AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 8, 2005
AMENDMENT NO. 2
TO
REGISTRATION NO. 333-126805
---------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
CENTER BANCORP, INC.
(Exact name of Registrant as specified in its charter)
New Jersey 52-1273725
(State of incorporation) (I.R.S. Employer Identification No.)
2455 Morris Avenue, Union, New Jersey 07083 (908) 688-9500
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
--------------------------------------------
John J. Davis
President and Chief Executive Officer
Center Bancorp, Inc.
2455 Morris Avenue, Union, New Jersey 07083 (908) 688-9500
(Name, Address Including Zip Code, and Telephone Number Including Area Code, of
Agent for Service)
------------------
Copies to:
Peter H. Ehrenberg, Esq.
Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
---------------------------------------------------------------------------
If the only securities being registered on this Form are to be offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- --------------------------------- ------------------- ----------------- ------------------- -----------------
Common Stock, no par value....... 1,904,761 shares(2) $11.11 $21,161,895 $2,496(3)
(1) Estimated solely for the purpose of calculating the registration fee
in accordance with Rule 457(c) under the Securities Act of 1933, as
amended, based on the average of the high and low prices on July 19, 2005,
as reported by the NASDAQ National Market.
(2) Together with an indeterminable number of additional shares which may
be necessary to adjust the number of shares as a result of a stock split,
stock dividend or similar adjustment of the outstanding Common Stock of
the Registrant.
(3) Previously paid.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The information in this preliminary prospectus is not complete and may be
changed. The selling stockholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This preliminary prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
PROSPECTUS
SUBJECT TO COMPLETION, DATED SEPTEMBER 8, 2005
1,904,761 shares
CENTER BANCORP, INC.
----------------------------
Common Stock
-----------------------------
This prospectus covers 1,904,761 shares of our common stock that may be
offered for resale by the selling stockholders named in this prospectus and the
persons to whom such selling stockholders may transfer their shares. No
securities are being offered or sold by us pursuant to this prospectus. The
selling stockholders acquired the common stock directly from us in a private
placement that was exempt from the registration requirements of federal and
state securities laws. We will not receive any of the proceeds from the sale of
these shares by the selling stockholders.
Our common stock is quoted on the NASDAQ National Market System under the
symbol "CNBC." On September 1, 2005, the last reported sale price of our common
stock on the NASDAQ National Market System was $11.63 per share.
The selling stockholders may sell their shares from time to time on the
NASDAQ National Market or otherwise, in one or more transactions at fixed
prices, at prevailing market prices at the time of sale or at prices negotiated
with purchasers. The selling stockholders will be responsible for any
commissions or discounts due to brokers or dealers. We will pay substantially
all expenses of registration of the shares covered by this prospectus.
Investing in our common stock involves risk. See "RISK FACTORS" beginning
on page 3.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.
These securities are not savings or deposit accounts or obligations of any
bank and are not insured by the Federal Deposit Insurance Corporation, Bank
Insurance Fund, Savings Association Insurance Fund or any other governmental
agency.
--------------
The date of this prospectus is _________, 2005.
TABLE OF CONTENTS
Page
----
SUMMARY
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
RISK FACTORS
USE OF PROCEEDS
ISSUANCE OF COMMON STOCK TO THE SELLING STOCKHOLDERS
SELLING STOCKHOLDERS
PLAN OF DISTRIBUTION
INCORPORATION BY REFERENCE OF CERTAIN DOCUMENTS
LEGAL MATTERS
EXPERTS
WHERE YOU CAN FIND MORE INFORMATION
--------------
We have not authorized any person to give any information or make any
statement that differs from what is in this prospectus. If any person does make
a statement that differs from what is in this prospectus, you should not rely on
it. This prospectus is not an offer to sell, nor is it a solicitation of an
offer to buy, these securities in any state in which the offer or sale is not
permitted. The information in this prospectus is complete and accurate as of its
date, but the information may change after that date. You should not assume that
the information in this prospectus is accurate as of any date after its date.
--------------
SUMMARY
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission, or SEC, utilizing a "shelf" registration
statement. Under this shelf process, the selling stockholders may from time to
time sell their shares of our common stock in one or more offerings. This
prospectus provides you with a general description of the common stock being
offered. You should read this prospectus, including all documents incorporated
herein by reference, together with additional information described under the
heading "Where You Can Find More Information."
