As filed with the Securities and Exchange Commission on February 2, 2005
Registration No. 333- ______
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UNITED STATES 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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CENTRAL JERSEY BANCORP
(Exact name of registrant as specified in its charter)
New Jersey 22-3757709
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
627 Second Avenue
Long Branch, New Jersey 07740
(Address, including zip code, of registrant's Principal Executive Offices)
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ALLAIRE COMMUNITY BANK 1999 EMPLOYEE STOCK PLAN
ALLAIRE COMMUNITY BANK 2000 EMPLOYEE STOCK PLAN
ALLAIRE COMMUNITY BANK 2001 EMPLOYEE STOCK PLAN
ALLAIRE COMMUNITY BANK 1999 DIRECTOR STOCK OPTION PLAN
ALLAIRE COMMUNITY BANK 2000 DIRECTOR STOCK OPTION PLAN
ALLAIRE COMMUNITY BANK 2001 DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
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JAMES S. VACCARO
President and Chief Executive Officer
Central Jersey Bancorp
627 Second Avenue
Long Branch, New Jersey 07740
(732) 571-1300
(Name, address and telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered (1) registered (2) share (3) price (4) fee
Allaire Community Bank
Options to purchase
Common Stock, $0.01 par
value, of Central Jersey
Bancorp 363,597 -- -- --
Common Stock,
$0.01 par value, of Central
Jersey Bancorp 363,597 $17.50 $6,362,948 $748.91
TOTAL REGISTRATION FEE $748.91
(1) Pursuant to an Agreement and Plan of Acquisition, dated as of June 30,
2004, by and between Central Jersey Bancorp (the "Registrant") and Allaire
Community Bank ("Allaire"), the Registrant assumed the Allaire Community
Bank 1999 Employee Stock Plan, the Allaire Community Bank 2000 Employee
Stock Plan, the Allaire Community Bank 2001 Employee Stock Plan, the
Allaire Community Bank 1999 Director Stock Option Plan, the Allaire
Community Bank 2000 Director Stock Option Plan and the Allaire Community
Bank 2001 Director Stock Option Plan (each a "Plan," and collectively, the
"Plans") and all outstanding stock options and other rights granted
thereunder at the effective time of the combination of Allaire and the
Registrant.
(2) In accordance with Rule 416 under the Securities Act of 1933, as amended
(the "Securities Act"), this registration statement also covers such
additional indeterminate numbers of shares as may become issuable pursuant
to anti-dilution provisions of the Plans and to adjust for the occurrence
of certain corporate transactions or events, including, without
limitation, a stock split or stock dividend.
(3) The stock options being registered hereunder have been granted under the
Plans at varying exercise prices. The maximum exercise price of the stock
options being registered hereunder is $17.50 per share.
(4) Estimated in accordance with Rule 457(h) under the Securities Act, solely
for purposes of calculating the registration fee and based upon the
aggregate maximum exercise price of the issued and outstanding stock
options under the Plans, which are being registered hereunder.
EXPLANATORY NOTE
This registration statement contains two parts. The first part contains
"Information Required in the Section 10(a) Prospectus," prepared in accordance
with the requirements of Part I of Form S-8, which covers stock options granted
by Allaire, a wholly-owned subsidiary of the Registrant, under the Plans to
certain employees and directors of Allaire, as well as shares of common stock,
par value $0.01 per share, of the Registrant which may be issued upon the
exercise of the stock options. The second part contains "Information Required in
the Registration Statement" prepared in accordance with Part II of Form S-8.
Such information, along with the documents incorporated by reference into this
registration statement pursuant to Item 3 of Part II hereof, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
-ii-
PROSPECTUS
363,597 SHARES OF COMMON STOCK OF
CENTRAL JERSEY BANCORP
FEBRUARY 2, 2005
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
(a) General Plan Information.
(1) Central Jersey Bancorp (the "Company" or "Registrant") is hereby
registering 363,597 shares of its common stock, par value $0.01 per share
("Common Stock"), as well as stock options to purchase these shares of Common
Stock, such stock options having been granted by the Company's wholly-owned
subsidiary, Allaire Community Bank ("Allaire"), under the Allaire Community Bank
1999 Employee Stock Plan, the Allaire Community Bank 2000 Employee Stock Plan,
the Allaire Community Bank 2001 Employee Stock Plan, the Allaire Community Bank
1999 Director Stock Option Plan, the Allaire Community Bank 2000 Director Stock
Option Plan and the Allaire Community Bank 2001 Director Stock Option Plan
(each, a "Plan," and collectively, the "Plans").
