-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JXYDwPlmPfT89Qrjs1zJsfvIZuJqtUJQ3pTiDH7h4ZZSVxzviFk5a/B0aC3b/xfG UcjN4NacuYiG3UXT1fKZ+A== 0000905718-96-000147.txt : 19960606 0000905718-96-000147.hdr.sgml : 19960606 ACCESSION NUMBER: 0000905718-96-000147 CONFORMED SUBMISSION TYPE: 8-A12G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960605 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CENTER BANCORP INC CENTRAL INDEX KEY: 0000712771 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 521273725 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12G SEC ACT: 1934 Act SEC FILE NUMBER: 000-11486 FILM NUMBER: 96577156 BUSINESS ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 BUSINESS PHONE: 9086889500 MAIL ADDRESS: STREET 1: 2455 MORRIS AVE CITY: UNION STATE: NJ ZIP: 07083 8-A12G 1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CENTER BANCORP, INC. ____________________________________________________________________________ (Exact name of registrant as specified in its charter) New Jersey 52-1273725 _____________________________________________________________________________ (State of incorporation or organization) (I.R.S. Employer Identification No.) 2455 Morris Avenue, Union, New Jersey 07083 _____________________________________________________________________________ (Address of principal executive offices) (Zip Code) Securities to be registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which to be so registered each class is to be registered ___________________________________ _________________________________ If this Form relates to the registration of a class of debt securities and is effective upon filing pursuant to General Instruction A.(c)(1), please check the following box.[ ] If this Form relates to the registration of a class of debt securities and is to become effective simultaneously with the effectiveness of a concurrent registration statement under the Securities Act of 1933 pursuant to General Instruction A.(c)(2), please check the following box.[ ] Securities to be registered pursuant to Section 12(g) of the Act: Common Stock, no par value ______________________________________________________________________________ (Title of class) Item 1. Description of Registrant's Securities to be Registered. The authorized capital stock of Center Bancorp, Inc. (the "Company") consists of 20,000,000 shares of common stock, no par value ("Common Stock"). Common Stock Holders of Common Stock are entitled to one vote for each share on all matters submitted to a vote of shareholders and do not have cumulative voting rights. Accordingly, holders of a majority of the shares of Common Stock entitled to vote in any election of directors may elect all of the directors standing for election. Holders of Common Stock are entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor. Upon the liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to receive ratably the net assets of the Company available after payment or provision for all liabilities. Holders of Common Stock have no pre-emptive, subscription, redemption or conversion rights. All outstanding shares of Common Stock are, upon payment therefor, fully paid and nonassessable. New Jersey Anti-Takeover Law and Certain Charter and By-Law Provisions The New Jersey Business Corporation Act provides that in determining whether a proposal or offer to acquire a corporation is in the best interest of the corporation, the Board may, in addition to considering the effects of any action on shareholders, consider any of the following: (a) the effects of the proposed action on the corporation's employees, suppliers, creditors and customers, (b) the effects on the community in which the corporation operates and (c) the long-term as well as short-term interests of the corporation and its shareholders, including the possibility that these interests may best be served by the continued independence of the corporation. The statute further provides that if, based on these factors, the Board determines that any such offer is not in the best interest of the corporation, it may reject the offer. These provisions may make it more difficult for a shareholder to challenge the Board's rejection of, and may facilitate the Board's rejection of, an offer to acquire the Company. The Company is subject to the New Jersey Shareholders Protection Act (the "Protection Act"), which prohibits certain New Jersey corporations from engaging in business combinations (including mergers, consolidations, significant asset dispositions and certain stock issuances) with any interested shareholder (defined to include, among others, any person that becomes a beneficial owner of 10% or more of the affected corporation's voting power) for five years after such person becomes an interested shareholder, unless the business combination is approved by the Board of Directors prior to the date the shareholder became an interested shareholder. In addition, the Protection Act prohibits any business combination at any time with an interested shareholder other than a transaction that (i) is approved by the Board of Directors prior to the date the interested shareholder became an interested shareholder, or (ii) is approved by the affirmative vote of the holders of two-thirds of the voting stock not beneficially owned by the interested shareholder, or (iii) satisfies certain "fair price" and related criteria. The Company's Certificate of Incorporation, as amended, and By-laws provide for (i) the classification of the Company's Board of Directors into three classes to be elected to staggered three- year terms; (ii) limitations on the shareholders' ability to