0000930413-14-002140.txt : 20140430 0000930413-14-002140.hdr.sgml : 20140430 20140430083414 ACCESSION NUMBER: 0000930413-14-002140 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140429 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140430 DATE AS OF CHANGE: 20140430 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-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11486 FILM NUMBER: 14795966 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-K 1 c77435_8k.htm

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): April 29, 2014

 

CENTER BANCORP, INC.

 

(Exact Name of Registrant as Specified in its Charter)

 

 

New Jersey 2-81353 52-1273725
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer
Identification No.)
     

 

2455 Morris Avenue, Union, New Jersey 07083
(Address of principal executive offices) (Zip Code)

 

Registrant's telephone number, including area code (800) 862-3683

 

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):

 

[ x ] 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 8.01. Other Events.

 

On April 29, 2014, the Registrant issued a press release, a copy of which is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

 

(d) Exhibits

 

Exhibit 99.1 – Press release of the Registrant, dated April 29, 2014.

 

 

 

 

 

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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.

 

  CENTER BANCORP, INC.
     
  By: /s/ Anthony C. Weagley
     
  Name: Anthony C. Weagley
  Title: President and Chief Executive Officer

 

Dated: April 29, 2014

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EXHIBIT INDEX

 

 

 

Exhibit 99.1 – Press release of the Registrant, dated April 29, 2014.

 

 

 

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EX-99.1 2 c77435_ex99-1.htm

 Exhibit 99.1

CENTER BANCORP ANNOUNCES

DISMISSAL OF MERGER-RELATED LITIGATION

 

 

Union, New Jersey (April 29, 2014) - Center Bancorp, Inc. (NASDAQ: CNBC) announced today that previously filed complaints against ConnectOne Bancorp, its Board of Directors and Center Bancorp in the Superior Court of New Jersey related to the proposed merger of Center and ConnectOne have been voluntarily dismissed by the plaintiffs after being vigorously defended by the defendants. The dismissal was not undertaken pursuant to any negotiated settlement with the plaintiffs, and the defendants have not paid damages or attorneys’ fees to the plaintiffs or their counsel.

 

Anthony Weagley, Center’s Chief Executive Officer, commented: “We are pleased that this litigation has been dismissed. We were convinced from the outset that the allegations in the complaints were without merit and unfairly questioned the diligence and motivations of all those who have contributed to our pending transaction. We remain focused, as we have been since the day that we announced our merger, on completing the steps necessary to consummate the transaction and on continuing to build our franchises.”

Additional Information for Stockholders

In connection with the proposed merger, Center Bancorp, Inc. ("Center") has filed with the Securities and Exchange Commission ("SEC") a Registration Statement on Form S-4 that includes a joint proxy statement of Center and ConnectOne Bancorp, Inc. (”ConnectOne”) and a prospectus of Center, as well as other relevant documents concerning the proposed transaction. Center and ConnectOne will each mail the joint proxy statement and prospectus to its stockholders subsequent to the Registration Statement on Form S-4 being declared effective. SHAREHOLDERS OF CENTER AND CONNECTONE ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT AND JOINT PROXY STATEMENT AND PROSPECTUS REGARDING THE PROPOSED MERGER IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders may obtain a free copy of the joint proxy statement and prospectus (when available) and other filings containing information about Center and ConnectOne at the SEC's website at www.sec.gov. The joint proxy statement/prospectus (when available) and the other filings may also be obtained free of charge at Center's website at www.centerbancorp.com under the tab "Investor Relations," and then under the heading "Documents" or at ConnectOne's website at www.connectonebank.com under the tab "Investor Relations," and then under the heading "SEC Filings."

Center, ConnectOne and certain of their respective directors and executive officers, under the SEC's rules, may be deemed to be participants in the solicitation of proxies of Center and ConnectOne's shareholders in connection with the proposed merger. Information regarding the directors and executive officers of Center and their ownership of Center common stock is set forth in the proxy statement for Center's 2013 annual meeting of shareholders, as filed with the SEC on Schedule 14A on April 15, 2013. Information regarding the directors and executive officers of ConnectOne and their ownership of ConnectOne common stock is set forth in the proxy statement for ConnectOne's 2013 annual meeting of shareholders, as filed with the

 

 
 

 SEC on Schedule 14A on April 8, 2013. Additional information regarding the interests of those participants and other persons who may be deemed participants in the transaction may be obtained by reading the joint proxy statement and prospectus regarding the proposed merger when it becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.