GIORDANO, HALLERAN & CIESLA
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
PLEASE RESPOND TO:
U.S. POSTAL SERVICE ADDRESS:
POST OFFICE BOX 190
MIDDLETOWN, NEW JERSEY 07748
OR:
HAND DELIVERY AND OVERNIGHT SERVICE ADDRESS:
125 HALF MILE ROAD, SUITE 300
RED BANK, NEW JERSEY 07701
(732) 741-3900
FAX: (732) 224-6599
www.ghclaw.com
DIRECT DIAL NUMBER DIRECT EMAIL CLIENT/MATTER NO.
(732) 741-3900 gbanacki@ghclaw.com 10971/0042
November 12, 2008
Via EDGAR Transmission
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Matt McNair, Esq. (Mail Stop 4561)
Re: Central Jersey Bancorp - Preliminary Proxy Statement on
Schedule 14A
File Number 000-49925
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Dear Mr. McNair:
Contemporaneously with our submission of this letter to the Securities
and Exchange Commission (the "Commission"), our client, Central Jersey Bancorp
("Bancorp"), has submitted to the Commission a revised preliminary proxy
statement on Schedule 14A. Transmitted herewith, please find our "Memorandum
Summarizing SEC Comments on Central Jersey Bancorp's Preliminary Proxy Statement
on Schedule 14A, Filed November 5, 2008, and Responses Thereto" (the
"Memorandum").
Bancorp hereby acknowledges that: (i) Bancorp is responsible for the
adequacy and accuracy of the disclosure in the filing; (ii) staff comments or
changes to disclosure in response to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and (iii) Bancorp
may not assert staff comments as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.
Please direct any comments you may have with respect to either the
preliminary proxy statement, the Memorandum or the contents of this letter to
the undersigned at (732) 741-3900.
Very truly yours,
/s/ Gregory Banacki, Jr.
GREGORY BANACKI, JR.
cc: James S. Vaccaro
OUR TRENTON OFFICE: 441 EAST STATE STREET, TRENTON, NEW JERSEY 08608,
PHONE: (609) 695-3900
CENTRAL JERSEY BANCORP
File No. 000-49925
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MEMORANDUM SUMMARIZING SEC
COMMENTS ON CENTRAL JERSEY BANCORP'S
PRELIMINARY PROXY STATEMENT ON SCHEDULE 14A,
FILED NOVEMBER 5, 2008,
AND RESPONSES THERETO
- --------------------------------------------------------------------------------
Preliminary Proxy Statement on Schedule 14A
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1. Comment - Please disclose, if true, that the estimated proceeds of your
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proposed sale of securities to the Treasury Department are not
guaranteed.
Response - In response to the Staff's comment, we have revised our
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proxy statement to include the disclosure that the estimated proceeds
from our proposed sale of securities to the Treasury Department is not
guaranteed. Specifically, we included this disclosure in the letter
from the Chairman of the Board attached to the front of the proxy
statement and on page 8 under the heading "Reasons for the
Authorization of Preferred Stock - Capital Purchase Program."
2. Comment - Please discuss how your participation in the Capital Purchase
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Program may impact the holders of any outstanding senior classes of
your securities.
Response - As disclosed in the proxy statement on page 7 under
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"Proposal 1," Central Jersey Bancorp is not currently authorized to
issue any preferred stock. As such, Central Jersey Bancorp does not
have any senior classes of securities which may be impacted by its
participation in the Capital Purchase Program. Although not a "senior
class" of securities, we have included possible effects of the approval
of Proposal 1 and the participation in the Capital Purchase Program on
the holders of our common stock on page 10 of the proxy statement under
the heading "Possible Adverse Effects of the Proposal."
3. Comment - Discuss any material effect on your liquidity, capital
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resources or results of operations if the proposal is approved and the
Treasury Department denies your application.
Response - There will be no material effect on our liquidity, capital
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resources or results of operations if Proposal 1 is approved by our
shareholders and the Treasury Department denies our application.
However, because Proposal 1 is for the approval of an amendment to
Central Jersey Bancorp's Certificate of Incorporation to authorize for
issuance 10,000,000 shares of preferred stock generally and not solely
for Central Jersey Bancorp's participation in the Capital Purchase
Program, as we have disclosed on page 10 of the proxy statement,
authorizing the preferred stock would also provide Central Jersey
Bancorp with flexibility in the future to raise capital, structure
acquisitions and otherwise meet corporate needs. It is not possible at
this time, however, to make any determination as to the effect of any
such future issuances of preferred stock on our liquidity, capital
resources or results of operations.
4. Comment - Disclose whether you will modify any plans or contracts to
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comply with limits on executive compensation established by Section 111
of the Emergency Economic Stabilization Act of 2008. We note your
disclosure on page 7 regarding the Treasury's executive compensation
standards.
Response - We have reviewed our executive compensation arrangements and
do not believe that any plans or contracts currently fail to comply
with the limits on executive compensation established by Section 111 of
the Emergency Economic Stabilization Act of 2008. However, in order to
ensure our continued compliance with the conditions of the Capital
Purchase Program, we plan to amend the change of control agreements
with certain of our senior executive officers to provide that such
agreements will comply with the limits on executive compensation
established by Section 111 of the Emergency Economic Stabilization Act
of 2008. The affected senior executive officers have agreed to these
amendments. We have revised the proxy statement on page 9 to include
this disclosure.
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