Pursuant to an Agreement and Plan of Acquisition, dated as of June
30, 2004, by and between the Company and Allaire, the Company and Allaire agreed
to combine, as equals, in a strategic business combination (the "Combination")
in which the Company would acquire all of the issued and outstanding shares of
the common stock of Allaire, par value $3.33333 per share, in exchange for
shares of the Company's Common Stock, on a one for one basis. The shareholders
of the Company and the stockholders of Allaire approved the Combination in
December 2004 and the Combination was consummated, effective on January 1, 2005.
As a result of the Combination, Allaire became a wholly-owned subsidiary of the
Company.
At the time that the Combination became effective, 363,597 stock
options granted under the Plans were outstanding and fully-vested. In connection
with the Combination, each outstanding and fully-vested stock option was
converted, at the effective time of the Combination, into a stock option to
purchase the same number of shares of the Company's Common Stock, at the same
exercise price per share, except that any necessary adjustments in the exercise
price of incentive stock options shall be made so that such awards comply with
applicable provisions of the Internal Revenue Code of 1986, as amended (the
"Code"). The Plans have survived the Combination and the stock options granted
thereunder continue to be subject to the same terms and conditions (including,
without limitation, expiration dates and exercise provisions) of their
respective Plans and of any separate stock option agreement or other agreement
which may cover any such stock options. It is contemplated that no additional
stock options or other awards will be granted under any of the Plans from and
after the effective time of the Combination.
(2) The Plans were adopted to enable Allaire to retain and attract
qualified board members, executive officers and other key employees, and to
encourage such qualified board members, executives and other key employees to
participate in the long-term growth and success of Allaire. Each of the Plans
shall terminate on the tenth anniversary of the date on which the Plan was
approved by Allaire's stockholders, unless earlier terminated by Allaire's Board
of Directors (the "Allaire Board"). The Allaire Board may amend any of the Plans
from
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time to time, except that no action may, without the consent of a participant,
alter or impair any stock option previously granted to the participant under any
Plan.
(3) The Plans are not subject to any provisions of the Employee
Retirement Income Security Act of 1974, as amended.
(4) Each employee stock option Plan is administered by a committee
consisting of two or more non-employee, outside members of the Allaire Board.
Each director stock option Plan is administered by a committee consisting of two
or more members of the Allaire Board. Currently, the employee stock option Plans
and the director stock option Plans are administered by the Compensation
Committee of the Allaire Board (the "Compensation Committee"). The Compensation
Committee members serve at the pleasure of the Allaire Board.
Participants in the Plans may obtain additional information about
the Plans, the administration of each Plan and the effect of the Combination on
their stock options by contacting James S. Vaccaro, President and Chief
Executive Officer of Central Jersey Bancorp, by letter addressed to him at 627
Second Avenue, Long Branch, New Jersey 07740, or by calling him at (732)
571-1300.
(b) Securities to be Offered.
(1) As a result of the consummation of the Combination, the 363,597
stock options which have been granted under the Plans can now be exercised for
363,597 shares of the Company's Common Stock, subject to any adjustment as
provided for by the terms of the Plans, including, without limitation, for stock
dividends, stock splits, reorganizations, recapitalizations, mergers,
consolidations, combinations or the like.
(2) Not applicable.
(c) Employees and Directors Who May Participate In the Plans.
Under the Plans, stock options were granted to certain employees and
directors of Allaire. From and after the effective time of the Combination, it
is contemplated that no additional stock options will be granted under any of
the Plans.
(d) Purchase of Securities Pursuant to the Plans and Payment for
Securities Offered.
(1) The per share exercise price of each of the 363,597 stock
options granted under the Plans remains unchanged following the Combination,
provided, that any necessary adjustments to incentive stock options will be made
so that the same will comply with applicable provisions of the Code. The
exercise price for each stock option was equal to the fair market value of
Allaire's common stock on the date the stock option was granted.
