Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - CENTRAL JERSEY BANCORP | ex99-1.htm |
| EX-2.1 - EXHIBIT 2.1 - CENTRAL JERSEY BANCORP | ex2-1.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):
May 25,
2010
CENTRAL
JERSEY BANCORP
(Exact
name of registrant as specified in charter)
|
New
Jersey
|
0-49925
|
22-3757709
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
|
1903
Highway 35, Oakhurst, New Jersey
|
07755
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (732) 663-4000
(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)
|
|
x
|
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))
|
Section
1 – Registrant’s Business and Operations
|
Item
1.01.
|
Entry into a Material
Definitive Agreement.
|
On May
25, 2010, Central Jersey Bancorp (“Central Jersey”) and its wholly owned
subsidiary, Central Jersey Bank, National Association (“Central Jersey Bank”),
and Kearny Financial Corp. (“Kearny”) and its wholly owned subsidiary, Kearny
Federal Savings Bank (“Kearny Bank”), entered into an Agreement and Plan of
Merger (the “Merger Agreement”) pursuant to which Central Jersey will merge with
a to-be-formed subsidiary of Kearny and thereby become a wholly owned subsidiary
of Kearny (the “Merger”). Immediately thereafter, Central Jersey Bank
will merge with and into Kearny Bank (the “Bank Merger”). Central
Jersey Bank will operate as a division of Kearny Bank for at least 18 months
after the closing.
Under the
terms of the Merger Agreement, which is included as Exhibit 2.1 hereto and
incorporated herein by reference, shareholders of Central Jersey will receive
$7.50 in cash for each share of Central Jersey common stock held. The
Merger Agreement also provides that all options to purchase Central Jersey
common stock which are outstanding and unexercised immediately prior to the
closing under Central Jersey’s various stock option plans will be cancelled in
exchange for a cash payment equal to the positive difference between $7.50 and
the exercise price. The estimated aggregate value of the transaction
is $72.3 million.
Central
Jersey will use its best efforts to redeem the 11,300 shares of Fixed Rate
Cumulative Perpetual Preferred Stock, Series A previously issued by Central
Jersey to the U.S. Department of the Treasury (the “Treasury”) under the Capital
Purchase Program established as part of the Troubled Asset Relief Program (TARP)
immediately before or contemporaneously with the closing. The warrant
issued by Central Jersey to the Treasury in connection with the Treasury’s
preferred stock investment will be converted into the right to receive the
product of the positive difference between $7.50 and the warrant exercise price
multiplied by the number of shares subject to the warrant.
The
Merger Agreement contains (a) customary representations and warranties of
Central Jersey and Kearny, including, among others, with respect to corporate
organization, capitalization, corporate authority, third party and governmental
consents and approvals, financial statements, and compliance with applicable
laws, (b) covenants of Central Jersey to conduct its business in the
ordinary course until the Merger is completed, and (c) covenants of Central
Jersey not to take certain actions until the Merger is completed without the
prior written consent of Kearny. Central Jersey has also agreed not
to (i) solicit proposals relating to alternative business combination
transactions or (ii) subject to certain exceptions, enter into discussions
concerning, or provide confidential information in connection with, any
proposals for alternative business combination transactions.
Consummation
of the Merger is subject to certain conditions, including, among others,
approval of the Merger by shareholders of Central Jersey, governmental filings
and regulatory approvals and expiration of applicable waiting periods, absence
of litigation, accuracy of specified representations and warranties of the other
parties, and obtaining material permits and authorizations for the lawful
consummation of the Merger and the Bank Merger. The Merger is also
conditioned upon Central Jersey’s nonperforming assets, as defined in the Merger
Agreement, not exceeding $20.0 million between March 31, 2010 and the closing
date.
The
executive officers and directors of Central Jersey have agreed to vote their
shares of Central Jersey common stock in favor of the approval of the Merger
Agreement at the Central Jersey meeting of shareholders to be held to vote on
the Merger Agreement.
The
Merger Agreement also contains certain termination rights for Central Jersey and
Kearny, as the case may be, applicable upon the occurrence or non-occurrence of
certain events, including: final, non-appealable denial of required regulatory
approvals for consummation of the Merger; failure of Central Jersey shareholders
to approve the Merger; if, subject to certain conditions, the Merger has not
been completed by March 31, 2011; a breach by the other party that is not or
cannot be cured within 30 days after written notice, if such breach would result
in a failure of the conditions to closing set forth in the Merger Agreement;
entry by the Board of Directors of Central Jersey into an alternative business
combination transaction; or the failure by the Board of Directors of Central
Jersey to hold a meeting of shareholders to vote on the Merger Agreement or to
recommend the Merger to its shareholders. If the Merger is not consummated under
certain circumstances, Central Jersey has agreed to pay Kearny a termination fee
of up to $2.8 million.
The
representations and warranties of each party set forth in the Merger Agreement
have been made solely for the benefit of the other parties to the Merger
Agreement. In addition, such representations and warranties
(a) are subject to materiality qualifications contained in the Merger
Agreement which may differ from what may be viewed as material by investors,
(b) were made only as of the date of the Merger Agreement or such other
date as is specified in the Merger Agreement, and (c) may have been
included in the Merger Agreement for the purpose of allocating risk between
Central Jersey and Kearny rather than establishing matters as
facts. Accordingly, the Merger Agreement is included with this filing
only to provide investors with information regarding the terms of the Merger
Agreement, and not to provide investors with any other factual information
regarding the parties or their respective businesses.
