UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF
THE SECURITIES EXCHANGE ACT OF 1934
OceanFirst Financial Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 22-3412577 | |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) | |
110 West Front Street Red Bank, New Jersey | 07701 | |
| (Address of principal executive offices) | (Zip Code) | |
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so registered | Name of each exchange on which each class is to be registered | |
| Depositary Shares (each representing a 1/40th interest in a share of 7.00%Fixed-to-Floating RateNon-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share) | The Nasdaq Stock Market LLC |
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) or (e), check the following box. ☒
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐
Securities Act registration statement or Regulation A offering statement file number to which this form relates:
FileNo. 333-237356
Securities to be registered pursuant to Section 12(g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
| Item 1. | Description of Registrant’s Securities to be Registered. |
The securities to be registered hereby are depositary shares (the “Depositary Shares”), each representing a 1/40th ownership interest in a share of 7.00%Fixed-to-Floating RateNon-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Preferred Stock”), of OceanFirst Financial Corp. (the “Company”), with a liquidation preference of $1,000 per share of Preferred Stock (equivalent to $25 per Depositary Share). For a description of the Preferred Stock and the Depositary Shares, reference is made to the information set forth under the headings “Description of Preferred Stock” and “Description of Depositary Shares” in the Company’s prospectus supplement, dated May 1, 2020, to the prospectus, dated March 24, 2020, which constitutes a part of the Company’s Registration Statement on FormS-3 (File No. 333-237356), filed under the Securities Act of 1933, as amended, which information is hereby incorporated herein by reference.
| Item 2. | Exhibits. |
| Exhibit No. | Description | |
| 3.1 | Certificate of Incorporation of OceanFirst Financial Corp., incorporated herein by reference from the Exhibits to FormS-1, Registration Statement, effective May 13, 1996 as amended, RegistrationNo. 33-80123. | |
| 3.1A | Certificate of Amendment to the Certificate of Incorporation of OceanFirst Financial Corp., incorporated herein by reference from Exhibit to Form8-K filed on June 4, 2018. | |
| 3.2 | Certificate of Designation of 7.00%Fixed-to-FloatingNon-Cumulative Perpetual Preferred Stock, Series A, of the Company, filed with the Secretary of State of the State of Delaware and effective May 6, 2020. | |
| 3.3 | Bylaws of OceanFirst Financial Corp., incorporated herein by reference from Exhibit 3.2 to Form8-K filed on December 21, 2017. | |
| 4.1 | Form of certificate representing the 7.00%Fixed-to-Floating RateNon-Cumulative Perpetual Preferred Stock, Series A. | |
| 4.2 | Deposit Agreement, dated as of May 7, 2020, by and among the Company, Broadridge Corporate Issuer Solutions, Inc., as Depositary, and the holders from time to time of the depositary receipts described therein. | |
| 4.3 | Form of Depositary Receipt (included as Exhibit A to Exhibit 4.2 hereto). | |
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.
| OceanFirst Financial Corp. | ||||||
| Date: May 7, 2020 | By: | /s/ Michael J. Fitzpatrick | ||||
| Michael J. Fitzpatrick | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