The registration statement that contains this prospectus, including the
exhibits to the registration statement, contains additional information about us
and the securities being offered under this prospectus. You should read the
registration statement and the accompanying exhibits for further information.
The registration statement and exhibits can be read and are available to the
public over the Internet at the SEC's website at http://www.sec.gov as described
under the heading "Where You Can Find More Information."
Company Overview
We are a bank holding company incorporated under the laws of the State of
New Jersey and the parent company of Union Center National Bank, which we refer
to as the "Bank". The Bank is a national bank headquartered in Union, New
Jersey. At June 30, 2005 we and our subsidiaries had consolidated assets,
deposits and stockholders' equity of $1.2 billion, $721.2 million and $101.7
million, respectively. Our principal executive offices are located at 2455
Morris Avenue, Union, New Jersey and our telephone number is 908-688-9500.
The Bank was organized in 1923 under the law of the United States of
America. At July 31, 2005, the Bank operated six offices in Union Township,
Union County, New Jersey, one office in Summit, Union County, New Jersey, one
office in Springfield Township, Union County, New Jersey, one office in Berkeley
Heights, Union County, New Jersey, one office in Madison, Morris County, New
Jersey and three offices in Morristown, Morris County, New Jersey and employed
203 full-time equivalent persons. The Bank is a full service commercial bank
offering a full range of individual and commercial services. Regulatory
oversight of the Bank is conducted by the Office of the Comptroller of the
Currency.
Shares Offered
We are registering for resale by certain of the selling stockholders
1,904,761 shares of our common stock initially acquired directly from us in a
private placement that was exempt from the registration requirements of federal
and state securities laws. We are also registering for resale any additional
shares of common stock which may become issuable by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration, which results in an increase in the number
of outstanding shares of our common stock.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, including the documents that we incorporate by reference,
contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
Any statements about our expectations, beliefs, plans, objectives, assumptions
or future events or performance are not historical facts and may be
forward-looking. These statements are often, but not always, made through the
use of words or phrases such as "anticipate," "estimate," "plans," "projects,"
"continuing," "ongoing," "expects," "management believes," "we believe," "we
intend" and similar words or phrases. Accordingly, these statements involve
estimates, assumptions and uncertainties, which could cause actual results to
differ materially from those expressed in them. Any forward-looking statements
are qualified in their entirety by reference to the risk factors discussed in
this prospectus or discussed in documents incorporated by reference.
Forward-looking statements are subject to known and unknown risks and
uncertainties that could cause actual results to differ materially from those
expected or implied by the forward-looking statements. Our actual results could
differ materially from those anticipated in the forward-looking statements for
many reasons, including the factors described in the section entitled "Risk
Factors" in this prospectus.
You should not unduly rely on these forward-looking statements, which
speak only as of the date on which they are made. We undertake no obligation to
publicly revise any forward-looking statement to reflect circumstances or events
after the date of this prospectus or to reflect the occurrence of unanticipated
events. You should, however, review the factors and risks we describe in the
reports we file from time to time with the SEC after the date of this
prospectus.
RISK FACTORS
An investment in our common stock involves risks. You should carefully
consider the risks described below, together with all other information
contained in this prospectus and incorporated by reference in this prospectus,
before deciding to purchase our common stock. If any of the following risks
actually occur, our business, financial condition or operating results may be
harmed. In that case, the trading price of our common stock may decline, and you
may lose part or all of your investment in our common stock.
We are subject to interest rate risk and variations in interest rates may
negatively impact our financial performance.
We are unable to predict actual fluctuations of market interest rates with
complete accuracy. Rate fluctuations are affected by many factors, including:
o inflation;
o recession;
o a rise in unemployment;
o tightening money supply; and
o domestic and international disorder and instability in domestic and
foreign financial markets.
Changes in the interest rate environment may reduce profits. We expect that we
will continue to realize income from the differential or "spread" between the
interest we earn on loans, securities and other interest-earning assets, and the
interest we pay on deposits, borrowings and other interest-bearing liabilities.
Net interest spreads are affected by the difference between the maturities and
repricing characteristics of interest-earning assets and interest-bearing
liabilities. At present, we are somewhat vulnerable to increases in interest
rates because if rates increase significantly, our interest-earning assets may
not reprice as rapidly as our interest-bearing liabilities. Changes in levels of
market interest rates could materially and adversely affect our net interest
spread, asset quality, levels of prepayments and cash flows as well as the
market value of our securities portfolio and overall profitability.