Each of the 363,597 stock options granted under the Plans is
currently exercisable and will remain exercisable until its expiration,
forfeiture, termination or cancellation pursuant to
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the terms and provisions of the Plan that it was granted under, or any separate
stock option agreement or other agreement covering such stock option.
Any stock option granted under the Plans may be exercised in whole
or in part. No fractional share of the Company's Common Stock will be delivered
pursuant to the stock options granted under the Plans without the approval of
either the Allaire Board or the Company's Board of Directors.
(2) Full payment for shares of the Company's Common Stock being
purchased by a participant upon the exercise of a stock option granted under a
Plan will be made at the time of the exercise of the stock option. Payment of
the purchase price will be made in cash or by check or in such other form of
consideration as either the Allaire Board or the Company's Board of Directors
may permit in its sole discretion, including by the delivery of previously
acquired shares of the Company's Common Stock having a fair market value equal
to the purchase price of the shares to be purchased upon the exercise of stock
options or a combination of money and previously acquired shares.
(3) Not applicable.
(4) Not applicable.
(5) Not applicable.
(6) Upon the exercise of stock options granted under the Plans, the
shares of the Company's Common Stock will be purchased directly from the Company
and will be delivered from the Company's authorized but unissued shares of
Common Stock. No fees, commissions or other charges will be paid to any person
(except for charges paid to the Company's transfer agent upon the issuance of
stock certificates), upon the exercise of stock options granted under the Plans
or the subsequent issuance and delivery of shares of the Company's Common Stock.
(e) Resale Restrictions.
Restrictions on the resale of shares of the Company's Common Stock
purchased pursuant to the exercise of stock options granted under the Plans may
apply to certain participants who are deemed to be "affiliates" of the Company
for purposes of federal securities laws. Those restrictions may impose
limitations on the amount of shares which may be resold within a given time
period.
The term "affiliates" generally includes directors of the Company, Allaire
and Monmouth Community Bank, N.A., as well as certain executive officers of such
entities. A Plan participant will be informed at the time he or she exercises a
stock option whether he or she is an "affiliate" of the Company. If a
participant is not an "affiliate," any shares of the Company's Common Stock
purchased upon the exercise of a stock option shall be generally
freely-tradable.
The Company will not be obligated to deliver any shares of the Company's
Common Stock pursuant to the Plans until (i) in the opinion of the Company's
counsel, all applicable federal and state laws and regulations have been
complied with, and (ii) all other legal matters in
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connection with the issuance and delivery of such shares of the Company's Common
Stock have been approved by the Company's counsel.
(f) Tax Effects of Plan Participation.
Based on current federal tax law, certain participants in a Plan who own
or hold stock options that qualify as incentive stock options ("ISO") will not
recognize taxable income at the time the ISO is exercised, although the exercise
of the ISO may subject those participants to the alternative minimum tax. If
upon the sale or exchange of the shares of Common Stock acquired pursuant to the
exercise of an ISO, more than two years have elapsed since the grant of the ISO
and more than one year has elapsed since the exercise of the ISO, any gain or
loss realized in connection with such sale or exchange will be treated as
long-term capital gain or loss. If these holding periods are not satisfied, any
gain or loss will be treated as ordinary income or loss at the time of the sale
or exchange in an amount equal to the difference between the exercise price and
the lower of (i) the fair market value of the shares at the date of the option
exercise, or (ii) the amount of the sale price of the shares. If the sale price
of the shares of Common Stock sold prior to satisfaction of the required holding
periods exceeds the fair market value of such shares on the date the shares were
purchased from the Company upon the exercise of stock options, such excess
amount will be characterized as long-term or short-term capital gain, depending
on the holding period applicable to the shares sold. The holding period for the
Common Stock commences upon the exercise of the ISO.
A participant holding a nonqualified stock option granted under any of the
Plans will recognize taxable income upon the exercise of the stock option,
generally measured as an amount equal to the difference between (i) the fair
market value of the shares of the Company's Common Stock purchased on the date
of exercise, minus (ii) the amount of the exercise price. Upon the sale or
exchange of shares of the Company's Common Stock acquired by the participant
granted under any of the Plans, the amount of any difference between the sales
price and the participant's exercise price, to the extent not recognized as
taxable ordinary income as described above, will be treated as long-term or
short-term capital gain or loss, depending on the holding period of the shares
sold or exchanged. The holding period for the Company's Common Stock commences
upon the exercise of the non-qualified stock option.