nominate individuals for election as directors; and (iii) the requirement that the holders of at least 66-2/3 percent of the outstanding shares of Common Stock vote to approve either the merger, consolidation, liquidation or dissolution of the Company or the sale or other disposition of sale or substantially all of the assets of the Company. Limitation of Liability and Indemnification Matters The Company has included in its Certificate of Incorporation, as amended, provisions to indemnify its officers and directors to the fullest extent permitted by law. Pursuant to the provisions of the Company's Certificate of Incorporation, as amended, directors and officers of the Company are not personally liable to the Company or its shareholders for damages for breach of fiduciary duty, except for (i) breaches of such person's duty of loyalty, (ii) those instances where such person is found not in good faith or in knowing violation of the law or (iii) those instances where such person received an improper personal benefit as the result of such breach. Transfer Agent and Registrar The Transfer Agent and Registrar for the Common Stock is American Stock Transfer & Trust Company. Item 2. Exhibits. 3.1 Certificate of Incorporation of the Registrant, as amended 3.2 By-Laws of the Registrant are incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Date: June 5, 1996 CENTER BANCORP., INC. By:/s/ Anthony C. Weagley Chief Financial Officer Exhibit Index 3.1 Certificate of Incorporation of the Registrant, as amended EX-3.1 2 CERTIFICATE OF INCORPORATION OF CENTER BANCORP FILED NOVEMBER 12, 1988 JANE BURGIO Secretary of State CERTIFICATE OF INCORPORATION OF CENTER BANCORP This is to certify that, there is hereby organized a Corporation under and by virtue of N.J.S. 14:101 et seq., the New Jersey "Business Corporation Act." First: Corporate Name. The name of the Corporation is Center Bancorp. Second: Registered Office. The address of this Corporation's initial registered office is 2003 Morris Avenue, Union, New Jersey 07083, and the name of the Corporation's initial registered agent at such address is John J. Davis. Third: Corporate Purposes. The purpose or purposes for which the Corporation is organized are: (a) To act as a bank holding company, with all of the rights, powers and privileges, and subject to all of the limitations, specified in any applicable state or federal legislation from time to time in effect; (b) To engage in any other activities within the purposes for which Corporations may be organized under the New Jersey Business Corporation Act. Fourth: Capitalization. The total authorized capital stock of the Corpora- tion shall consist of 1,000,000 shares of common stock, par value $5.00 per share. Shares of the authorized capital stock may be issued from time to time for such consideration (not less than the par value thereof) as may be fixed from time to time by the Board of Directors. Fifth: Initial Directors. The number of directors constituting the initial Board of Directors of the Corporation shall be three; and the names and addresses of the directors are: Name Address Jack McDonnell 1070 Wychwood Rd., Westfield, NJ 07090 John J. Davis 6 Knollwood Dr. Morristown, NJ 07960 Donald G. Kein 103 Huron Dr., Chatham Township, NJ 07928 Sixth: Incorporation. The name and address of each incorporator is: Name Address Jack McDonnell 1070 Wychwood Rd., Westfield, NJ 07090 John J. Davis 6 Knollwood Dr., Morristown, NJ 07960 Donald G. Kein 103 Huron Dr., Chatham Township, NJ 07928 Seventh: No Cumulative Voting Rights. Cumulative voting for the election of directors shall not be permitted. Eighth: Indebtedness. The Corporation shall have authority to borrow money and the Board of Directors, without the approval of the shareholders and acting within their sole discretion, shall have the authority to issue debt instruments of the Corporation upon such terms and conditions and with such limitation as the Board of Directors deems advisable. The authority of the Board of Directors shall include, but not be limited to, the power to issue convertible debentures. Ninth: The Board of Directors may, if it deems advisable, oppose a tender, or other offer for the Corporation's securities, whether the offer is in cash or in securities of a Corporation or otherwise. When considering whether to oppose an offer, the Board of Directors may, but it is not legally obligated to, consider any and all of the following: (1) Whether the offer price is acceptable based on the historical and present operating results or financial conditions of the Corporation. (2) Whether a more favorable price could be obtained for the Corporation's securities in the future. (3) The impact which an acquisition of the Corporation would have on its employees, depositors and customers of the Corporation and its subsidiaries in the community which they serve. (4) The reputation and business practices of the offeror and its management and affiliates as they would affect the employees, depositors and customers of the Corporation and its subsidiaries and the future value of the Corporation's stock. (5) The value of the securities, if any, which the offeror is offering in exchange for the Corporation's securities, based on an analysis of the worth of the Corporation as compared to the Corporation or other entity whose securities are being offered. (6) Any antitrust or other legal and regulatory issues that are raised by the offer. If the Board of Directors determines that an offer should be rejected, it may take any lawful action to accomplish its purpose including, but not limited to any and all of the following: advising shareholders not to accept