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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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CENTER BANCORP, INC.
(Exact name of registrant as specified in its charter)
New Jersey 52-1273725
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
2455 Morris Avenue, Union, NJ 07083-0007
(Address of principal executive offices; zip code)
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Union Center National Bank 401(k) Profit Sharing Plan
(Full title of the plan)
Anthony C. Weagley
Vice President & Treasurer
Center Bancorp, Inc.
2455 Morris Avenue, Union, NJ 07083-0007
(609) 419-1500
(Name, address and telephone number,
including area code, of agent for service)
Copy to:
Peter H. Ehrenberg, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
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<CAPTION>
Calculation of Registration Fee
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Proposed Proposed
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered Price per Share(1) Offering Price(1) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, no par
value (1) 50,000 shares $15.3125 $765,625 $203
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis
of the average of the high and low sale prices for a share of Common Stock
on the National Market System of NASDAQ on May 16, 2000.
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PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
The SEC allows us to "incorporate" into this Registration Statement
information we file with it in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this Registration Statement, and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below, except to the extent information in those documents
is different from the information contained in this Registration Statement, and
all future documents filed with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we terminate the offering of these
shares:
(a) Our Annual Report on Form 10-K for the year ended December 31,
1999;
(b) Our Quarterly Report on Form 10-Q for the quarter ended March 31,
2000; and
(c) The description of our Common Stock set forth in the Registration
Statement on Form 8-A filed by the Company with the SEC pursuant to Section 12
of the Exchange Act and filed by the Company with the SEC on June 5, 1996.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director, officer, employee or agent of the corporation or a person serving at
the request of the corporation as a director, officer, trustee, employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves such corporate agent by reason of
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the fact that he is or was a corporate agent if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Subsection (4) of Section 3-5 provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (2) and (3) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) incurred by him in connection therewith.
Subsection (8) of Section 3-5 provides that the indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation, a by-law, an agreement, a vote of shareholders, or otherwise.
That subsection explicitly permits indemnification for liabilities and expenses
incurred in proceedings brought by or in the right of the corporation
(derivative proceedings). The only limit on indemnification of directors and
officers imposed by that subsection is that a corporation may not indemnify a
director or officer if a judgment has established that the director's or
officer's acts or omissions were a breach of his or her duty of loyalty, not in
good faith, involved a knowing violation of the law, or resulted in receipt of
an improper personal benefit.
Subsection (9) of Section 3-5 provides that a corporation is empowered
to purchase and maintain insurance on behalf of a director or officer against
any expenses or liabilities incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against expenses and liabilities under
other provisions of the law.
The Registrant's Restated Certificate of Incorporation contains the
following provision regarding 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 corporation to the fullest extent
permitted by law against all expenses and liabilities 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 director, officer, employee or agent of the
corporation, or of such other corporation, whether or not he is a director,
officer, employee or agent of the corporation or such other corporation at the
time that the expenses or liabilities are incurred."
Item 7. Exemption From Registration Claimed
Not applicable.
Item 8. Exhibits
The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.
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Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any acts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
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Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Union, State of New Jersey, on the 17th day of May,
2000.
CENTER BANCORP, INC.
By: /s/ John J. Davis
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John J. Davis
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 17th day of May, 2000.
Signature Title
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/s/ Charles P. Woodward* Chairman of the Board
Charles P. Woodward
/s/ John J. Davis* Director; President and
John J. Davis Chief Executive Officer
/s/ Hugo Barth, III* Director
Hugo Barth, III
/s/ Robert L. Bischoff* Director
Robert L. Bischoff
/s/ Alexander A. Bol* Director
Alexander A. Bol
/s/ Brenda Curtis* Director
Brenda Curtis
/s/ Donald G. Kein* Director
Donald G. Kein
/s/ Paul Lomakin, Jr.* Director
Paul Lomakin, Jr.
/s/ Herbert Schiller* Director
Herbert Schiller
/s/ William A. Thompson* Director
William A. Thompson
/s/ Anthony C. Weagley Chief Financial and
Anthony C Weagley Accounting Officer
*By: /s/ Anthony C. Weagley
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Anthony C. Weagley, Attorney-in-Fact
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EXHIBIT INDEX
4.1 The Registrant's Certificate of Incorporation is incorporated by
reference to Exhibit 3.1 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1998.
4.2 The Registrant's By-Laws are incorporated by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1998.
5.1 Opinion of Lowenstein Sandler PC.
23.1 Consent of KPMG LLP.
23.2 Consent of Lowenstein Sandler PC is included in Exhibit 5.1.
24.1 Power of Attorney.
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Exhibit 5.1
May 17, 2000
Center Bancorp, Inc.
2455 Morris Avenue
Union, New Jersey 07083
Dear Sirs:
In connection with the pending registration under the Securities Act of 1933, as
amended (the "Act"), of 50,000 shares of common stock, no par value, of Center
Bancorp, Inc., a New Jersey corporation (the "Company"), offered for sale
pursuant to the Union Center National Bank 401(k) Profit Sharing Plan (the
"Shares"), we have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion. On the basis of such examination,
we advise you that, when the Company's Registration Statement on Form S-8
relating to such Shares has become effective under the Act and the Shares have
been issued and sold as contemplated by such Plan, the Shares will be validly
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to such
Registration Statement.
Very truly yours,
/s/ LOWENSTEIN SANDLER PC
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Exhibit 23.1
INDEPENDENT ACCOUNTANT'S CONSENT
The Board of Directors
Center Bancorp, Inc.
We consent to the use of our report dated January 28, 2000 relating to the
consolidated statements of condition of Center Bancorp, Inc. and subsidiary as
of December 31, 1999 and 1998 and the related consolidated statements of income,
changes in stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 1999, which report is incorporated by
reference in the December 31, 1999 Annual Report on Form 10-K of Center Bancorp,
Inc., incorporated by reference in the Registration Statement on Form S-8 of
Center Bancorp, Inc.
/s/ KPMG LLP
Short Hills, New Jersey
May 17, 2000
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POWER OF ATTORNEY
WHEREAS, the undersigned officers and directors of Center Bancorp, Inc.
desire to authorize John J. Davis and Anthony C. Weagley to act as their
attorneys-in-fact and agents, for the purpose of executing and filing a
registration statement on Form S-8, including all amendments thereto,
NOW, THEREFORE,
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints John J. Davis and Anthony C. Weagley,
and each of them, his true and lawful attorney-in-fact and agent, with full
power of substitution and resubstitution, to sign a Registration Statement on
Form S-8 registering up to 50,000 shares of the Common Stock of Center Bancorp,
Inc. issuable pursuant to the Union Center National Bank 401(k) Profit Sharing
Plan, including any and all amendments and supplements thereto, and to file the
same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned have executed this power of
attorney in the following capacities as of the 4th day of May, 2000.
Signature Title
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/s/ Charles P. Woodward Chairman of the Board
Charles P. Woodward
/s/ John J. Davis Director; President and
John J. Davis Chief Executive Officer
/s/ Hugo Barth, III Director
Hugo Barth, III
/s/ Robert L. Bischoff Director
Robert L. Bischoff
/s/ Alexander A. Bol Director
Alexander A. Bol
/s/ Brenda Curtis Director
Brenda Curtis
/s/ Donald G. Kein Director
Donald G. Kein
/s/ Paul Lomakin, Jr. Director
Paul Lomakin, Jr.
/s/ Herbert Schiller Director
Herbert Schiller
/s/ William A. Thompson Director
William A. Thompson
/s/ Anthony C. Weagley Chief Financial and
Anthony C Weagley Accounting Officer