Allaire or the Company will have the right to withhold from any payment
made under the Plans or to collect as a condition to the issuance of any shares
of the Company's Common Stock upon the exercise of stock options granted under
the Plans, any taxes required to be withheld by federal, state or local law in
connection with the exercise of such stock options or the sale of any shares of
the Company's Common Stock acquired upon the exercise of such stock options.
No Plan is a qualified under Section 401(a) of the Code.
(g) Investment of Funds.
Not applicable.
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(h) Withdrawal from the Plan; Assignment of Interest.
(1) Once all the stock options held by a participant are exercised,
expired and/or terminated pursuant to the terms of the Plans and any separate
stock option agreement or other agreement covering such stock options, such
person will no longer be a participant in the Plans.
(2) No stock option granted under any of the Plans may be assigned,
pledged or transferred, other than by will or the laws of descent and
distribution, and any stock option will be exercisable only by the participant,
or in the event of the death or Disability (as such term is defined in (i)(1)(B)
and (i)(2)(E) below) of a participant, by the participant's legal
representative. If a stock option granted under any of the Plans is exercised by
a participant's legal representative, neither Allaire nor the Company will be
under any obligation to deliver shares of the Company's Common Stock pursuant to
such exercise until Allaire and the Company are satisfied as to the authority of
such representative.
(3) Not applicable.
(i) Forfeitures and Penalties.
Upon a participant's termination of employment with any of Allaire,
the Company, or any subsidiary or affiliate of Allaire or the Company, each
outstanding stock option granted under any of the employee stock option Plans
shall be subject to the terms and conditions set forth below:
(A) In the event a participant's employment terminates as a
result of death, the participant's estate shall have the right to
exercise the participant's stock options for a period ending on the
earlier of the expiration dates of such stock options or eighteen
months from the date of termination of employment, provided that
such stock options shall be exercisable by such estate only to the
extent exercisable on the date of termination of employment.
(B) In the event a participant's employment terminates as a
result of Disability (as such term is defined below), the
participant shall have the right to exercise his or her stock
options for a period ending on the expiration dates of such stock
options, provided that such stock options shall be exercisable by
the participant after termination of employment. For purposes of the
employee stock option Plans, "Disability" means a permanent and
total disability as defined in Section 22 of the Code.
(C) In the event a participant's employment terminates as a
result of Retirement (as such term is defined below), the
participant shall have the right to exercise his or her stock
options until the expiration date of the stock options. For purposes
of the employee stock option Plans, the term "Retirement" shall mean
separation from services as an employee or director by reason of
ceasing to perform any services to Allaire as an employee or
director which shall be approved by Allaire.
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(D) In the event a participant's employment terminates for any
reason other than death, Disability or Retirement, the participant
shall have the right to exercise his or her stock options for a
period ending on the earlier of the expiration dates of such stock
options or ninety days from the date of termination of employment,
provided that such stock options shall be exercisable by the
participant after termination of employment only to the extent
exercisable on the date of termination of employment.
(E) In the event a participant's employment termination is a
result of Misconduct (as such term is defined below), his or her
stock options shall expire upon such employment termination. For
purposes of the employee stock option Plans, the term "Misconduct"
shall mean willful and continued failure by a participant to perform
his or her duties after a warning in writing specifically
identifying any such failure, or the willful engaging by the
participant in an act which causes material injury to Allaire as
specified in a written notice from the Compensation Committee, or a
conviction for a crime (other than a traffic violation), or habitual
drunkenness, drug abuse or excessive absenteeism (other than for
illness) after a warning in writing from the Compensation Committee.
Under the director stock option Plans, upon a participant's
termination of service as a director of Allaire, the Registrant or of any
subsidiary or affiliate of Allaire or the Registrant, each outstanding stock
option issued under any of the director stock option Plans shall be subject to
the terms and conditions set forth below:
(A) In the event a participant's service is terminated for
Misconduct (as such term is defined below), all of the participant's
stock options will terminate immediately effective with the act of
termination. For purposes of the director stock option Plans, the
term "Misconduct" shall mean willful and continued failure by a
participant to perform his or her duties after a warning in writing
specifically identifying any such failure, or the willful engaging
by the participant in an act which causes material injury to Allaire
as specified in a written notice from the Compensation Committee, or
a conviction for a crime (other than a traffic violation), or
habitual drunkenness, drug abuse or excessive absenteeism (other
than for illness) after a warning in writing from the Compensation
Committee.
