SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 10-K/A
(Mark One)
|X| Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2003.
|_| Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934. for the transition
period from ______ to _______.
Commission File Number 2-81353
CENTER BANCORP, INC.
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(exact name of registrant as specified in its charter)
New Jersey 52-1273725
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(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
2455 Morris Avenue, Union, NJ 07083-0007
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(Address of Principal Executive Offices, Including Zip Code)
(908) 688-9500
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(Registrant's telephone number, including area code)
Securities registered
pursuant to Section 12(b) of the Act: none
Securities registered pursuant to Section 12(g) of the Act:
Common stock, no par value
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| or No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation 5-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of the Form 10-K or any amendment to the
Form 10-K. |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Securities Exchange Act of 1934). Yes |X| No |_|
The aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold or the average bid and ask price of such common equity, as of the last
business day of the registrants most recently completed second fiscal quarter -
$122.1 million
Shares outstanding on February 27, 2004 Common stock, no par value: 8,525,967
shares
Documents Incorporated by reference Definitive proxy statement dated March 19,
2004 in connection with the 2004 Annual Stockholders Meeting filed with the
Commission pursuant to Regulation 14A will be incorporated by reference in Part
III
Annual Report to Stockholders for the fiscal year ended December 31, 2003 will
be incorporated by reference in Part I and Part II
INTRODUCTORY NOTE: THIS AMENDMENT NO. 1 IS FILED SOLELY IN ORDER TO AMEND
EXHIBIT 21.1 TO LIST CERTAIN ADDITIONAL SUBSIDIARIES. PURSUANT TO APPLICABLE
INSTRUCTIONS, WE HAVE ALSO REPRINTED ITEM 15 AND INCLUDED THE CERTIFICATIONS
CONTEMPLATED BY SECTIONS 302 AND 906 OF THE SARBANES-OXLEY ACT OF 2002.
Item 15 -Exhibits, Financial Statement Schedules, and Reports on Form 8 -K
(Asterisked items filed with this Amendment No. 1)
A.1 Pages in 2003
Annual Report
Consolidated Statements of Condition at December 31, 2003, and 2002 38
Consolidated Statements of Income for the years ended
December 31, 2003, 2002 and 2001 39
Consolidated Statements of Changes in Stockholders' Equity for the
years ended December 31, 2002, 2001 and 2000 40
Consolidated Statements of Cash Flows for the years ended
December 31, 2003, 2002 and 2001 41
Notes to Consolidated Financial Statements 42-63
Independent Auditors' Report 64
A2. Financial Statement Schedules
All Schedules have been omitted as inapplicable, or not required, or because the
required information is included in the Consolidated Financial Statements or the
notes thereto.
A3. Exhibits
3.1 Certificate of Incorporation of the Registrant is incorporated by
reference to exhibit 3.1 to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended March 31, 2002.
3.2 By- Laws of the Registrant is incorporated by reference to exhibit 3.2
to the Registrant's Annual Report on Form 10K for the year ended December
31, 1998.
10.1 Employment agreement between the Registrant and Donald Bennetti,
dated January 1, 1996, is incorporated by reference to exhibit 10.1 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
1995.
10.2 Employment agreement between the Registrant and John J. Davis is
incorporated by reference to exhibit 10.2 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
10.3 The Registrant's Employee Stock Option Plan is incorporated by
reference to exhibit 10.3 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1993
10.4 The Registrant's Outside Director Stock Option Plan is incorporated
by reference to exhibit 10.4 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1993
10.5 Supplemental Executive Retirement Plans ("SERPS") are incorporated by
reference to exhibit 10.5 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994
10.6 Executive Split Dollar Life Insurance Plan is incorporated by
reference to exhibit 10.5 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1994
10.7 Employment agreement between the Registrant and Anthony C. Weagley,
dated as of January 1, 1996 is incorporated by reference to exhibit 10.7
to the Registrant's Annual Report on Form 10-K for the year ended December
31, 1995
10.8 Employment agreement between the Registrant and Lori A. Wunder, dated
as of January 1, 1999 is incorporated by reference to exhibit 10.8 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2001.
10.9 Employment agreement between the Registrant and William E. Arnold,
dated as of January 1, 2002 is incorporated by reference to exhibit 10.9
of the Registrant's Annual Report on Form 10-K for the year ended December
31, 2001.
10.10 Directors' Retirement Plan is incorporated by reference to exhibit
10.10 to the Registrant's Annual Report on Form 10K for the year ended
December 31, 1998.
10.11 Center Bancorp, Inc. 1999 Stock Incentive Plan is incorporated by
reference to exhibit 10.11 to the Registrant's Annual Report on Form 10K
for the year ended December 31, 1999.
10.12 Indenture between Registrant and State Street Bank and Trust Company
as debenture trustee for floating rate junior subordinated deferrable
interest debentures due 2031, is incorporated by reference to exhibit
10.13 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001.
10.13 Registrants amended and restated declaration of Trust of Center
Bancorp Statutory Trust 1, dated December 18, 2001 is incorporated by
reference to Exhibit 10.13 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001.
10.14 Guarantee agreement by Registrant and between Center Bancorp, Inc.
and State Street Bank and Trust Company of Connecticut, National
Association, dated as of December 18, 2001 is incorporated by reference to
Exhibit 10.15 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001.
10.15 Registrant's Placement Agreement dated December 12, 2003 with
Sandler O'Neill & Partners, L.P. to issue and sell $5 million aggregate
liquidation amount of floating rate MMCapS(SM) Securities.
10.16 Indenture dated as of December 19, 2003, between the registrant and
Wilmington Trust Company relating to $5.0 million aggregate principal
amount of floating rate debentures.
10.17 Amended and restated Declaration of Trust of Center Bancorp
Statutory Trust II, dated as of December 19, 2003
10.18 Guarantee agreement between Registrant and Wilmington Trust Company
dated as of December 19, 2003.
10.19 Senior Officer Protection Plan
11.1 Statement regarding computation of per share earnings is omitted
because the computation can be clearly determined from the material
incorporated by reference in this Report.
13.1 Parts of Registrant's Annual Report to Shareholders for the year
ended December 31, 2003 are incorporated by reference.
14.1 Code of Ethics
21.1 Subsidiaries of the Registrant*
23.1 Consent of KPMG LLP
31.1 Personal certification of the chief executive officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002*
31.2 Personal certification of the chief financial officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002*
32.1 Personal certification of the chief financial officer pursuant to
section 906 of the Sarbanes-Oxley Act of 2002*
32.2 Personal certification of the chief financial officer pursuant to
section 906 of the Sarbanes-Oxley Act of 2002*
99.1 Code of conduct
B. Reports on Form 8-K
Current Report dated October 23, 2003, submitted to the SEC, disclosing (under
Items 7 and 12) a press release regarding third quarter earnings.
Current Report dated December 22, 2003, filed with the SEC, disclosing (under
Items 5 and 7) a press release regarding the offering of the trust preferred
securities.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Center Bancorp Inc. has duly caused this amendment to be signed on
its behalf by the undersigned, thereunto duly authorized.
CENTER BANCORP, INC.
/s/ JOHN J. DAVIS
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John J. Davis
President and Chief Executive Officer
Dated September 22, 2004