Union Center National Bank's ability to pay dividends is subject to regulatory
limitations which, to the extent that our holding company requires such
dividends in the future, may affect our holding company's ability to honor its
obligations and pay dividends.
As a holding company, we are a separate legal entity from Union Center
National Bank and its subsidiaries and do not have significant operations of our
own. We currently depend on the Bank's cash and liquidity to pay our operating
expenses and dividends to shareholders. We cannot assure you that in the future
the Bank will have the capacity to pay the necessary dividends and that we will
not require dividends from the Bank to satisfy our obligations. The availability
of dividends from the Bank is limited by various statutes and regulations. It is
possible, depending upon our and the Bank's financial condition and other
factors, that bank regulators could assert that payment of dividends or other
payments by the Bank are an unsafe or unsound practice. In the event that the
Bank is unable to pay dividends, we may not be able to service our obligations
as they become due, or pay dividends on our common stock. Consequently, the
inability to receive dividends from the Bank could adversely affect our
financial condition, results of operations, cash flows and prospects.
The Bank's allowance for loan losses may not be adequate to cover actual losses.
Like all financial institutions, the Bank maintains an allowance for loan
losses to provide for loan defaults and non-performance. If the Bank's allowance
for loan losses is not adequate to cover actual loan losses, future provisions
for loan losses could materially and adversely affect our operating results. The
Bank's allowance for loan losses is determined by analyzing historical loan
losses, current trends in delinquencies and charge-offs, plans for problem loan
resolution, the opinions of its regulators, changes in the size and composition
of the loan portfolio and industry information. The Bank also considers the
impact of economic events, the outcome of which are uncertain. The amount of
future losses is susceptible to changes in economic, operating and other
conditions, including changes in interest rates, that may be beyond our control,
and these losses may exceed current estimates. Federal regulatory agencies, as
an integral part of their examination process, review the Bank's loans and
allowance for loan losses. While we believe that the Bank's allowance for loan
losses in relation to its current loan portfolio is adequate to cover current
losses, we cannot assure you that the Bank will not need to increase its
allowance for loan losses or that regulators will not require it to increase
this allowance. Either of these occurrences could materially and adversely
affect our earnings and profitability.
The Bank is subject to various lending and other economic risks that could
adversely impact our results of operations and financial condition.
Changes in economic conditions, particularly an economic slowdown, could
hurt the Bank's business. The Bank's business is directly affected by political
and market conditions, broad trends in industry and finance, legislative and
regulatory changes, changes in governmental monetary and fiscal policies and
inflation, all of which are beyond our control. A deterioration in economic
conditions, particularly within New Jersey, could result in the following
consequences, any of which could hurt our business materially:
o loan delinquencies may increase;
o problem assets and foreclosures may increase;
o demand for our products and services may decline; and
o collateral for loans made by the Bank may decline in value, in turn
reducing the Bank's clients' borrowing power.
A downturn in the real estate market could hurt our business. If there is a
significant decline in real estate values in New Jersey, the collateral for the
Bank's loans will provide less security. As a result, the Bank's ability to
recover on defaulted loans by selling the underlying real estate would be
diminished, and the Bank would be more likely to suffer losses on defaulted
loans.
The Bank may suffer losses in its loan portfolio despite its underwriting
practices.
The Bank seeks to mitigate the risks inherent in its loan portfolio by
adhering to specific underwriting practices. Although we believe that the Bank's
underwriting criteria are appropriate for the various kinds of loans that it
makes, the Bank may incur losses on loans that meet its underwriting criteria,
and these losses may exceed the amounts set aside as reserves in its allowance
for loan losses.
The Bank faces strong competition from other financial institutions, financial
service companies and other organizations offering services similar to the
services that the Bank provides.
Many competitors offer the types of loans and banking services that the
Bank offers. These competitors include other national banks, savings
associations, regional banks and other community banks. The Bank also faces
competition from many other types of financial institutions, including finance
companies, brokerage firms, insurance companies, credit unions, mortgage banks
and other financial intermediaries. In this regard, the Bank's competitors
include other state and national banks and major financial companies whose
greater resources may afford them a marketplace advantage by enabling them to
maintain numerous banking locations, offer a broader suite of services and mount
extensive promotional and advertising campaigns. Our inability to compete
effectively would adversely affect our business.
If we do not successfully integrate the bank which we recently acquired or other
entities that we may acquire in the future, the combined company may be
adversely affected.