(B) In the event a participant's service is terminated
pursuant to an Involuntary Termination (as such term is defined
below), all of the participant's stock options will terminate no
later than the earlier of the expiration date of such stock options
or the date which is ninety days after the effective date of such
termination. For purposes of the director stock option Plans, the
term "Involuntary Termination" shall mean separation from service at
the request or demand of Allaire for any reason other than
Misconduct, death or Disability.
(C) In the event a participant's service is terminated
pursuant to a Voluntary Termination (as such term is defined below),
all of the participant's stock options will terminate upon the
earlier of the expiration dates of such stock
7
options or ninety days from the effective date of the act of
termination. For purposes of the director stock option Plans, the
term "Voluntary Termination" means a termination of service which is
not an Involuntary Termination, a termination for Misconduct, a
termination by reason of death or Disability, or a termination by
reason of retirement approved by Allaire.
(D) In the event a participant's service is terminated for
death, his or her stock options shall expire no later than the
earlier of the expiration date of such stock options or the date
which is eighteen months after such death.
(E) In the event a participant's service is terminated for
Disability (as such term is defined below), all of the participant's
stock options shall terminate no later then the remaining term of
the stock options after the effective date of the act of Disability.
For purposes of the director stock option Plans, the term
"Disability" means the permanent disability of a participant or the
failure of a participant to perform substantially all of the
services to Allaire for a period of six months for reasons other
than Voluntary Termination, Involuntary Termination, termination for
Misconduct, death or approved retirement.
(F) In the event a participant's service is terminated for
Retirement (as such term is defined below), all of the participant's
stock options shall terminate no later then the remaining term of
the stock option after the effective date of the act of Retirement.
For purposes of the director stock option Plans, the term
"Retirement" means separation from services to Allaire as an
employee or director which shall be approved by the Company.
(G) As provided for only in the 1999 and 2000 director stock
option Plans, in the event a participant's service is terminated,
whether by Voluntary Termination or Involuntary Termination, within
two years following a Change in Control as such term is defined in
the 1999 and 2000 director stock option Plans, the participant's
stock options shall terminate on the expiration date of such stock
options regardless of the participant's earlier termination of
service to Allaire.
In the event that (i) Allaire should adopt a plan of
reorganization pursuant to which (a) it shall merge into, consolidate with or
sell substantially all of its assets to, any other corporation or entity or (b)
any other corporation or entity shall merge into Allaire in a transaction in
which Allaire shall become a wholly-owned subsidiary of another entity, or (ii)
Allaire should adopt a plan of complete liquidation, then Allaire may give the
participants of the Plans written notice thereof requiring such participants
either (1) to exercise their stock options within thirty days after receipt of
such notice, (2) in the event of a merger or consolidation in which shareholders
of Allaire will receive shares of another corporation, to agree to convert their
stock options into comparable options to acquire such shares, (3) in the event
of a merger or consolidation in which shareholders of Allaire will receive cash
or other property (other than capital stock), to agree to convert their stock
options into such consideration (in an amount representing the appreciation over
the exercise price of such stock options) or (4) to surrender such stock options
or any unexercised portion thereof.
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(j) Charges and Deductions and Liens Therefor.
Not applicable.
Item 2. Registrant Information and Employee Plan Annual Information.
We "incorporate by reference" information that we file with the Securities
and Exchange Commission (the "Commission"), which means that we can disclose
important information to you by referring you to documents filed with the
Commission that contain such information. The information incorporated by
reference is an important part of this prospectus and more recent information
automatically updates and supersedes more dated information contained or
incorporated by reference in this prospectus. Our Commission file number is
0-49925.
We previously filed the following documents under our prior name, Monmouth
Community Bancorp, with the Commission and incorporate them by reference into
this prospectus:
(a) the Registrant's Registration Statement on Form S-4 (File No.
