As filed
with the Securities and Exchange Commission on January 22, 2009
Registration
No. 333-_______
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
________________________________
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
CENTRAL
JERSEY BANCORP
(Exact
name of registrant as specified in its charter)
New
Jersey
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22-3757709
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(State
or jurisdiction
of
incorporation or
organization)
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|
(I.R.S.
Employer
Identification
No.)
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1903
Highway 35
Oakhurst,
New Jersey 07755
(732)
663-4000
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
James
S. Vaccaro
1903
Highway 35
Oakhurst,
New Jersey 07755
(732)
663-4000
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies of
all communications to:
Paul
T. Colella, Esq.
Giordano,
Halleran & Ciesla, P.C.
125
Half Mile Road, P.O. Box 190
Middletown,
New Jersey 07748
(732)
741-3900
Approximate
date of commencement of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If the
only securities being registered on this form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box.
o
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.
ý
If this
form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering.
o
If this
form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering.
o
If this
form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box.
o
If this
form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box.
o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer
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o
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Accelerated
filer
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ý
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Non-accelerated
filer
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o
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Smaller
reporting company
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ý
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(Do
not check if smaller reporting company)
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CALCULATION
OF REGISTRATION FEE
Title
of each class of securities to
be
registered
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Amount
to be
registered
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Proposed
maximum
offering
price
per
share
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Proposed
maximum
aggregate
offering
price
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Amount
of
registration
fee
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Warrant
to purchase common stock, par
value
$0.01 per share, and
shares
of common stock, par value
$0.01
per share, underlying Warrant
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268,621
(1)
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$ 6.31
(2)
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$1,694,999
(2)
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$ 67
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Total:
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$1,694,999
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$ 67
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(1)
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There
are being registered hereunder (a) a Warrant for the purchase of 268,621
shares of common stock with an initial per share exercise price of $6.31,
(b) the 268,621 shares of common stock issuable upon the exercise of such
Warrant, and (c) such additional number of shares of common stock, of a
currently indeterminable amount, as may from time to time become issuable
by reason of stock splits, stock dividends and certain anti-dilution
provisions set forth in such Warrant, which shares of common stock are
registered hereunder pursuant to Rule
416.
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(2)
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Calculated
in accordance with Rule 457(i) with respect to the per share exercise
price of the Warrant of $6.31.
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The
Registrant hereby amends this Registration Statement on such date or dates as
may be necessary to delay its effective date until the Registrant shall file a
further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933, as amended, or until the Registration Statement shall
become effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
The
information in this Preliminary Prospectus is not complete and may be
changed. These securities may not be sold until the Registration
Statement filed with the Securities and Exchange Commission is
effective. This Preliminary Prospectus is not an offer to sell, nor
does it seek an offer to buy, these securities in any jurisdiction where the
offer or sale is not permitted.
Subject
to Completion, Dated January 22, 2009
PROSPECTUS
CENTRAL
JERSEY BANCORP
Warrant
to Purchase 268,621 Shares of Common Stock
268,621
Shares of Common Stock
This
prospectus relates to the potential resale from time to time by selling
securityholders of some or all of a warrant to purchase 268,621 shares of our
common stock, which we sometimes refer to in this prospectus as the warrant, and
any shares of common stock issuable from time to time upon exercise of the
warrant. In this prospectus, we sometimes refer to the warrant and
the shares of common stock issuable upon exercise of the warrant, collectively,
as the securities. We originally issued the warrant and 11,300 shares
of our Fixed Rate Cumulative Perpetual Senior Preferred Stock, Series A, which
we sometimes refer to in this prospectus as the senior preferred stock, pursuant
to the Letter Agreement, dated December 23, 2008, and the related Securities
Purchase Agreement – Standard Terms, between us and the United States Department
of the Treasury, which we sometimes refer to in this prospectus as the Treasury
or the initial selling securityholder, in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended, which we
sometimes refer to in this prospectus as the Securities Act.