the offer; litigation against the offeror; filing complaints with all governmental and regulatory authorities; acquiring the Corporation's securities; selling or otherwise issuing authorized but unissued securities or treasury stock or granting options with respect thereto; acquiring a company to create an antitrust or other regulatory problem for the offeror; and obtaining a more favorable offer from another individual or entity. Tenth: Preemptive Rights. No holder of common stock of the Corporation, as such, shall be entitled, as a matter of right, to subscribe for or purchase any part of any new or additional issue of stock of any class whatsoever, any rights or options to purchase stock of any class whatsoever, or any securities convertible into, exchangeable for or carrying rights or options to purchase stock of any class whatsoever, whether now or hereafter authorized, and whether issued for cash or other consideration, or by way of dividend. Eleventh: Number of Directors. The By-Laws shall specify the number of directors other than the number constituting the First Board. Any vacancy in the Board, including a vacancy created by an increase in the number of directors, may be filed by the affirmative vote of a majority of the remaining directors, even though less than a quorum of the Board, or by a sole remaining director. Twelfth: Classification of Directors. The Board of Directors of the Corp- oration shall be divided into three classes, the respective terms of office of which shall end in successive years. The number of directors in each class shall be specified in the By-Laws and shall be as nearly equal as possible. Unless they are elected to fill vacancies, the directors in each class shall be elected to hold office until the third successive annual meeting of shareholders after their election and until their successors shall have been elected and qualified. At each annual meeting of shareholders the directors of only one class shall be elected, except directors who may be elected to fill vacancies. Thirteenth: 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 Corpora- tion to the fullest extent permitted by law against all expenses and lia- bilities 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 direc- tor, officer, employee or agent of the Corporation, or of such other Corp- oration, whether or not he is a director, officer, employee or agent of the Corporation or such other Corporation at the time the expenses or liabilities are incurred. Fourteenth: No merger, consolidation, liquidation or dissolution of the Corporation nor any action that would result in the sale or other disposition of all or substantially all of the assets of the Corporation shall be valid unless first approved by the affirmative vote of the holders of at least sixty six and 2/3 percent (662/3%) of the outstanding shares of Common Stock. This Article 14 may not be amended unless first approved by the affirmative vote of the holders of at least sixty-six and 2/3 percent (66-2/3%) of the outstanding shares of Common Stock. IN WITNESS WHEREOF, we, the incorporators of the above-named Corporation hereunto signed this Certificate of Incorporation on the ninth day of November. ____________________________________ Incorporator ___________________________________ Incorporator ___________________________________ Incorporator CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF CENTER BANCORP, INC. [For Use by Domestic Corporations Only] FILED MARCH 17, 1988 JANE BURGIO Secretary of State To: The Secretary of State State of New Jersey Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3), Corporations, General, of the New Jersey Statutes, the undersigned Corporation executes the following Certificate of Amendment to its Certificate of Incorporation: 1. The name of the Corporation is Center Bancorp Inc., a New Jersey Corporation. 2. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the Corporation on the 15th day of March, 1988. Resolved, that the Article Fourth of the Certificate of Incorpora- tion be amended to read as follows: Fourth: Capitalization. The total authorized capital stock of the Corporation shall consist of 10,000,000 shares of common stock, no par value per share. Shares of the authorized capital stock may be issued from time to time for such consideration as may be fixed from time to time by the Board of Directors. 3. The number of shares outstanding at the time of the adoption of the amendment was 348,158. The total number of shares entitled to vote thereon was 348,158. If the shares of any class or series are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series. (Omit if not Applicable.) 4. The number of shares voting for and against such amendment is as follows: (If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively.) Number of shares Number of shares Number of shares Voting For Amendment Voting Against Abstaining Amendment 267,697 19,300 4,876 5. The following amendment to the Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the Corporation on the 15th day of March, 1988. Resolved, that the Certificate of Incorporation be amended to add Articles Fifteenth and Sixteenth and shall read as follows: Fifteenth: so long as permitted by law, no director of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owed by such person to the Corporation or its shareholders; provided, however, that this paragraph fifteen shall not relieve any person from liability to the extent provided by applicable law for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the Corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of any improper personal benefit. No amendment to or