333-119476), as amended on November 3, 2004, effective November 5,
2004, of which the Registrant's and Allaire's Joint Proxy
Statement/Prospectus forms a part of;
(b) the Registrant's Current Report on Form 8-K, dated January 6, 2004;
(c) the Registrant's Current Report on Form 8-K, dated February 4, 2004;
(d) the Registrant's Current Report on Form 8-K, dated March 26, 2004;
(e) the Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended March 31, 2004;
(f) the Registrant's Current Report on Form 8-K, dated April 29, 2004;
(g) the Registrant's Current Report on Form 8-K, as amended, dated June
30, 2004;
(h) the Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended June 30, 2004;
(i) the Registrant's Current Report on Form 8-K, dated July 29, 2004;
(j) the Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended September 30, 2004;
(k) the Registrant's Current Report on Form 8-K, dated October 28, 2004;
and
(l) the Registrant's Current Report on Form 8-K, dated January 1, 2005.
All documents subsequently filed by us pursuant to Section 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which
9
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference and a part of this prospectus from the date such
documents are filed.
We will provide, without charge, to each person to whom a copy of this
prospectus has been delivered, upon the written or oral request of such person,
a copy of any or all documents referred to above which have been or may be
incorporated by reference (not including exhibits to such incorporated
information that are not specifically incorporated by reference into such
information) in Item 3 of Part II of the Registrant's registration statement on
Form S-8 and in this prospectus. Request for such copies should be directed to
us at the following mailing address: 627 Second Avenue, Long Branch, New Jersey
07740, Attention: James S. Vaccaro, President and Chief Executive Officer, or by
calling him at the following telephone number: (732) 571-1300.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Central Jersey Bancorp with the
Commission under its prior name, Monmouth Community Bancorp, are hereby
incorporated by reference in this registration statement as of their respective
dates:
(a) the Registrant's Registration Statement on Form S-4 (File No.
333-119476), as amended on November 3, 2004, effective November 5,
2004, of which the Registrant's and Allaire's Joint Proxy
Statement/Prospectus forms a part;
(b) the Registrant's Current Report on Form 8-K, dated January 6, 2004;
(c) the Registrant's Current Report on Form 8-K, dated February 4, 2004;
(d) the Registrant's Current Report on Form 8-K, dated March 26, 2004;
(e) the Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended March 31, 2004;
(f) the Registrant's Current Report on Form 8-K, dated April 29, 2004;
(g) the Registrant's Current Report on Form 8-K, as amended, dated June
30, 2004;
(h) the Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended June 30, 2004;
(i) the Registrant's Current Report on Form 8-K, dated July 29, 2004;
(j) the Registrant's Quarterly Report on Form 10-QSB, for the quarter
ended September 30, 2004;
(k) the Registrant's Current Report on Form 8-K, dated October 28, 2004;
and
(l) the Registrant's Current Report on Form 8-K, dated January 1, 2005.
All documents subsequently filed by the Registrant pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment which indicates that all of the
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and made a part hereof from the date such documents are
filed.
II-1
Item 4. Description of Securities.
The Registrant's Common Stock is registered pursuant to Section 12(g) of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 14A:2-7 of the New Jersey Business Corporation Act ("NJBCA")
permits a corporation organized under the laws of the State of New Jersey to
limit in the corporation's certificate of incorporation the personal liability
of the corporation's directors and officers to the corporation and its
shareholders. The Registrant has limited in its Amended and Restated Certificate
of Incorporation (the "Certificate of Incorporation") the personal liability of
its directors and officers to the Registrant and its shareholders to the extent
permitted by Section 14A:2-7 of the NJBCA. The Registrant's Certificate of
Incorporation specifically provides that a director or officer of the Registrant
shall have no personal liability to the Registrant or its shareholders for
damages for a breach of fiduciary duty, provided that liability shall not be
eliminated for breaches of the duty of loyalty to the Registrant and its
shareholders, for acts or omissions not in good faith or which involve a knowing
violation of law, or for any transactions from which the director or officer
derived an improper personal benefit.
Section 14A:3-5 of the NJBCA permits a corporation organized under the
laws of the State of New Jersey to indemnify corporate agents, including
directors and officers, against expenses and liabilities incurred in connection
with proceedings brought against any such person in his or her capacity as an
agent of the corporation. In order to be eligible for indemnification, the
corporate agent must have acted in good faith and with the belief that his or
her actions were consistent with the best interests of the corporation, and in
the case of criminal proceedings, the agent must have acted without reason to
believe that his or her actions were unlawful. Prior to any final determination
against the corporate agent, the corporation may advance funds to pay for the
agent's expenses; provided, that the agent agrees to repay the funds if it is
ultimately determined that the agent is not entitled to indemnification. The
Registrant's Amended and Restated By-laws (the "By-laws") expressly authorize us
to provide this indemnification to our directors and officers.