The
initial selling securityholder and its successors, including transferees, which
we sometimes collectively refer to in this prospectus as the selling
securityholders, may offer the securities from time to time directly or through
underwriters, broker-dealers or agents and in one or more public or private
transactions and at fixed prices, prevailing market prices, at prices related to
prevailing market prices or at negotiated prices. If these securities
are sold through underwriters, broker-dealers or agents, the selling
securityholders will be responsible for underwriting discounts or commissions or
agents’ commissions.
We will
not receive any proceeds from the sale of securities by the selling
securityholders.
The
warrant is not listed on an exchange or included on a quotation system and,
unless requested by the initial selling securityholder, we do not intend to list
the warrant on any exchange or include the warrant on any quotation
system.
The
common stock of Central Jersey Bancorp is listed on the NASDAQ Global Market
under the symbol “CJBK.” On January 15, 2009, the closing price for
our common stock was $7.00 per share.
Investing
in our securities involves certain significant risks. You should
carefully review the information contained in this prospectus under the heading
“Risk Factors” beginning on page 4 of this prospectus.
Our
principal executive offices are located at 1903 Highway 35, Oakhurst, New Jersey
07755 and our telephone number is (732) 663-4000.
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION, ANY BANK REGULATORY AGENCY, OR ANY STATE
SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THESE
SECURITIES ARE NOT DEPOSITS OR ACCOUNTS OR OTHER OBLIGATIONS OF ANY BANK OR
SAVINGS ASSOCIATION AND ARE NOT INSURED OR GUARANTEED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION, THE COMMISSIONER OF BANKING AND INSURANCE OF THE STATE OF
NEW JERSEY OR ANY OTHER GOVERNMENTAL AGENCY.
The date
of this prospectus is January 22, 2009.
TABLE
OF CONTENTS
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PAGE
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About This
Prospectus
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1
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Forward-Looking
Statements
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1
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Prospectus
Summary
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3
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Risk
Factors
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4
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Use of
Proceeds
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5
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Description of Capital
Stock
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5
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Description of Warrant to Purchase
Common Stock
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13
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Plan of
Distribution
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15
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Selling
Securityholders
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16
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Legal
Matters
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17
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Experts
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17
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Where You Can Find More
Information
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17
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Incorporation of Certain Documents
by Reference
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17
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ABOUT
THIS PROSPECTUS
This prospectus is part of a
registration statement we filed with the Securities and Exchange Commission,
which is also sometimes referred to in this prospectus as the SEC, using the
shelf registration process. Under the shelf registration process, the
selling securityholders may offer and sell the securities described in this
prospectus in one or more offerings from time to time.
We may provide a supplement to this
prospectus containing specific information about the terms of a particular
offering by the selling securityholders. The prospectus supplement
may add, update or change information in this prospectus. You should
read both this prospectus and, if applicable, any prospectus
supplement. If the information in this prospectus is inconsistent
with a prospectus supplement, you should rely on the information in that
prospectus supplement. See “Where You Can Find More Information” for
more information.
In this prospectus, “Central Jersey
Bancorp,” “registrant,” “we,” “our,” “ours,” and “us” refer to Central Jersey
Bancorp, which is a bank holding company headquartered in Oakhurst, New Jersey,
and its wholly-owned subsidiary, Central Jersey Bank, N.A., and not to the
selling securityholders.
FORWARD-LOOKING
STATEMENTS
This prospectus and the documents
incorporated by reference contain statements that are considered “forward
looking statements” within the meaning of United States securities
laws. In addition, Central Jersey Bancorp and its management may make
other written or oral communications from time to time that contain
forward-looking statements. Forward-looking statements, including statements
about industry trends, management’s future expectations and other matters that
do not relate strictly to historical facts, are based on assumptions by
management, and are often identified by such forward-looking terminology as
“expect,” “look,” “believe,” “anticipate,” “estimate,” “seek,” “may,” “will,”
“trend,” “target,” and “goal” or similar statements or variations of such
terms. Forward-looking statements may include, among other things,
statements about Central Jersey Bancorp’s confidence in its strategies and its
expectations about financial performance, market growth, market and regulatory
trends and developments, acquisitions and divestitures, new technologies,
services and opportunities and earnings.