The success of our enterprise after our recent acquisition of Red Oak Bank
and after other acquisitions that we may consummate in the future will depend,
in part, on our ability to integrate the acquired entities into our existing
franchise, including our ability to centralize certain administrative functions
and eliminate unnecessary duplication of other functions. We may experience
difficulties in accomplishing this integration or in effectively managing the
combined company. Any actual cost savings or revenue enhancements that we may
anticipate will depend on future expense levels and operating results, the
timing of certain events and general industry, regulatory and business
conditions. Many of these events will be beyond our control, and we cannot
provide assurances that the integration of Red Oak Bank or other businesses that
we may acquire will be successful.
USE OF PROCEEDS
The proceeds from the sale of shares offered pursuant to this prospectus
are solely for the account of the selling stockholders. Accordingly, Center
Bancorp will not receive any proceeds from the sale of the shares by the selling
stockholders.
ISSUANCE OF COMMON STOCK TO STOCKHOLDERS
On June 30, 2005, we entered into a stock purchase agreement and a
registration rights agreement with certain investors. We refer to those
investors as the "selling stockholders". Pursuant to the stock purchase
agreement, we sold, and the selling stockholders purchased, a total of 1,904,761
shares of our common stock at a purchase price of $10.50 per share, representing
gross proceeds of approximately $20 million. We consummated this transaction at
the same time that we signed the stock purchase agreement We expect that the net
proceeds from this transaction will be approximately $18.9 million, after
commissions and expenses.
These shares were issued in a private placement and thus were not
registered under the federal securities laws prior to their issuance. Pursuant
to the registration rights agreement, we have agreed to register the 1,904,761
shares for resale under the federal securities laws. The registration rights
agreements provides for the payment of certain liquidated damages in the event
that, among other things, delays are experienced either in our filing the
applicable registration statement with the SEC or in the SEC's declaring that
registration statement effective. The registration rights agreement also
provides indemnification and contribution remedies to the stockholders in
connection with the resale of shares pursuant to such registration statement.
This prospectus is part of the registration statement that we are required to
file pursuant to the registration rights agreement.
Upon consummation of our private placement, we had 13,426,042 shares of
our common stock outstanding. We are authorized to issue a total of 20,000,000
shares of common stock. We are also authorized to issue 5,000,000 shares of
preferred stock, which we may issue in series. We are entitled to determine the
attributes of any series of preferred stock at the time that such series is
issued. Among other things, the designations, preferences, conversion rights,
cumulative, relative, participating, optional or other rights, including voting
rights, qualifications, limitations or restrictions of any series of preferred
stock may be determined in the future by our Board of Directors without any
further approval or action by our shareholders unless such approval is expressly
required by applicable law, regulatory agencies, the NASDAQ Stock Market or any
other exchange or quotation service on which our common stock may then be
listed. It is not possible to determine the actual effect of any series of
preferred stock on the rights of the shareholders of the Corporation until the
Board of Directors determines the rights of the holders of such series of
preferred stock. Any particular issuance or series of preferred stock could,
depending on the terms, make it more difficult or discourage any attempt to
obtain control of Center Bancorp. by means of a merger, tender offer, proxy
contest or other means.
SELLING STOCKHOLDERS
The following table sets forth certain information known to us with
respect to beneficial ownership of our common stock as of June 30, 2005 by each
of the selling stockholders. The following table assumes that the selling
stockholders sell all of the shares that they purchased pursuant to our stock
purchase agreement.
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO THE OWNED AFTER THE
OFFERING OFFERING (1)
----------------------- SHARES OFFERED BY ----------------
SELLING STOCKHOLDERS SHARES PERCENT (2) THIS PROSPECTUS (3) SHARES PERCENT
- ---------------------------------------- --------- ----------- ------------------- ------ -------
Bay Pond Investors (Bermuda) L.P. (4) 91,900 0.7% 91,900 0 0.0%
Bay Pond Partners, L.P. (5) 293,200 2.2% 293,200 0 0.0%
Ivy MA 1 Holdings, Ltd. (6) 37,545 0.3% 24,900 12,645 0.1%
Ivy MA 4 Holdings, LLC (7) 48,723 0.4% 32,100 16,623 0.1%
Keefe-Rainbow Offshore Fund, Ltd. (8) 18,550 0.1% 12,900 5,650 0.0%
Keefe-Rainbow Partners LP (9) 135,597 1.0% 80,100 55,497 0.4%
Moors and Mendon Master Fund L.P. 179,092 1.3% 142,857 36,235 0.3%
NorGUARD Insurance Company (10) 45,000 0.3% 45,000 0 0.0%
OZ Master Fund, Ltd. (11) 1,000,000 7.4% 1,000,000 0 0.0%
Royal Investments of Delaware (12) 67,304 0.5% 67,304 0 0.0%
Wolf Creek Investors (Bermuda) L.P. (13) 74,300 0.6% 74,300 0 0.0%
Wolf Creek Partners, L.P. (14) 40,200 0.3% 40,200 0 0.0%
(1) Assumes that each selling stockholder will sell all of the shares set
forth in the column "Shares Offered by this Prospectus." There can be no
assurance that the selling stockholders will sell all or any of the shares
offered hereunder.
