8-K

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) July 13, 2009

PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
New Jersey	001-16197	22-3537895
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)
158 Route 206, Peapack-Gladstone, New Jersey		07934
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (908) 234-0700

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Peapack-Gladstone Financial Corporation (the “Corporation”) has declared a 5% stock dividend to be distributed to shareholders on August 3, 2009.  Effective July 13, 2009, the Corporation amended Paragraph (A), Article III of its Certificate of Incorporation to increase by 1,000,000 shares (5%) the total authorized capital stock of the Corporation to 21,500,000 shares, consisting of 21,000,000 shares of common stock and 500,000 shares of preferred stock which may be issued in one or more classes or series.  The amendment is attached hereto as Exhibit (3)(i).

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits:

(3)(i) Amendment to the Certificate of Incorporation of Peapack-Gladstone Financial Corporation, dated July 13, 2009.

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.

	PEAPACK-GLADSTONE FINANCIAL CORPORATION
Dated:  July 15, 2009	By:	/s/  Jeffrey J. Carfora
	Name:	Jeffrey J. Carfora
	Title:	Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Title
(3)(i)	Amendment to the Certificate of Incorporation of Peapack-Gladstone Financial Corporation, dated July 13, 2009.

EX-3.I

Exhibit (3)(i)

AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

PEAPACK-GLADSTONE FINANCIAL CORPORATION

Peapack-Gladstone Financial Corporation, a New Jersey corporation, pursuant to N.J.S.A. 14A:7-15.1, does hereby certify as follows:

(a)           The name of the corporation is Peapack-Gladstone Financial Corporation (the “Corporation”).

(b)           A 5% stock dividend was declared by the Corporation on June 18, 2009, pursuant to which one (1) share of common stock of the Corporation (“Common Stock”), no par value, will be distributed on August 3, 2009 for each twenty (20) shares of Common Stock, no par value, held by shareholders on the record date of July 9, 2009.  A resolution approving the share division was adopted by the Board of Directors of the Corporation at its regular meeting held on June 18, 2009.

(c)           The shares division will not adversely affect the rights or preferences of the holders of outstanding shares and will not result in the percentage of authorized shares that remains unissued after the share division exceeding the percentage of authorized shares that was unissued before the share division.

(d)           There were issued and outstanding, as of the record date of July 9, 2009, 8,300,103 shares of Common Stock, no par value, which are the shares subject to the share division.  As a result of the share division in which one (1) share will be issued for every twenty (20) shares issued and outstanding, those 8,300,103 shares will be divided into 8,715,108 shares issued and outstanding.

(e)           The Corporation is hereby amending its certificate of incorporation in connection with the share distribution as follows:

Paragraph (A) of “Article III” shall be amended to read as follows:

“The total authorized capital stock of the Corporation shall be 21,500,000 shares, consisting of 21,000,000 shares of common stock and 500,000 shares of preferred stock which may be issued in one or more classes or series.  The shares of common stock shall constitute a single class and shall be without nominal or par value.  The shares of preferred stock of each class or series shall be without nominal or par value, except that the amendment authorizing the initial issuance of any class or series, adopted by the Board of Directors as provided herein, may provide that shares of any class or series shall have a specified par value per share, in which event all of the shares of such class or series shall have the par value per share so specified.”

IN WITNESS WHEREOF, Jeffrey J. Carfora, Executive Vice President and Chief Financial Officer of Peapack-Gladstone Financial Corporation, has executed this Certificate on behalf of Peapack-Gladstone Financial Corporation this 13th day of July, 2009.

PEAPACK-GLADSTONE FINANCIAL CORPORATION
By:	/s/  Jeffrey J. Carfora
	Jeffrey J. Carfora
	Executive Vice President and
	Chief Financial Officer