Forward-looking statements are subject
to various risks and uncertainties, which change over time, are based on
management’s expectations and assumptions at the time the statements are made,
and are not guarantees of future results. Management’s expectations
and assumptions, and the continued validity of the forward-looking statements,
are subject to change due to a broad range of factors affecting the national and
global economies, the equity, debt, currency and other financial markets, as
well as factors specific to Central Jersey Bancorp and its wholly-owned
subsidiary, Central Jersey Bank, N.A.
Actual outcomes and results may differ
materially from what is expressed in our forward-looking statements and from our
historical financial results due to the factors discussed elsewhere in this
prospectus or disclosed in our other SEC filings. Forward-looking
statements should not be relied upon as representing our expectations or beliefs
as of any date subsequent to the time this prospectus is filed with the
SEC. Central Jersey Bancorp undertakes no obligation to revise the
forward-looking statements contained in this prospectus to reflect events after
the
time it
is filed with the SEC. The factors discussed herein are not intended
to be a complete summary of all risks and uncertainties that may affect our
business. Though we strive to monitor and mitigate risk, we cannot
anticipate all potential economic, operational and financial developments that
may adversely impact our operations and our financial results.
Forward-looking statements should not
be viewed as predictions, and should not be the primary basis upon which
investors evaluate Central Jersey Bancorp. Any investor in Central
Jersey Bancorp should consider all risks and uncertainties disclosed in our SEC
filings described below under the heading “Where You Can Find More Information,”
all of which are accessible on the SEC’s website at
http://www.sec.gov.
PROSPECTUS
SUMMARY
This summary highlights information
contained elsewhere in, or incorporated by reference into, this
prospectus. As a result, it does not contain all of the information
that may be important to you or that you should consider before investing in our
securities. You should read this entire prospectus, including the
“Risk Factors” section, and the documents incorporated by reference, which are
described under “Where You Can Find More Information” in this
prospectus.
Central
Jersey Bancorp
Central Jersey Bancorp is a bank
holding company and the sole shareholder of Central Jersey Bank,
N.A. Through Central Jersey Bank, N.A., we offer a full range of
retail and commercial banking services to customers primarily located in
Monmouth and Ocean Counties, New Jersey. These services include
checking accounts, savings accounts, money market accounts, certificates of
deposit, installment loans, real estate mortgage loans, commercial loans,
federal payroll tax deposits, bond coupon redemption and telephone and internet
banking. We have credit card, debit card, merchant card and
international services available to our customers through correspondent
institutions. Central Jersey Bank, N.A. currently operates a total of
thirteen full-service branch facilities within New Jersey, located in Belmar,
Bradley Beach, Long Branch (2), Manasquan, Point Pleasant, Spring Lake Heights,
Little Silver, Neptune City, Oakhurst, Ocean Grove, and Wall Township
(2).
Central Jersey Bank, N.A. is a national
association chartered by the Office of the Comptroller of the
Currency. The deposits of Central Jersey Bank, N.A. are insured by
the Federal Deposit Insurance Corporation. As a community bank,
Central Jersey Bank, N.A. provides a broad range of financial products and
services to individual consumers, small businesses and professionals in the
markets we serve.
Commercial activity within Central
Jersey Bank, N.A.’s market area includes small and medium sized businesses,
corporate offices, professional offices, major retain centers, resort and
recreational businesses along the nearby oceanfront, as well as numerous
industrial establishments.