(2) The percentage of beneficial ownership is based on 13,426,042 shares of
common stock outstanding as of June 30, 2005.
(3) The shares of common stock being offered in this prospectus were initially
acquired by the selling stockholders directly from us in a private
placement that was exempt from the registration requirements of federal
and state securities laws.
(4) Wellington Management Company, LLP ("Wellington") is an investment adviser
registered under the Investment Advisers Act of 1940, as amended.
Wellington, in such capacity, is deemed to share beneficial ownership over
the shares of common stock held by Bay Pond Investors (Bermuda) L.P.
(5) Wellington is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. Wellington, in such capacity, is deemed
to share beneficial ownership over the shares of common stock held by Bay
Pond Partners, L.P.
(6) Keefe Managers, LLC, a Delaware limited liability company ("Keefe"), is
the investment adviser to Ivy MA 1 Holdings, Ltd. As investment adviser,
Keefe has discretionary investment powers for this selling stockholder and
therefore may be considered to be the beneficial owner of 37,545 shares of
common stock prior to this offering and 24,900 shares of common stock
being offered pursuant to this offering. We have been advised that the
securities to be resold were purchased in the ordinary course of business
and at the time of the purchase, the purchaser did not have any agreements
or understandings, directly or indirectly, with any person to distribute
such securities. Keefe Ventures, LLC ("KV, LLC"), a Delaware limited
liability company and a broker dealer affiliate of Keefe, was a financial
adviser to Red Oak Bank ("ROBK") during our recent acquisition of that
bank. KV, LLC also was a placement agent for ROBK during its stock
offering in July 2003. KV, LLC received fees from ROBK for its services
both as an adviser during our purchase of ROBK and as a placement agent
during ROBK's July 2003 stock offering. Thomas G. Jonovich, CFO of KV, LLC
and Keefe, served on the Board of Directors of ROBK until the completion
of its sale to us. As of June 30, 2005, Mr. Jonovich owned approximately
210 shares of our common stock.
(7) Keefe is the investment adviser to Ivy MA 4 Holdings, LLC. As investment
adviser, Keefe has discretionary investment powers for this selling
stockholder and therefore may be considered to be the beneficial owner of
48,723 shares of common stock prior to this offering and 32,100 shares of
common stock being offered pursuant to this offering.We have been advised
that the securities to be resold were purchased in the ordinary course of
business and at the time of the purchase, the purchaser did not have any
agreements or understandings, directly or indirectly, with any person to
distribute such securities.
(8) Keefe is the investment adviser to Keefe-Rainbow Offshore Fund, Ltd. As
investment adviser, Keefe has discretionary investment powers for this
selling stockholder and therefore may be considered to be the beneficial
owner of 18,550 shares of common stock prior to this offering and 12,900
shares of common stock being offered pursuant to this offering.We have
been advised that the securities to be resold were purchased in the
ordinary course of business and at the time of the purchase, the purchaser
did not have any agreements or understandings, directly or indirectly,
with any person to distribute such securities.
(9) Keefe is the investment adviser to Keefe-Rainbow Partners LP. As
investment adviser, Keefe has discretionary investment powers for this
selling stockholder and therefore may be considered to be the beneficial
owner of 135,597 shares of common stock prior to this offering and 80,100
shares of common stock being offered pursuant to this offering.We have
been advised that the securities to be resold were purchased in the
ordinary course of business and at the time of the purchase, the purchaser
did not have any agreements or understandings, directly or indirectly,
with any person to distribute such securities.
(10) Russell C.B. Ewing, II is the Managing Director and Portfolio Manager of
CBT Investment Management, the Investment Adviser to NorGUARD Insurance
Company, and in such capacity has voting and investment control over the
common stock held by the selling stockholder.
