As filed with the Securities and Exchange Commission on June 27, 2007
Registration No. 333 - _______
================================================================================
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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Central Jersey Bank, N.A. Employees' Savings & Profit Sharing Plan and Trust
(Full title of the plan)
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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
<table>
<caption>
Proposed
Proposed maximum Amount of
Title of securities to be Amount to be maximum offering aggregate offering registration
registered registered (1) price per share price fee
- --------------------------------------------------------------------------------------------------
<s> <c> <c> <c> <c>
Common Stock,
$0.01 par value, of Central
Jersey Bancorp 500,000 (2) $8.05 (2) $4,025,000 $124
TOTAL REGISTRATION
FEE $124
</table>
(1) 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 Central Jersey Bank, N.A.
Employees' Savings & Profit Sharing Plan and Trust (the "Plan") and to
adjust for the occurrence of certain corporate transactions or events,
including, without limitation, a stock split or stock dividend.
(2) The 500,000 shares of common stock represent an estimate of such
presently undeterminable number of shares as may be purchased with
employee contributions pursuant to the Plan. In addition, pursuant to
Rule 416(c) under the Securities Act, this registration statement also
covers an indeterminable amount of interests to be offered or sold
pursuant to the Plan. The Proposed Maximum Offering Price Per Share for
shares to be issued under the Plan is equal to the average of the high
and low prices of the Common Stock of the Registrant on June 25, 2007
on the Nasdaq Global Market and estimated solely for the purpose of
calculating the registration fee in accordance with Rule 457(c)
promulgated under the Securities Act.
This registration statement shall become effective automatically upon
the date of filing in accordance with Section 8(a) of the Securities Act and 17
C.F.R. 230.462.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information; Registrant Information and Employee Plan
Annual Information
The documents containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1) of the Securities Act.
Such documents are not being filed with the Securities and Exchange Commission
(the "Commission") either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424 of the Securities
Act. Such documents and the documents incorporated by reference in this
registration statement pursuant to Item 3 of Part II hereof, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
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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 (the
"Registrant") with the Commission are hereby incorporated by reference in this
registration statement as of their respective dates:
a) The Registrant's Annual Report on Form 10-K for the
year ended December 31, 2006, filed with the
Commission on March 16, 2007, which contains audited
consolidated financial statements of the Registrant
for the most recent year for which such statements
have been filed, as amended by Form 10-K/A filed with
the Commission on April 30, 2007.
b) All other reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the Annual Report
on Form 10-K referred to in paragraph (a) above.
c) The Registrant's registration statement on Form S-8
(registration no. 333-122468), which contains a
description of the Registrant's common stock.
In addition, all documents subsequently filed by the Registrant and the
Plan 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. Any statement in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for the purpose of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this registration
statement.
Item 4. Description of Securities.
The Registrant's common stock to be offered pursuant to the Plan has
been registered pursuant to Section 12(g) of the Exchange Act. Accordingly, a
description of the common stock is not required herein.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
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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 bank
subsidiary, Central Jersey Bank, National Association, in an amount up to
$15,000,000 for any single event.
Item 7. Exemption from Registration Claimed.
Not applicable.
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Item 8. Exhibits.
Exhibit Number Description
- -------------- -----------
5.1 Copy of the Internal Revenue Service determination letter,
dated March 7, 2002, that the Plan is qualified under Section
401 of the Internal Revenue Code.
23.1 Consent of KPMG LLP.
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 this
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 this registration statement or any material change to such
information in this 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 this registration statement.
(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 and Plan's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by
reference in this 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
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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
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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 26th
day of June, 2007.
CENTRAL JERSEY BANCORP
(Registrant)
By: /s/ James S. Vaccaro
-------------------------------------
James S. Vaccaro
President and Chief Executive Officer
POWER OF ATTORNEY
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints James S. Vaccaro and 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.
<table>
<caption>
<s> <c> <c>
Signatures Title Date
---------- ----- ----
/s/ George S. Callas Chairman of the Board of Directors June 26, 2007
- ---------------------------
George S. Callas
/s/ James S. Vaccaro President and Chief Executive June 26, 2007
- --------------------------- Officer and Director (Principal
James S. Vaccaro Executive Officer)
/s/ Robert S. Vuono Senior Executive Vice President, June 26, 2007
- --------------------------- Chief Operating Officer, Secretary
Robert S. Vuono and Director
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<page>
<caption>
<s> <c> <c>
Signatures Title Date
---------- ----- ----
/s/ Anthony Giordano, III Executive Vice President, Chief June 26, 2007
- --------------------------- Financial Officer and Treasurer
Anthony Giordano, III (Principal Financial and
Accounting Officer)
/s/ James G. Aaron Director June 26, 2007
- ---------------------------
James G. Aaron
/s/ Mark R. Aikins Director June 26, 2007
- ---------------------------
Mark R. Aikins
Director June 26, 2007
- ---------------------------
Nicholas A. Alexander
/s/ John A. Brockriede Director June 26, 2007
- ---------------------------
John A. Brockriede
/s/ James P. Dugan Director June 26, 2007
- ---------------------------
James P. Dugan
/s/ M. Claire French Director June 26, 2007
- ---------------------------
M. Claire French
Director June 26, 2007
- ---------------------------
William H. Jewett
/s/ Paul A. Larson, Jr. Director June 26, 2007
- ---------------------------
Paul A. Larson, Jr.
/s/ John F. McCann Director June 26, 2007
- ---------------------------
John F. McCann
/s/ Carmen M. Penta Director June 26, 2007
- ---------------------------
Carmen M. Penta
Director June 26, 2007
- ---------------------------
Mark G. Solow
</table>
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<page>
Pursuant to the requirements of the Securities Act of 1933, as amended,
the trustees (or other persons who administer the employee benefit plan) have
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 26th day of June, 2007.
CENTRAL JERSEY BANK, N.A.
EMPLOYEES' SAVINGS & PROFIT
SHARING PLAN AND TRUST
By: /s/ Gail M. Corrigan
---------------------------
Gail M. Corrigan
Plan Administrator
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<page>
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
5.1 Copy of the Internal Revenue Service determination
letter, dated March 7, 2002, that the Plan is qualified
under Section 401 of the Internal Revenue Code.
23.1 Consent of KPMG LLP.
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).
9