Central Jersey Bancorp is headquartered
at 1903 Highway 35, Oakhurst, New Jersey 07755 and our telephone
number is (732) 663-4000.
Securities
Being Offered
The securities being offered by this
prospectus consist of (1) a warrant, or portions thereof, which expires on
December 23, 2018, to purchase 268,621 shares of our common stock at an exercise
price of $6.31 per share, subject to adjustment as described in this prospectus,
and (2) the shares of our common stock which may be purchased upon exercise of
the warrant. We issued the warrant on December 23, 2008 to the
Treasury pursuant to the Treasury’s Troubled Asset Relief Program Capital
Purchase Program. Concurrent with the issuance of the warrant, we
sold to the Treasury 11,300 shares of our senior preferred stock, with a
liquidation preference of $1,000 per share, for an aggregate purchase
price of $11.3 million. The issuances of the warrant and the senior
preferred stock were completed in a private placement to the
Treasury
exempt
from the registration requirements of the Securities Act. We were
required under the terms of the Letter Agreement and the related Securities
Purchase Agreement between us and the Treasury to register for resale the
warrant and the shares of our common stock underlying the warrant. We
will not receive any proceeds from sales of the securities by the selling
securityholders. The terms of the warrant are described in this
prospectus under the caption, “Description of Warrant,” and the terms of our
common stock and senior preferred stock are described under the caption,
“Description of Capital Stock.” The Letter Agreement and the related
Securities Purchase Agreement between us and the Treasury was attached as
Exhibit 10.1 to our Current Report on Form 8-K dated December 23, 2008 and filed
with the SEC on December 31, 2008, which has been incorporated into this
prospectus by reference. See “Where You Can Find More
Information.”
RISK
FACTORS
An investment in our securities
involves significant risks. In addition to the risks disclosed below,
you should carefully consider the risks and uncertainties and the risk factors
described in the documents and reports that we have filed with the SEC and that
are incorporated by reference into this prospectus, as well as any risks
described in any prospectus supplement we may provide, before you make an
investment decision regarding the securities. Additional risks and
uncertainties not presently known to us or that we currently deem not to be
material may also affect our business operations.
Because of our participation in the
Treasury’s Capital Purchase Program, we are subject to several restrictions,
including restrictions on our ability to declare or pay dividends and repurchase
our shares as well as restrictions on our executive compensation.
On December 23, 2008, pursuant to the
Letter Agreement and the related Securities Purchase Agreement, we issued to the
Treasury for aggregate consideration of $11,300,000 (1) 11,300 shares of the our
senior preferred stock, with a liquidation preference of $1,000 per share, and
(2) a warrant to purchase 268,621 shares of our common
stock. Pursuant to the terms of the Letter Agreement and the related
Securities Purchase Agreement, our ability to declare or pay dividends on any of
our shares is subject to restrictions. Specifically, we are unable to
declare dividend payments on common, junior preferred or
pari passu
preferred shares
if we are in arrears on the dividends on the senior preferred
stock. Further, we are not permitted to pay cash dividends on our
common stock without the Treasury’s approval until the third anniversary of the
investment unless all of the senior preferred stock has been redeemed or
transferred. In addition, our ability to repurchase our shares of
outstanding common stock is restricted. The Treasury’s consent
generally is required for us to make any stock repurchase until the third
anniversary of the investment by the Treasury unless all of the senior preferred
stock has been redeemed or transferred. Further, common, junior
preferred or
pari passu
preferred shares may not be repurchased if we are in arrears on the
senior preferred stock dividends.
