
fifteen and no amendment, repeal or
termination of effectiveness of any law
authorizing this paragraph fifteen shall
apply to or have any effect on the liability
or alleged liability of any director or with
respect to any acts or omissions of such
director occurring prior to such amendment,
repeal or termination of effectiveness.
Sixteenth: so long as permitted by law,
no officer of the Corporation shall be
personally liable to the Corporation or its
shareholders for damages for breach of any
duty owned by such person to the Corporation
or its shareholders; provided, however, that
this paragraph sixteen shall not relieve any
person from liability to the extent provided
by applicable law for any breach of duty
based upon an act or omission (a) in breach
of such person's duty of loyalty to the
Corporation or its shareholders, (b) not in
good faith or involving a knowing violation
of law or (c) resulting in receipt by such
person of an improper personal benefit. No
amendment to or repeal of this paragraph
sixteen and no amendment, repeal or
termination of effectiveness of any law
authorizing this paragraph sixteen shall
apply to or have any effect on the liability
or alleged liability of any officer for or
with respect to any acts or omissions of such
officer occurring prior to such amendment,
repeal or termination of effectiveness.
6. The number of shares outstanding at the time of the adoption
of the amendment was 348,158. The total number of shares entitled to vote
thereon was 348,158.
(If the shares of any class or series are entitled to vote thereon
as a class, set forth below the designation and number of outstanding shares
entitled to vote thereon of each such class or series.) (Omit if not Applic-
able)
7. The number of shares voting for and against such amendment
is as follows:
(If the shares of any class or series are entitled to vote as a
class, set forth the number of shares of each such class and series voting
for and against the amendment, respectively.)
Number of shares Number of shares Number of shares
Voting For Amendment Voting Against Abstaining
Amendment
279,424 2,954 9,495
(If the amendment is accompanied by a reduction of stated capital,
the following clause may be inserted in the Certificate of Amendment, in lieu
of filing a Certificate of Reduction under Section 14A:7-19, Corporations,
General, of the New Jersey Statutes. Omit this clause if not applicable.)
8. The stated capital of the Corporation is reduced in the
following amount: $_____ OMIT. The manner in which the reduction is
effected is as follows:
The amount of stated capital of the Corporation after giving effect
to the reduction is $______ OMIT. (Must be set forth in dollars.)
9. If the amendment provides for an exchange, reclassification or
cancellation of issued shares, set forth a statement of the manner in which
the same shall be effected (Omit if not applicable.) OMIT
(Use the following only if an effective date, not later than 30 days
subsequent to the date of filing is desired.)
10. The effective date of this Amendment to the Certificate of
Incorporation shall be _____________.
Dated this 17th day of March, 1988.
CENTER BANCORP, INC.
(Corporation Name)
By: /s/John J. Davis
(Signature)
John J. Davis, President
(Type or Print Name & Title)
(May be executed by the chairman of the board, or the president,
or a vice-president of the Corporation)
Return to Secretary of State, P. O. Box 1330, Trenton, NJ 08625,
Attn.: Corporation Filing.
Filing Fee $50
NOTE: No recording fees will be assessed.
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
CENTER BANCORP, INC.
Pursuant to N.J.S. 14A:7-15.1(3)
Dated: As of July 1, 1993
FILED NOVEMBER 22, 1993
DANIEL J. DALTON
Secretary of State
The undersigned Corporation, having adopted an
amendment to its certificate of incorporation in connection with
a stock split, hereby certifies as follows:
1. The name of the Corporation is Center Bancorp,
Inc.
2. The date of adoption by the board of directors of
the Corporation of the resolution approving the two for one stock
split effectuated on July 1, 1993 (the "Stock Split") was May 20,
1993.
3. The amendment to the certificate of incorporation
will not adversely affect the rights or preferences of the
holders of outstanding shares of any class or series and will not
result in the percentage of authorized shares that remains
unissued after the Stock Split exceeding the percentage of
authorized shares that was unissued before the Stock Split.
4. The only class of shares subject to the Stock
Split was the Corporation's Common Stock. The number of shares
of Common Stock subject to the Stock Split was 800,000. The
number of shares issued in connection with the Stock Split was
800,000.
5. The certificate of incorporation is amended to
increase the Corporation's number of authorized shares of Common
Stock from 10,000,000 to 20,000,000. In connection therewith,
the fourth paragraph of the certificate of incorporation is
deleted in its entirety and a new fourth paragraph, annexed
hereto as Exhibit A, is substituted for it.
IN WITNESS WHEREOF, the undersigned Corporation has
caused this certificate to be executed on its behalf by its duly
authorized officer as of the date first above written.
CENTER BANCORP, INC.
By: /s/John J. Davis
John Davis, President
Exhibit A
Fourth: Capitalization. The total authorized capital
stock of the Corporation shall consist of 20,000,000 shares of
Common Stock, without par value. Shares of the authorized
capital stock may be issued from time to time for such
consideration as may be fixed from time to time by the Board of
Directors.
