FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of Report (Date of earliest event reported): JUNE 16, 1998
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GREATER COMMUNITY BANCORP
.................................................................
(Exact name of registrant as specified in its charter)
NEW JERSEY 0-14294 22-2545165
.................................................................
(State or other (Commission (IRS Employer
jurisdiction of File No.) Idenification No.)
incorporation)
55 UNION BOULEVARD, TOTOWA, NEW JERSEY 07512
.................................................................
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 973-942-1111
..............
GREATER COMMUNITY BANCORP
.................................................................
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On June 16, 1998, the Board of Directors authorized a 2- for 1
split of the Corporation's common stock, $1.00 par value per share. There will
be no change in the $1.00 par value of the common stock. Certificates for new
shares equal to the number of shares of common stock outstanding on July 15,
1998 (the "Record date") will be issued on July 31, 1998 (the "Payment Date").
The Board of Directors also voted to increase the rate of the
regular quarterly dividend by 20% to Six Cents ($.06) per share (post-split),
and to declare a cash dividend in that amount payable on the Payment Date to
holders of record of the common stock on the Record Date.
The Board of Directors also amended the Certificate of
Incorporation to increase the authorized common stock from 10 million shares to
20 million shares. The authority to issue 1 million shares of preferred stock
(of which no shares are outstanding) remains unchanged.
In connection with the stock split, the current adjusted
number of shares subject to outstanding stock options will be doubled, and the
current adjusted purchase price of all outstanding stock options will be reduced
by 50%.
Item 7. Financial Statements and Exhibits.
(c) Exhibits. The following exhibit is being filed with this Report and
is attached hereto:
3.2 Certificate of Amendment of Certificate of
Incorporation of Greater Community Bancorp dated June
23, 1998, to be filed with the New Jersey Secretary
of State.
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.
GREATER COMMUNITY BANCORP
..............................
(Registrant)
JUNE 23, 1998 /s/ George E. Irwin
Date ......................... ..............................
(Signature)
GEORGE E. IRWIN
PRESIDENT AND C.O.O.
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EXHIBIT INDEX
Exhibit No. Title
3.2 Certificate of Amendment of Certificate of
Incorporation of Greater Community Bancorp dated June
23, 1998 to be filed with the New Jersey Secretary of
State
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EXHIBIT 3.2
TO BE FILED WITH THE NEW JERSEY SECRETARY OF STATE
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
GREATER COMMUNITY BANCORP
TO: Secretary of State
State of New Jersey
Pursuant to the provisions of N.J.S.A. Sections 14A:7-
15.1(2), 14A:9-2 and 14A:9-4, Corporations, General, of the New Jersey Statutes,
the undersigned corporation executes the following Certificate of Amendment of
Certificate of Incorporation:
1. The name of the corporation is GREATER COMMUNITY BANCORP.
2. Paragraph 3.(a) of the corporation's Restated Certificate
of Incorporation is amended in its entirety to read as follows:
"3.(a) The total number of shares of stock which the
corporation shall have authority to issue is Twenty-One Million
(21,000,000) shares, consisting of (1) Twenty Million (20,000,000)
shares of Common Stock, One Dollar ($1.00) par value per share, all of
the same class (hereinafter referred to as the "Common Stock"), and (2)
One Million (1,000,000) shares of preferred stock without par value
which may be divided into classes and into series within any class or
classes as determined by the Board of Directors (hereinafter referred
to as the "Preferred Stock")."
3. The amendments were unanimously adopted by the
corporation's board of directors on June 16, 1998, in connection
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with a two-for-one split of the corporation's common stock, in accordance with
the authority granted to the board by N.J.S.A. 14A:7-15.1(2). Such split will be
effectuated by the issuance of additional shares of common stock equal to the
number of shares outstanding on the record date for the split.
4. The amendment to the Certificate of Incorporation is not
intended to provide for any change in the par value of the common stock, $1.00
par value per share, or to effect any exchange, reclassification, or
cancellation of issued shares.
5. The amendment shall become effective upon the date of
filing in the office of the Secretary of State of New Jersey.
IN WITNESS WHEREOF, the corporation has executed this
Certificate of Amendment of Certificate of Incorporation on June 23, 1998.
/s/ George E. Irwin
George E. Irwin, President
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