repeal of this paragraph fifteen and no amendment, repeal or termination of effectiveness of any law authorizing this paragraph fifteen shall apply to or have any effect on the liability or alleged liability of any director or with respect to any acts or omissions of such director occurring prior to such amendment, repeal or termination of effectiveness. Sixteenth: so long as permitted by law, no officer of the Corporation shall be personally liable to the Corporation or its shareholders for damages for breach of any duty owned by such person to the Corporation or its shareholders; provided, however, that this paragraph sixteen shall not relieve any person from liability to the extent provided by applicable law for any breach of duty based upon an act or omission (a) in breach of such person's duty of loyalty to the Corporation or its shareholders, (b) not in good faith or involving a knowing violation of law or (c) resulting in receipt by such person of an improper personal benefit. No amendment to or repeal of this paragraph sixteen and no amendment, repeal or termination of effectiveness of any law authorizing this paragraph sixteen shall apply to or have any effect on the liability or alleged liability of any officer for or with respect to any acts or omissions of such officer occurring prior to such amendment, repeal or termination of effectiveness. 6. The number of shares outstanding at the time of the adoption of the amendment was 348,158. The total number of shares entitled to vote thereon was 348,158. (If the shares of any class or series are entitled to vote thereon as a class, set forth below the designation and number of outstanding shares entitled to vote thereon of each such class or series.) (Omit if not Applic- able) 7. The number of shares voting for and against such amendment is as follows: (If the shares of any class or series are entitled to vote as a class, set forth the number of shares of each such class and series voting for and against the amendment, respectively.) Number of shares Number of shares Number of shares Voting For Amendment Voting Against Abstaining Amendment 279,424 2,954 9,495 (If the amendment is accompanied by a reduction of stated capital, the following clause may be inserted in the Certificate of Amendment, in lieu of filing a Certificate of Reduction under Section 14A:7-19, Corporations, General, of the New Jersey Statutes. Omit this clause if not applicable.) 8. The stated capital of the Corporation is reduced in the following amount: $_____ OMIT. The manner in which the reduction is effected is as follows: The amount of stated capital of the Corporation after giving effect to the reduction is $______ OMIT. (Must be set forth in dollars.) 9. If the amendment provides for an exchange, reclassification or cancellation of issued shares, set forth a statement of the manner in which the same shall be effected (Omit if not applicable.) OMIT (Use the following only if an effective date, not later than 30 days subsequent to the date of filing is desired.) 10. The effective date of this Amendment to the Certificate of Incorporation shall be _____________. Dated this 17th day of March, 1988. CENTER BANCORP, INC. (Corporation Name) By: /s/John J. Davis (Signature) John J. Davis, President (Type or Print Name & Title) (May be executed by the chairman of the board, or the president, or a vice-president of the Corporation) Return to Secretary of State, P. O. Box 1330, Trenton, NJ 08625, Attn.: Corporation Filing. Filing Fee $50 NOTE: No recording fees will be assessed. CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF CENTER BANCORP, INC. Pursuant to N.J.S. 14A:7-15.1(3) Dated: As of July 1, 1993 FILED NOVEMBER 22, 1993 DANIEL J. DALTON Secretary of State The undersigned Corporation, having adopted an amendment to its certificate of incorporation in connection with a stock split, hereby certifies as follows: 1. The name of the Corporation is Center Bancorp, Inc. 2. The date of adoption by the board of directors of the Corporation of the resolution approving the two for one stock split effectuated on July 1, 1993 (the "Stock Split") was May 20, 1993. 3. The amendment to the certificate of incorporation will not adversely affect the rights or preferences of the holders of outstanding shares of any class or series and will not result in the percentage of authorized shares that remains unissued after the Stock Split exceeding the percentage of authorized shares that was unissued before the Stock Split. 4. The only class of shares subject to the Stock Split was the Corporation's Common Stock. The number of shares of Common Stock subject to the Stock Split was 800,000. The number of shares issued in connection with the Stock Split was 800,000. 5. The certificate of incorporation is amended to increase the Corporation's number of authorized shares of Common Stock from 10,000,000 to 20,000,000. In connection therewith, the fourth paragraph of the certificate of incorporation is deleted in its entirety and a new fourth paragraph, annexed hereto as Exhibit A, is substituted for it. IN WITNESS WHEREOF, the undersigned Corporation has caused this certificate to be executed on its behalf by its duly authorized officer as of the date first above written. CENTER BANCORP, INC. By: /s/John J. Davis John Davis, President Exhibit A Fourth: Capitalization. The total authorized capital stock of the Corporation shall consist of 20,000,000 shares of Common Stock, without par value. Shares of the authorized capital stock may be issued from time to time for such consideration as may be fixed from time to time by the Board of Directors. -----END PRIVACY-ENHANCED MESSAGE-----