In addition, pursuant to the terms of
the Letter Agreement and the related Stock Purchase Agreement, we adopted the
Treasury’s standards for executive compensation and corporate governance for the
period during which the Treasury holds the equity issued pursuant to such
agreements, including the common stock which may be issued pursuant to the
warrant. These standards generally apply to certain of our senior
executive officers, including our Chairman, President and Chief Executive
Officer. The standards include: (1) ensuring that
incentive compensation for senior executives does not encourage unnecessary and
excessive risks that threaten the value of the financial institution; (2)
required clawback of any bonus or incentive
compensation
paid to a senior executive based on statements of earnings, gains or other
criteria that are later proven to be materially inaccurate; (3) prohibition on
making golden parachute payments to senior executives; and (4) agreement not to
deduct for tax purposes executive compensation in excess of $500,000 for each
senior executive. In particular, the change to the deductibility
limit on executive compensation could increase the overall costs of our
compensation programs in future periods. Since the warrant has a ten
year term, we could potentially be subject to the executive compensation and
corporate governance restrictions for a ten year time period.
USE
OF PROCEEDS
We will not receive any proceeds from
sales of the securities by the selling securityholders.
DESCRIPTION
OF CAPITAL STOCK
Our authorized capital stock consists
of:
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100,000,000
shares of common stock, par value $0.01 per share;
and
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10,000,000
shares of preferred stock, par value $0.01 per
share.
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As of
December 31, 2008, there were 9,000,531 shares of our common stock issued and
outstanding and 11,300 shares of our preferred stock issued and outstanding, all
of which consisted of our senior preferred stock.
In this
section we describe certain features and rights of our capital
stock. The summary does not purport to be complete in all respects
and is qualified in its entirety by reference to our certificate of
incorporation, as amended, our by-laws and to applicable New Jersey
law. A copy of our certificate of incorporation, as amended, and a
copy of our by-laws, have been filed with the SEC and are also available from us
upon request.
Common
Stock
General
We are authorized by our certificate of
incorporation, as amended, to issue up to 100,000,000 shares of common stock,
par value $0.01 per share. Each share of our common stock has the
same relative rights as, and is identical in all respects with, each other share
of common stock. Shares of our common stock are not redeemable and
holders of our common stock have no subscription, conversion or preemptive
rights in their capacities as such.
Dividend
Rights
The holders of our common stock are
entitled to dividends when, as and if declared by our board of directors,
subject to our obligations to the holders of senior preferred stock and the
restrictions imposed by the Bank Holding Company Act. The Bank
Holding Company Act restricts dividend payments except if net income available
to shareholders fully funds the proposed dividends, and the expected rate of
earnings retention is consistent with capital needs, asset quality and overall
financial condition.
Voting
Rights.
Under the New Jersey Business
Corporation Act and Central Jersey Bancorp’s certificate of incorporation and
by-laws, each share of our common stock is entitled to one vote per
share. Holders of our common stock do not have cumulative voting
rights.
Liquidation
Rights
In the event of liquidation,
dissolution or winding up of Central Jersey Bancorp, holders of our common stock
are entitled to receive, on a pro rata basis, any assets distributable to
shareholders, after the payment of debts and liabilities and after the
distribution to holders of any outstanding shares which have priority rights
upon liquidation, including the holders of senior preferred stock.
NASDAQ
Listing
Our common stock is listed on the
NASDAQ Global Market.
Transfer
Agent and Registrar
The transfer agent and registrar for
our common stock is Registrar and Transfer Company located at 10 Commerce Drive,
Cranford, New Jersey 07016.
Preferred
Stock
General
Our certificate of incorporation
permits our board of directors to authorize the issuance of up to 10,000,000
shares of preferred stock, par value $0.01, in one or more series, without
shareholder action. Our board of directors can fix the designation,
powers, preferences and rights of each series. Therefore, without
approval of the holders of our common stock or the senior preferred stock
(except as may be required under the terms of the senior preferred stock or by
the rules of the NASDAQ Stock Market or any other exchange or quotation system
on which our securities may be listed or quoted), our board of directors may
authorize the issuance of preferred stock with voting, dividend, liquidation and
conversion and other rights that could dilute the voting power or other rights
or adversely affect the market value of our common stock and senior preferred
stock and may assist management in impeding any unfriendly takeover or attempted
change in control. See “Anti-takeover Effects.”
