UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 3, 2004
CENTER BANCORP, INC.
(Exact Name of Registrant as Specified in its Charter)
New Jersey 2-81353 52-1273725
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2455 Morris Avenue, Union, New Jersey 07083
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (800) 862-3683
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|X| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 3, 2005, the parties to the previously disclosed agreement and
plan of merger, dated as of December 17, 2004, by and among the Registrant,
Union Center National Bank, a national bank and a wholly-owned subsidiary of the
Registrant, and Red Oak Bank, a commercial bank chartered under the laws of the
State of New Jersey, amended and restated the terms of the original agreement
and plan of merger.
The principal purpose of the amendment and restatement was to eliminate
a contingency relating to the calculation of the cash and stock consideration to
be paid by the Registrant in the merger. Pursuant to the amended and restated
merger agreement, each share of Red Oak Bank common stock outstanding at the
effective time of the merger will be converted into the right to receive either
$12.06 per share in cash or 0.9227 of a share of the Registrant's common stock,
at the election of the shareholder and subject to allocation provisions set
forth in the amended and restated agreement and plan of merger. In general, the
allocation provisions assure that 50% of Red Oak Bank's shares will be converted
into the Registrant's common stock and 50% of Red Oak Bank's shares will be
converted into cash. Pursuant to the amended and restated merger agreement, Red
Oak Bank stock options outstanding as of the effective time of the merger will
be converted into options to purchase the Registrant's common stock. At present,
Red Oak Bank has 2,112,630 shares of common stock outstanding and options to
purchase 145,736 shares of common stock outstanding.
Previously, the agreement and plan of merger provided that each share of
Red Oak Bank common stock would be converted into the right to receive $12.35
per share in cash or 0.9449 of a share of the Registrant's common stock, subject
to a potential reduction in the cash and stock to be received of up to $0.30 per
Red Oak Bank share. The extent of that reduction depended upon the resolution of
a contingency relating to the termination of a Red Oak Bank data processing
agreement. On February 28, 2005, Red Oak Bank entered into an agreement
resolving this contingency.
Consummation of the merger remains subject to customary conditions,
including regulatory approval and the approval of Red Oak Bank's shareholders.
Members of the Board of Directors of Red Oak Bank owning a total of
574,335 shares of Red Oak Bank's common stock have agreed to vote their shares
of Red Oak Bank common stock in favor of the merger.
A copy of the amended and restated agreement and plan of merger is being
filed with this Current Report on Form 8-K as Exhibit 2.1. In addition, the
Registrant has issued a press release describing the execution of the amended
and restated agreement and plan of merger which is being filed with this Current
Report on Form 8-K as Exhibit 99.1.
Center Bancorp plans to file a Registration Statement on SEC Form S-4 in
connection with the merger and the parties expect to mail a Proxy
Statement/Prospectus to shareholders containing information about the merger.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND
THE PROXY STATEMENT/PROSPECTUS CAREFULLY WHEN THEY ARE AVAILABLE. THE
REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT
INFORMATION ABOUT CENTER BANCORP, RED OAK, THE MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of these
documents through the web site maintained by the U.S. Securities and Exchange
Commission at http//www.sec.gov. In addition to the Registration Statement and
the Proxy Statement/Prospectus, Center Bancorp files annual, quarterly and
special reports, proxy statements and other information with the Securities and
Exchange Commission. You may read and copy any reports, statements and other
information filed by Center Bancorp at the SEC public reference rooms at 450
Fifth Street, N.W., Washington, D.C. 20549 or at the Commission's other public
reference rooms in New York, New York and Chicago, Illinois. Please call the
Commission at 1-800-SEC-0330 for further information on public reference rooms.
Center Bancorp's filings with the Commission also are available to the public
from commercial document-retrieval services and at the web site maintained by
the Commission at http://www.sec.gov. Red Oak, its directors, executive officers
and certain members of management and employees may be soliciting proxies from
Red Oak's stockholders in favor of the adoption of the merger agreement. A
description of any interests that Red Oak's directors and executive officers
have in the merger will be available in the Proxy Statement/Prospectus. This
Current Report on Form 8-K does not constitute an offer of any securities for
sale.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 2.1 - Amended and Restated Agreement and Plan of Merger, dated as
of March 3, 2005
Exhibit 99.1 - Press release dated March 3, 2005
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CENTER BANCORP, INC.
By: /s/ John J. Davis
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Name: John J. Davis
Title: President and Chief Executive Officer
Dated: March 8, 2005
EXHIBIT INDEX
Exhibit 2.1 - Amended and Restated Agreement and Plan of Merger, dated as
of March 3, 2005
Exhibit 99.1 - Press release dated March 3, 2005