The By-laws also permit us to purchase and maintain insurance on behalf of
any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the Registrant's request as a director,
officer, employee or agent of another entity, against any liability asserted
against or incurred by such person, in any such capacity or arising from his or
her status as such, whether or not the Registrant would have the power to
indemnify the person against such liability under the By-laws. In that
connection, the Registrant maintains a liability insurance policy providing
coverage for the directors and officers of the Registrant and its subsidiaries,
Monmouth Community Bank and Allaire Community Bank, in an amount up to
$10,000,000 for any single event.
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Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
4.1 Allaire Community Bank 1999 Employee Stock Plan.
4.2 Allaire Community Bank 2000 Employee Stock Plan.
4.3 Allaire Community Bank 2001 Employee Stock Plan.
4.4 Allaire Community Bank 1999 Director Stock Option Plan.
4.5 Allaire Community Bank 2000 Director Stock Option Plan.
4.6 Allaire Community Bank 2001 Director Stock Option Plan.
5.1 Opinion of Giordano, Halleran & Ciesla, a Professional
Corporation, including consent of such counsel.
23.1 Consent of KPMG LLP.
23.2 Consent of Giordano, Halleran & Ciesla, a Professional
Corporation (filed with Exhibit 5.1).
24.1 Powers of Attorney for each officer and director of Central
Jersey Bancorp executing this registration statement (included
in the signature pages to this registration statement).
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) 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; (ii) to reflect
in such prospectus any facts 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, represents a fundamental change in the
information set forth in the registration statement; and (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 (i) and (ii)
herein do not apply if the information required to be included in a
post-effective amendment by such provisions is contained in periodic reports
filed by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in the registration statement.
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(b) That, for the purpose of determining any liability under the
Securities Act, 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.
(c) 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.
(d) That, for purpose of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act 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.
(e) That, insofar as indemnification for liabilities arising under the
Securities Act 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 our counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of 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, as amended,
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 Long Branch, State of New Jersey, on the 27th
day of January, 2005.
CENTRAL JERSEY BANCORP
(Registrant)
By: /s/ James S. Vaccaro
-------------------------------------
James S. Vaccaro
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Carl F. Chirico and James S. Vaccaro and each of
them, his true and lawful attorney-in-fact and agent for him and in his name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent 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 to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and agent
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
/s/ George S. Callas Chairman of the Board of Directors January 27, 2005
- ----------------------------
George S. Callas
/s/ Carl F. Chirico Vice Chairman of the Board of January 27, 2005
- ---------------------------- Directors
Carl F. Chirico
/s/ James S. Vaccaro President and Chief Executive January 27, 2005
- ---------------------------- Officer and Director (Principal
James S. Vaccaro Executive Officer)
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Signatures Title Date
---------- ----- ----
/s/ Robert S. Vuono Senior Executive Vice President, January 27, 2005
- ---------------------------- Chief Operating Officer, Secretary
Robert S. Vuono and Director
/s/ Anthony Giordano, III Executive Vice President, Chief January 27, 2005
- ---------------------------- Financial Officer and Treasurer
Anthony Giordano, III (Principal Financial and
Accounting Officer)
/s/ James G. Aaron Director January 27, 2005
- ----------------------------
James G. Aaron
/s/ Nicholas A. Alexander Director January 27, 2005
- ----------------------------
Nicholas A. Alexander
/s/ John A. Brockriede Director January 27, 2005
- ----------------------------
John A. Brockriede
/s/ M. Claire French Director January 27, 2005
- ----------------------------
M. Claire French
/s/ William H. Jewett Director January 27, 2005
- ----------------------------
William H. Jewett
/s/ Paul A. Larson, Jr. Director January 27, 2005
- ----------------------------
Paul A. Larson, Jr.
/s/ John F. McCann Director January 27, 2005
- ----------------------------
John F. McCann
/s/ Mark G. Solow
- ----------------------------
Mark G. Solow Director January 27, 2005
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