-----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, UgYKXapz+2EHgGR9MFmWUNS+dZkOpx8PKpQC6xhIa3e3SCvCUwNlCQSOnncTmDHg qQJI+pO6efhzFkU1VGaXYQ== 0000943374-09-000111.txt : 20090202 0000943374-09-000111.hdr.sgml : 20090202 20090202141256 ACCESSION NUMBER: 0000943374-09-000111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090127 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090202 DATE AS OF CHANGE: 20090202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Cape Bancorp, Inc. CENTRAL INDEX KEY: 0001411303 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 000000000 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33934 FILM NUMBER: 09560961 BUSINESS ADDRESS: STREET 1: 225 NORTH MAIN STREET CITY: CAPE MAY COURT HOUSE STATE: NJ ZIP: 08210 BUSINESS PHONE: (609) 465-5600 MAIL ADDRESS: STREET 1: 225 NORTH MAIN STREET CITY: CAPE MAY COURT HOUSE STATE: NJ ZIP: 08210 8-K 1 form8k_020209.txt FORM 8-K REGARDING HORNSBY PRESS RELEASE 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): January 27, 2009 ---------------- CAPE BANCORP, INC. ------------------ (Exact Name of Registrant as Specified in its Charter) Maryland 001-33934 26-1294270 - ----------------------------- --------------------- --------------------- (State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer of Incorporation) Identification No.) 225 North Main Street, Cape May Courthouse, New Jersey 08210 - ------------------------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (609) 465-5600 -------------- Not Applicable -------------- (Former Name or Former Address, if Changed Since Last Report) 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): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On January 27, 2009, Herbert L. Hornsby's service as President and Chief Executive Officer of Cape Bancorp, Inc. and Cape Bank was terminated. Mr. Hornsby was succeeded by Michael D. Devlin as President and Chief Executive Officer of Cape Bancorp, Inc. and Cape Bank. Mr. Devlin served as the Chief Operating Officer of Cape Bank and Cape Bancorp, Inc. since the merger of Boardwalk Bank into Cape Bank in January 2008. Cape Bancorp, Inc. and Cape Bank also announced that Robert J. Boyer was promoted to Executive Vice President and Chief Operating Officer, and that Guy Hackney, who was previously Senior Vice President of Accounting and Finance, will succeed Mr. Boyer as Chief Financial Officer of Cape Bancorp and Cape Bank. As disclosed in the Cape Bancorp Inc. Proxy Statement dated July 16, 2008, Mr. Hornsby is entitled to payments pursuant to his employment agreement of approximately $1.3 million. Mr. Hornsby's service on the Boards of Directors of Cape Bancorp, Inc. and Cape Bank, and all committee memberships, ceased as of the date of his termination of employment. Biographical, compensatory and related party transaction information regarding Messrs. Devlin and Boyer is disclosed in the Cape Bancorp Inc. Proxy Statement dated July 16, 2008. Mr. Hackney served as Senior Vice President, Accounting and Finance, at Cape Bank since the merger of Boardwalk Bank into Cape Bank in January 2008. Prior to that, Mr. Hackney was Controller of Boardwalk Bank for four years. Mr. Hackney has 29 years of banking experience. Cape Bancorp, Inc. issued a press release on January 27, 2009 on these changes of management. A copy of the press release is attached as Exhibit 99.1 to this report. Item 9.01. Financial Statements and Exhibits (a) Financial Statements of Businesses Acquired. Not applicable (b) Pro Forma Financial Information. Not Applicable (c) Shell Company Transactions. Not Applicable (d) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press release, dated January 27, 2009, issued by Cape Bancorp, Inc. SIGNATURES 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. CAPE BANCORP, INC. DATE: February 2, 2009 By: /s/ Guy Hackney ----------------------------------- Guy Hackney Chief Financial Officer EXHIBIT INDEX Exhibit Description - ------- ----------- 99.1 Press release, dated January 27, 2009, issued by Cape Bancorp, Inc. EX-99.1 2 form8kexh_020209.txt EXHIBIT TO FORM 8-K RE HORNSBY FOR IMMEDIATE RELEASE: - ---------------------- HERB HORNSBY TO STEP DOWN AS PRESIDENT AND CHIEF EXECUTIVE OFFICER OF CAPE BANCORP, INC. AND CAPE BANK (Cape May Courthouse, NJ, January 27, 2009) - Cape Bancorp, Inc. (NASDAQ: "CBNJ"), the parent of Cape Bank, announced today that Herbert L. Hornsby, Jr. will step down as President and Chief Executive Officer of the Company and the Bank, effective immediately. Hornsby will be succeeded by Michael D. Devlin as President and Chief Executive Officer of Bancorp and the Bank. Devlin has served as the Chief Operating Officer of the Bank since the merger of Boardwalk Bank into Cape Bank in January 2008. Bancorp and the Bank also announced that Robert J. Boyer has been promoted to Executive Vice President and Chief Operating Officer, and that Guy Hackney, who was previously Senior Vice President of Accounting and Finance, will succeed Boyer as Chief Financial Officer of the Company and the Bank. Hornsby oversaw the transition of Cape Savings Bank from a mutual to stock organization and the simultaneous acquisition of Boardwalk Bank in January 2008. The acquisition created the largest bank headquartered in Cape May and Atlantic counties, which today includes 18 branches and approximately $1.1 billion in assets. For further information contact Michael D. Devlin, CEO or Guy Hackney, CFO, Cape Bancorp: (609) 465-5600. This press release discusses primarily historical information. Statements included in this release, to the extent they are forward looking, involve a number of risks and uncertainties such as competitive factors, economic conditions and regulatory changes in the banking industry. Further information on factors that could affect Cape Bancorp's financial results can be found in the Cape Bancorp's Form 10-K for the year ended December 31, 2007, which was filed by Cape Bancorp with the Securities and Exchange Commission on March 31, 2008. -----END PRIVACY-ENHANCED MESSAGE-----