(11) Daniel S. Och, Senior Managing Member of OZ Management, L.L.C., the
Investment Manager to the selling stockholder, may be deemed to have
voting and/or investment control of the common stock held by the selling
stockholder.
(12) Russell C.B. Ewing, II is the Managing Director and Portfolio Manager of
CBT Investment Management, the Investment Adviser to Royal Investments of
Delaware, and in such capacity has voting and investment control over the
common stock held by the selling stockholder.
(13) Wellington is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. Wellington, in such capacity, is deemed
to share beneficial ownership over the shares of common stock held by Wolf
Creek Investors (Bermuda) L.P.
(14) Wellington is an investment adviser registered under the Investment
Advisers Act of 1940, as amended. Wellington, in such capacity, is deemed
to share beneficial ownership over the shares of common stock held by Wolf
Creek Partners, L.P.
PLAN OF DISTRIBUTION
The selling stockholders and any of their pledgees, donees, assignees and
successors-in-interest may, from time to time, sell any or all of their shares
of common stock on any stock exchange, market or trading facility on which the
shares are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling stockholders may use any one or more of the
following methods when selling shares:
o ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
o block trades in which the broker-dealer will attempt to sell
the shares as agent but may position and resell a portion of
the block as principal to facilitate the transaction;
o purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
o an exchange distribution in accordance with the rules of the
applicable exchange;
o privately negotiated transactions;
o short sales;
o sales by broker-dealers pursuant to an agreement with the
selling stockholders to sell a specified number of such shares
at a stipulated price per share;
o a combination of any such methods of sale; and
o any other method permitted pursuant to applicable law.
The selling stockholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholders may arrange for other
brokers-dealers to participate in sales. Broker-dealers may receive commissions
or discounts from the selling stockholders (or, if any broker-dealer acts as
agent for the purchaser of shares, from the purchaser) in amounts to be
negotiated. The selling stockholders do not expect these commissions and
discounts to exceed what is customary in the types of transactions involved.
The selling stockholders may from time to time pledge or grant a security
interest in some or all of the shares of our common stock owned by them and, if
they default in the performance of their secured obligations, the pledgees or
secured parties may offer and sell shares of our common stock from time to time
under a post-effective amendment to this prospectus amending the list of selling
stockholders to include the pledgee, transferee or other successors in interest
as selling stockholders under this prospectus and to disclose the number of
shares held. Such a post-effective amendment will be filed with the SEC before
any pledgee, transferee or other successor in interest will be allowed to sell
shares using this prospectus.
Upon our being notified in writing by a selling stockholder that any
material arrangement has been entered into with a broker-dealer for the sale of
shares of common stock through a block trade, special offering, exchange
distribution or secondary distribution or purchase by a broker or dealer, a
supplement to this prospectus will be filed, if required, disclosing (i) the
name of each such selling stockholder and of the participating broker-dealer(s),
(ii) the number of shares involved, (iii) the price at which such shares are
sold, (iv) the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not
conduct any investigation to verify the information set out or incorporated by
reference in this prospectus, and (vi) other facts material to the transaction.
The selling stockholders also may transfer the shares of our common stock
in other circumstances, in which case the transferees, pledgees or other
successors in interest will be the selling beneficial owners for purposes of
this prospectus. If Center Bancorp is advised that anyone is paid any type of
fee to sell shares for any selling stockholders, other than commissions and
other fees paid in the ordinary course, a post-effective amendment will be
filed, naming as an underwriter any such person or entity disclosing any
compensation arrangements.
The selling stockholders and any broker-dealers or agents that are
involved in selling the shares may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933 in connection with such sales. In such
event, any commissions received by such broker-dealers or agents and any profit
on the resale of the shares purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act. Each selling stockholder has
represented and warranted to Center Bancorp that it does not have any agreement
or understanding, directly or indirectly, with any person to distribute the
shares of common stock.
Center Bancorp has advised the selling stockholders that they are required
to comply with Regulation M promulgated under the Exchange Act during such time
as they may be engaged in a distribution of the shares. The foregoing may affect
the marketability of the common stock.
