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, 2004.
|_| 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.
(exact name of registrant as specified in its charter)
New Jersey 52-1273725
(State or other jurisdiction of (IRS Employer
incorporation or organization) identification No.)
2455 Morris Avenue, Union, NJ 07083-0007
(Address of Principal Executive Offices, Including Zip Code)
(908) 688-9500
(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 registrant's most recently completed second fiscal quarter -
$90.9 million
Shares outstanding on February 28, 2005
Common stock, no par value: 9,941,624 shares
Documents Incorporated by reference
Definitive proxy statement dated March 18, 2005 in connection with the 2005
Annual Stockholders Meeting to be 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, 2004 is
incorporated by reference in Part I and Part II
INTRODUCTORY NOTE: THIS AMENDMENT NO. 1 IS FILED SOLELY IN ORDER TO AMEND A
CROSS REFERENCE IN ITEM 8. 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 8- Financial Statements and Supplementary Data
The information required by Item 8 of Form 10-K appears on pages 42 through 69
of the 2004 Annual Report and is incorporated herein by reference.
ITEM 15-Exhibits and Financial Statement Schedules
Pages in 2004 Annual Report
Consolidated Statements of Condition at December 31, 2004 and 2003 42
Consolidated Statements of Income for the years ended
December 31, 2004, 2003 and 2002 43
Consolidated Statements of Changes in Stockholders' Equity for the years ended
December 31, 2004, 2003 and 2002 44
Consolidated Statements of Cash Flows for the years ended
December 31, 2004, 2003 and 2002 45
Notes to Consolidated Financial Statements 46-68
Report of Independent Registered Public Accounting Firm 69
Management's Reports 70
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 John F. McGowan,
dated as of January 1, 1999.
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 1993 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 1993 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 The Registrant's 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 is incorporated
by reference to Exhibit 10.15 of the Registrant's Annual Report on Form
10-K for the year ended December 31, 2003.
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 is incorporated by reference to Exhibit
10.16 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003.
10.17 Amended and restated Declaration of Trust of Center Bancorp
Statutory Trust II, dated as of December 19, 2003 is incorporated by
reference to Exhibit 10.17 of the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2003.
10.18 Guarantee agreement between Registrant and Wilmington Trust Company
dated as of December 19, 2003 is incorporated by reference to Exhibit
10.18 of the Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003.
10.19 Senior Officer Protection Plan is incorporated by reference to
Exhibit 10.19 of the Registrant's Annual Report on Form 10-K for the year
ended December 31, 2003.
10.20 Stock Purchase Agreement, dated September 29, 2004, relating to a
September 2004 private placement of securities, is incorporated by
reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K
dated October 1, 2004.
10.21 Registration Rights Agreement, dated September 29, 2004, relating to
securities issued in a September 2004 private placement of securities, is
incorporated by reference to Exhibit 10.2 to the Registrant's Current
Report on Form 8-K dated October 1, 2004.
10.22 The Registrant's 2003 Non-Employee Director Stock Option Plan is
incorporated by reference to Exhibit C to the Registrant's proxy statement
for its 2004 annual meeting of shareholders.
10.23 Employment Agreement between the Registrant and Julie D'Aloia, dated
as of January 1, 2001.
10.24 Employment Agreement between the Registrant and Mark S. Cardone,
dated as of January 1, 2003.
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 is incorporated by reference to Exhibit 14.1 of the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2003.
21.1 Subsidiaries of the Registrant
23.1 Consent of Independent Registered Public Accounting Firm
24.1 Power of Attorney
32.1 Personal certification of the chief executive officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002*
32.2 Personal certification of the chief financial officer pursuant to
section 302 of the Sarbanes-Oxley Act of 2002*
33.1 Personal certification of the chief executive officer pursuant to
section 906 of the Sarbanes-Oxley Act of 2002*
33.2 Personal certification of the chief financial officer pursuant to
section 906 of the Sarbanes-Oxley Act of 2002*
99.1 Code of conduct is incorporated by reference to Exhibit 99.1 to the
Registrant's Annual Report on Form 10-K for the year ended December 31,
2003.
99.2 Risk Factors
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* Filed with this Amendment No. 1 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 2004.
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
John J. Davis
President and Chief Executive Officer
Dated June 14, 2005