Senior Preferred
Stock
General
Under our certificate of incorporation,
as amended, we have authority to issue up to 10,000,000 shares of preferred
stock, par value $0.01 per share, in one or more series. Of such
number of shares of preferred stock authorized, 11,300 shares have been
designated as Fixed Rate Cumulative Perpetual Senior Preferred Stock – Series A,
all of which shares of senior preferred stock were issued to the initial selling
securityholder in a transaction exempt from the registration requirements of the
Securities Act. No other shares of preferred stock are issued and
outstanding as of the date hereof.
Dividends
Payable
Holders of shares of senior preferred
stock are entitled to receive if, as and when declared by our board of directors
or a duly authorized committee of the board, out of assets legally available for
payment, cumulative cash dividends at a per annum rate of 5% on the liquidation
preference of $1,000 per share of senior preferred stock with respect to each
dividend period from December 23, 2008 to, but excluding, February 15,
2014. From and after February 15, 2014, holders of shares of senior
preferred stock are entitled to receive cumulative cash dividends at a per annum
rate of 9% per share on the liquidation preference of $1,000 per share of senior
preferred stock with respect to each dividend period thereafter.
Dividends are payable quarterly in
arrears on each February 15, May 15, August 15 and November 15, commencing
February 15, 2009. Each such date is referred to as a dividend
payment date. If any dividend payment date is not a business day,
then the next business day will be the applicable dividend payment date, and no
additional dividends will accrue as a result of the postponement of the dividend
payment date. Dividends payable during any dividend period are
computed on the basis of a 360-day year consisting of twelve 30-day
months. Dividends payable with respect to the senior preferred stock
are payable to holders of record of shares of senior preferred stock on the date
that is 15 calendar days immediately preceding the applicable dividend payment
date or such other record date as the board of directors or any duly authorized
committee of the board determines, so long as such record date is not more than
60 nor less than 10 days prior to the applicable dividend payment
date.
We are required to provide written
notice to the holders of shares of senior preferred stock prior to the
applicable dividend payment date if we determine not to pay any dividend or a
full dividend with respect to the senior preferred stock.
We are subject to various regulatory
policies and requirements relating to the payment of dividends, including
requirements to maintain adequate capital above regulatory
minimums. The Board of Governors of the Federal Reserve System, which
is also sometimes referred to in this prospectus as the Federal Reserve Board,
is authorized under applicable law and regulations to determine, under certain
circumstances relating to the financial condition of a bank holding company that
the payment of dividends would be an unsafe or unsound practice and to
prohibit
payment
thereof. In addition, we are subject to New Jersey state laws
relating to the payment of dividends.
Priority
of Dividends
With respect to the payment of
dividends and the amounts to be paid upon liquidation, the senior preferred
stock will rank:
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senior
to our common stock and all other equity securities designated as ranking
junior to the senior preferred stock;
and
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equally
with all other equity securities designated as ranking on a parity with
the senior preferred stock, which is referred to as parity stock, with
respect to the payment of dividends and distribution of assets upon any
liquidation, dissolution or winding-up of Central Jersey
Bancorp.