Center Bancorp is required to pay all fees and expenses incident to the
registration of the shares. Center Bancorp has agreed to indemnify the selling
stockholders against certain losses, claims, damages and liabilities, including
liabilities under the Securities Act.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" into this prospectus the
information we have filed with the SEC, which means that we can disclose
important information to you by referring you to those documents. Any
information that we file subsequently with the SEC will automatically update
this prospectus. We incorporate by reference into this prospectus the
information contained in documents listed below, which is considered to be a
part of this prospectus:
o Our Annual Report on Form 10-K for the year ended December 31,
2004, filed on March 15, 2005, as amended by our Form 10-K/A,
filed on June 14, 2005, each filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934;
o Our Quarterly Report on Form 10-Q for the quarter ended March
31, 2005, filed on May 10, 2005, filed pursuant to Section
13(a) of the Exchange Act;
o Our Quarterly Report on Form 10-Q for the quarter ended June
30, 2005, filed on August 9, 2005, filed pursuant to Section
13(a) of the Exchange Act;
o Our Current Report on Form 8-K filed on January 28, 2005, our
Current Report on Form 8-K filed on March 8, 2005, our Current
Report on Form 8-K filed on April 20, 2005, our Current Report
on Form 8-K filed on April 29, 2005, our Current Report on
Form 8-K filed on May 20, 2005; our Current Report on Form 8-K
filed on July 1, 2005; and our Current Report on Form 8-K
filed on July 29, 2005 (to the extent that information therein
is "filed" and not "furnished"), each filed pursuant to
Section 13(a) of the Exchange Act.
o Our definitive proxy statement for our 2005 annual meeting of
stockholders filed on March 17, 2005, filed pursuant to
Section 14 of the Exchange Act
o The description of our Common Stock contained in the
Registration Statement on Form 8-A filed on June 5, 1996
pursuant to Section 12(g) of the Exchange Act, and any further
amendment or report filed hereafter for the purpose of
updating such description.
We also incorporate by reference all documents we file under Section
13(a), 13(c), 14 or 15(d) of the Exchange Act (a) after the initial filing date
of the registration statement of which this prospectus is a part and before the
effectiveness of the registration statement and (b) after the effectiveness of
the registration statement and before the filing of a post-effective amendment
that indicates that the securities offered by this prospectus have been sold or
that deregisters the securities covered by this prospectus then remaining
unsold. The most recent information that we file with the SEC automatically
updates and supercedes older information. The information contained in any such
filing will be deemed the to be a part of this prospectus, commencing on the
date on which the document is filed.
You may request a copy of the information incorporated by reference, at no
cost, by writing or telephoning us at the following address:
Center Bancorp, Inc.
Attention: Anthony C. Weagley, Investor Relations
2455 Morris Avenue, Union, New Jersey 07083
908-688-9500
LEGAL MATTERS
The validity of our common stock offered by this prospectus will be passed
upon for us and the selling stockholders by Lowenstein Sandler PC, Roseland, New
Jersey.
EXPERTS
The consolidated financial statements of Center Bancorp, Inc. and
subsidiaries as of December 31, 2004 and 2003 and for each of the years in the
three-year period ended December 31, 2004 and management's assessment of the
effectiveness of internal control over financial reporting as of December 31,
2004 have been incorporated by reference in this proxy statement and prospectus
in reliance upon the reports of KPMG LLP, an independent registered public
accounting firm, incorporated by reference herein, and upon the authority of
said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-3, including
exhibits, under the Securities Act with respect to the shares being offered by
and for the account of the selling stockholders. This prospectus does not
contain all of the information set forth in the registration statement. For
further information about us, please refer to the registration statement and the
documents incorporated by reference in this prospectus.
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's website at http://www.sec.gov. The SEC's website contains
reports, proxy statements and other information regarding issuers, such as
Center Bancorp, that file electronically with the SEC. You may also read and
copy any document we file with the SEC at the SEC's Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20549. You may also obtain copies of the
documents at prescribed rates by writing to the SEC's Public Reference Section
at 450 Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of its Public Reference
Room.
You should rely only on the information contained or incorporated by
reference in this prospectus. No one has been authorized to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer to sell these
securities in any jurisdiction where the offer or sale is not permitted. You
should assume that the information appearing in this prospectus, as well as
information we filed with the SEC and incorporated by reference, is accurate as
of the date of those documents only. Our business, financial condition and
results of operations described in those documents may have changed since those
dates.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth estimated expenses expected to be incurred
in connection with the issuance and distribution of the securities being
registered:
SEC filing fee.......................................... $ 2,496.00
NASDAQ listing fee...................................... 19,048.00
Printing fees........................................... 5,000.00
Legal fees and expenses................................. 50,000.00
Accounting fees......................................... 15,000.00
Miscellaneous........................................... 18,456.00
Total................................................... $110,000.00
Item 15. Indemnification of Directors and Officers.