The
foregoing summary of the Merger Agreement is not complete and is qualified in
its entirety by reference to the complete text of such document, which is filed
as Exhibit 2.1 hereto and which is incorporated herein by reference in its
entirety. The schedules to the Merger Agreement have been
omitted. Central Jersey hereby agrees to furnish supplementally a
copy of any omitted schedules to the Securities and Exchange Commission (the
“SEC”) upon its request.
Central Jersey and Kearny issued a
press release on May 25, 2010 announcing the execution of the Merger Agreement,
a copy of which is filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
Forward
Looking Statements
The
foregoing material contains forward-looking statements concerning Central Jersey
and Kearny. We caution that such statements are subject to a number
of uncertainties and readers should not place undue reliance on any
forward-looking statements. Central Jersey and Kearny do not
undertake, and specifically disclaim, any obligation to publicly release the
results of any revisions that may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances
after the date of such statements.
* * * *
*
In
connection with the Merger, Central Jersey will file a proxy statement with the
SEC to be distributed to the shareholders of Central
Jersey. Shareholders are urged to read the proxy statement regarding
the proposed transaction when it becomes 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. Shareholders will be able to obtain a free copy of the
proxy statement, as well as other filings containing information about Central
Jersey and Kearny, free of charge from the SEC’s website (www.sec.gov) or by
contacting Central Jersey, Attention: James S. Vaccaro, Chairman, President and
Chief Executive Officer, telephone (732) 663-4000.
Central
Jersey and its directors, executive officers, and certain other members of
management and employees may be soliciting proxies from Central Jersey’s
shareholders in favor of the transaction. Information regarding the
persons who may, under the rules of the SEC, be considered participants in the
solicitation of Central Jersey shareholders in connection with the proposed
transaction will be set forth in the proxy statement when it is filed with the
SEC. You can find information about Central Jersey’s executive
officers and directors in its most recent proxy statement filed with the SEC,
which is available at the SEC’s website (www.sec.gov). You
can also obtain free copies of these documents from Central Jersey using the
contact information above.
Section
5 – Corporate Governance and Management
Item
5.07. Submission of Matters to a
Vote of Security Holders.
At the
Annual Meeting of Shareholders of Central Jersey held on May 26, 2010, each of
the following nominees for director was elected to serve on the Board of
Directors of Central Jersey for a one-year term to expire at the next Annual
Meeting of Shareholders:
|
Nominee
|
Votes
For
|
Votes
Withheld
|
Broker
Non-Votes
|
|
James
G. Aaron, Esq.
|
3,718,682
|
426,876
|
3,516,460
|
|
Mark
R. Aikins, Esq.
|
3,762,398
|
383,162
|
3,516,460
|
|
John
A. Brockriede
|
3,758,886
|
386,672
|
3,516,460
|
|
George
S. Callas
|
3,762,386
|
383,172
|
3,516,460
|
|
Paul
A. Larson, Jr.
|
3,763,304
|
382,254
|
3,516,460
|
|
Carmen
M. Penta, C.P.A.
|
3,713,854
|
431,704
|
3,516,460
|
|
Mark
G. Solow
|
3,665,891
|
479,667
|
3,516,460
|
|
James
S. Vaccaro
|
3,615,969
|
529,589
|
3,516,460
|
|
Robert
S. Vuono
|
3,755,471
|
390,087
|
3,516,460
|
In
addition to the election of directors, the non-binding advisory resolution
approving the compensation of the Company’s named executive officers as
disclosed in the Company’s proxy statement for the 2010 Annual Meeting of
Shareholders was approved. Balloting for the vote approving the
non-binding advisory resolution was as follows:
|
Votes
For
|
Votes
Against
|
Votes
Abstained
|
Broker
Non-Votes
|
|
6,705,707
|
669,158
|
287,153
|
0
|
Section
9 – Financial Statements and Exhibits
Item
9.01. Financial Statements and
Exhibits.
(d) Exhibits.
|
Exhibit
No.
|
Description
|
|
2.1
|
Agreement
and Plan of Merger dated as of May 25, 2010 by and among Kearny Financial
Corp., Kearny Federal Savings Bank, Central Jersey Bancorp and Central
Jersey Bank, N.A.
|
|
99.1
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Press
Release re: Kearny Financial Corp. and Central Jersey Bancorp Announce
Execution of Merger Agreement.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
CENTRAL
JERSEY BANCORP
|
||
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(Registrant)
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||
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By:
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/s/
James S. Vaccaro
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|
|
James
S. Vaccaro
|
||
|
President
and Chief Executive Officer
|
||
Date: May
27, 2010
EXHIBIT
INDEX
|
Exhibit
No.
|
Description
|
|
2.1
|
Agreement
and Plan of Merger dated as of May 25, 2010 by and among Kearny Financial
Corp., Kearny Federal Savings Bank, Central Jersey Bancorp and Central
Jersey Bank, N.A.
|
|
99.1
|
Press
Release re: Kearny Financial Corp. and Central Jersey Bancorp Announce
Execution of Merger Agreement.
|