As filed with the Securities and Exchange Commission on January 10, 2020
RegistrationNo. 333-145695
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORMS-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TWO RIVER BANCORP
(Exact Name of Registrant as Specified in Its Charter)
| New Jersey | 20-3700861 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
COMMUNITY PARTNERS BANCORP 2007 EQUITY INCENTIVE PLAN
TWO RIVER COMMUNITY BANK 2003 INCENTIVE STOCK OPTION PLAN
TWO RIVER COMMUNITY BANK 2003NON-QUALIFIED STOCK OPTION PLAN
TWO RIVER COMMUNITY BANK INCENTIVE STOCK OPTION PLAN (2001)
TWO RIVER COMMUNITY BANKNON-QUALIFIED STOCK OPTION PLAN (2001)
THE TOWN BANK OF WESTFIELD 2002 EMPLOYEE STOCK OPTION PLAN
THE TOWN BANK OF WESTFIELD 2001 EMPLOYEE STOCK OPTION PLAN
THE TOWN BANK OF WESTFIELD 2000 EMPLOYEE STOCK OPTION PLAN
THE TOWN BANK OF WESTFIELD 1999 EMPLOYEE STOCK OPTION PLAN
THE TOWN BANK OF WESTFIELD 2001 DIRECTOR STOCK OPTION PLAN
THE TOWN BANK OF WESTFIELD 2000 DIRECTOR STOCK OPTION PLAN
THE TOWN BANK OF WESTFIELD 1999 DIRECTOR STOCK OPTION PLAN
(Full Title of the Plan)
766 Shrewsbury Avenue, Tinton Falls, New Jersey 07724
(732)389-8722
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices)
Copies To:
| Christopher D. Maher | Steven J. Tsimbinos, Esq. | David C. Ingles, Esq. | ||
| OceanFirst Financial Corp. | OceanFirst Financial Corp. | Skadden, Arps, Slate, Meagher & Flom LLP | ||
| 110 West Front Street | 110 West Front Street | 4 Times Square | ||
| Red Bank, New Jersey 07701 | Red Bank, New Jersey 07701 | New York, New York 10036 | ||
| Phone: (732) 240-4500 | Phone: (732) 240-4500 | Phone: (212) 735-3000 |
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following Registration Statement on FormS-8 (the “Registration Statement”) filed with the Securities and Exchange Commission on August 24, 2007 by Community Partners Bancorp, predecessor in interest to Two River Bancorp, a New Jersey corporation (“Two River”):
| • | Registration Statement on FormS-8, FileNo. 333-145695, registering 1,924,922 shares of common stock, no par value, for issuance under the Community Partners Bancorp 2007 Equity Incentive Plan, Two River Community Bank and The Town Bank on April 1, 2006: the Two River Community Bank 2003 Incentive Stock Option Plan, Two River Community Bank 2003Non-Qualified Stock Option Plan, Two River Community Bank Incentive Stock Option Plan (2001), Two River Community BankNon-Qualified Stock Option Plan (2001), The Town Bank of Westfield 2002 Employee Stock Option Plan, The Town Bank of Westfield 2001 Employee Stock Option Plan, The Town Bank of Westfield 2000 Employee Stock Option Plan, The Town Bank of Westfield 1999 Employee Stock Option Plan, The Town Bank of Westfield 2001 Director Stock Option Plan, The Town Bank of Westfield 2000 Director Stock Option Plan and The Town Bank of Westfield 1999 Director Stock Option Plan. |
Effective as of January 1, 2020, pursuant to that certain Agreement and Plan of Merger, dated as of August 9, 2019, by and among OceanFirst Financial Corp. (“OceanFirst”), Hammerhead Merger Sub Corp., a wholly-owned subsidiary of OceanFirst (“Merger Sub”), and Two River, (i) Merger Sub merged with and into Two River, with Two River continuing as the surviving corporation and a wholly-owned subsidiary of OceanFirst (the “First-Step Merger”) and (ii) immediately following the completion of the First-Step Merger, Two River merged with and into OceanFirst, with OceanFirst continuing as the surviving corporation (together with the First-Step Merger, the “Integrated Mergers”).
In connection with the Integrated Mergers, OceanFirst, as the successor to Two River, is terminating all offers and sales of its securities registered pursuant to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, OceanFirst hereby amends the Registration Statement by deregistering all shares that remain unsold or unissued under such Registration Statement.
SIGNATURES
The Registrant.
Pursuant to the requirements of the Securities Act of 1933 (the “Securities Act”), OceanFirst Financial Corp., as the successor to Two River Bancorp, certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormS-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Red Bank, New Jersey on January 10, 2020.
| OCEANFIRST FINANCIAL CORP. | ||
| (as the successor to Two River Bancorp) | ||
| By: | /s/ Steven J. Tsimbinos | |
| Name: | Steven J. Tsimbinos | |
| Title: | Executive Vice President, General Counsel | |
| & Corporate Secretary |
No other person is required to sign this Post-Effective Amendment to the Registration Statement in reliance upon Rule 478 of the Securities Act.