Subsection (2) of Section3-5,Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director, officer, employee or agent of the corporation or a person serving at
the request of the corporation as a director, officer, trustee, employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.
Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate agent if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.
Subsection (4) of Section 3-5 provides that to the extent that a corporate
agent has been successful in the defense of any action, suit or proceeding
referred to in subsections (2) and (3) or in the defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) incurred by him in connection therewith.
Subsection (8) of Section 3-5 provides that the indemnification provisions
in the law shall not exclude any other rights to indemnification that a director
or officer may be entitled to under a provision of the certificate of
incorporation, a by-law, an agreement, a vote of shareholders, or otherwise.
That subsection explicitly permits indemnification for liabilities and expenses
incurred in proceedings brought by or in the right of the corporation
(derivative proceedings). The only limit on indemnification of directors and
officers imposed by that subsection is that a corporation may not indemnify a
director or officer if a judgment has established that the director's or
officer's acts or omissions were a breach of his or her duty of loyalty, not in
good faith, involved a knowing violation of the law, or resulted in receipt of
an improper personal benefit.
Subsection (9) of Section 3-5 provides that a corporation is empowered to
purchase and maintain insurance on behalf of a director or officer against any
expenses or liabilities incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against expenses and liabilities under
other provisions of the law.
The Registrant's Restated Certificate of Incorporation contains the
following provision regarding indemnification:
"Every person who is or was a director, officer, employee or agent of the
corporation, or of any corporation which he served as such at the request
of the corporation, shall be indemnified by the corporation to the fullest
extent permitted by law against all expenses and liabilities reasonably
incurred by or imposed upon him, in connection with any proceeding to
which he may be made, or threatened to be made, a party, or in which he
may become involved by reason of his being or having been a director,
officer, employee or agent of the corporation, or of such other
corporation, whether or not he is a director, officer, employee or agent
of the corporation or such other corporation at the time that the expenses
or liabilities are incurred."
Item 16. List of Exhibits.
4.1 Registrant's Certificate of Incorporation, as amended, is incorporated by
reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002.
4.2 Registrant's Bylaws are incorporated by reference to Exhibit 3.2 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.
5.1 Opinion of Lowenstein Sandler PC.*
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1).
24.1 Power of Attorney.*
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* Previously filed.
Item 17. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) 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 of 1933;
(ii) To reflect in the prospectus any facts or event arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act of 1933 and is therefore
unenforceable. If 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 a director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its 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 of 1933, and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Township of Union, State of New Jersey, on the
8th day of September, 2005.
CENTER BANCORP INC.
By: /s/ John J. Davis
------------------
John J. Davis
President
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 2 to the Registrant's Registration Statement has been signed below on the
8th day of September, 2005 by the following persons in the capacities indicated
below.
Signature Title
/s/ Alexander A. Bol* Chairman of the Board
Alexander A. Bol
/s/ John J. Davis President; Chief Executive Officer; Director
John J. Davis
/s/ Hugo Barth, III* Director
Hugo Barth, III
/s/Brenda Curtis* Director
Brenda Curtis
/s/ Donald G. Kein* Director
Donald G. Kein
/s/ James J. Kennedy* Director
James J. Kennedy
/s/ Paul Lomakin* Director
Paul Lomakin, Jr.
/s/ Eugene V. Malinowski* Director
Eugene V. Malinowski
/s/ Herbert Schiller* Director
Herbert Schiller
/s/ Norman F. Schroeder* Director
Norman F. Schroeder
/s/ William A. Thompson* Director
William A. Thompson
/s/ Anthony C. Weagley Principal Accounting and Financial Officer
Anthony C. Weagley
*By: /s/ John J. Davis
------------------------------
John J. Davis Attorney-in-fact
EXHIBIT INDEX
Exhibit No. Description
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4.1 Registrant's Certificate of Incorporation, as amended, is incorporated by
reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for
the quarter ended March 31, 2002.
4.2 Registrant's Bylaws are incorporated by reference to Exhibit 3.2 of the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1998.
5.1 Opinion of Lowenstein Sandler PC.*
23.1 Consent of Independent Registered Public Accounting Firm
23.2 Consent of Lowenstein Sandler PC (included in Exhibit 5.1).
24.1 Power of Attorney.*
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Previously filed.