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So long as any shares of senior
preferred stock remain outstanding, unless all accrued and unpaid dividends for
all prior dividend periods have been contemporaneously declared and paid in
full, no dividend may be paid or declared on our common stock or other junior
stock, other than a dividend payable solely in common stock. We and
our subsidiaries also may not purchase, redeem or otherwise acquire for
consideration any shares of our common stock or other junior stock unless we
have paid all accrued dividends on the senior preferred stock for all prior
dividend periods in full, with the following exceptions:
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purchases,
redemptions or other acquisitions of our common stock or other junior
stock in connection with the administration of our employee benefit plans
in the ordinary course of business pursuant to a publicly announced
repurchase plan up to the increase in diluted shares outstanding resulting
from the grant, vesting or exercise of equity-based
compensation;
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purchases
or other acquisitions by any broker-dealer subsidiaries of Central Jersey
Bancorp solely for the purpose of market-making, stabilization or customer
facilitation transactions in junior stock or parity stock in the ordinary
course of its business;
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purchases
or other acquisitions by any broker-dealer subsidiaries of Central Jersey
Bancorp for resale pursuant to an offering by Central Jersey Bancorp of
our stock that is underwritten by the related broker-dealer
subsidiary;
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any
dividends or distributions of rights or junior stock in connection with
any shareholders’ rights plan or repurchases of rights pursuant to any
shareholders’ rights plan;
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acquisition
of record ownership of junior stock or parity stock for the beneficial
ownership of any other person who is not Central Jersey Bancorp or a
subsidiary of Central Jersey Bancorp, including as trustee or custodian;
and
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the
exchange or conversion of junior stock for or into other junior stock or
of parity stock for or into other parity stock or junior stock but only to
the extent that such acquisition is required pursuant to binding
contractual agreements entered
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into
before December 23, 2008 or any subsequent agreement for the accelerated
exercise, settlement or exchange thereof for common stock.
Central
Jersey Bancorp does not have any broker-dealer subsidiaries as of the date of
this prospectus.
If we repurchase shares of senior
preferred stock from a holder other than the initial selling securityholder, we
must also offer to repurchase a ratable portion of the senior preferred stock
then held by the initial selling securityholder.
On any dividend payment date for which
full dividends on the senior preferred stock and any other parity stock are not
paid, or declared and therefor funds set aside, all dividends paid or declared
for payment on that dividend payment date (or, with respect to parity stock with
a different dividend payment date, on the applicable dividend date therefor
falling within the dividend period and related to the dividend payment date for
the senior preferred stock), with respect to the senior preferred stock and any
other parity stock shall be declared ratably among the holders of any such
shares who have the right to receive dividends, in proportion to the respective
amounts of the undeclared and unpaid dividends relating to the dividend
period.
Redemption
The senior preferred stock may not be
redeemed prior to February 15, 2012 unless we have received aggregate gross
proceeds from one or more qualified equity offerings (as described below) of not
less than $2,825,000, which equals 25% of the aggregate liquidation amount of
the senior preferred stock on the date of issuance. If we have
received such proceeds, we may redeem the senior preferred stock, subject to the
approval of the Federal Reserve Board, in whole or in part, upon notice as
described below, up to a maximum amount equal to the aggregate net cash proceeds
received by us from such qualified equity offerings. A “qualified
equity offering” is a sale and issuance for cash by us, to persons other than
Central Jersey Bancorp or its subsidiaries after December 23, 2008, of shares of
perpetual preferred stock, common stock or a combination thereof, that in each
case qualify as Tier I capital of Central Jersey Bancorp at the time of issuance
under the applicable risk-based capital guidelines of the Federal Reserve
Board. Qualified equity offerings do not include issuances made in
connection with acquisitions, issuances of trust preferred securities and
issuances of common stock and/or perpetual preferred stock made pursuant to
agreements or arrangements entered into, or pursuant to financing plans that
were publicly announced, on or prior to October 13, 2008.
After February 15, 2012, the senior
preferred stock may be redeemed at any time, subject to the approval of the
Federal Reserve Board, in whole or in part, subject to notice as described
below.
In any redemption, the required
redemption price would be an amount equal to the per share liquidation amount
plus accrued and unpaid dividends up to but excluding the date of
redemption.
The senior preferred stock will not be
subject to any mandatory redemption, sinking fund or similar
provisions. Holders of shares of senior preferred stock have no right
to require the redemption or repurchase of the senior preferred
stock.
If fewer than all of the outstanding
shares of senior preferred stock are to be redeemed, the shares to be redeemed
will be selected either
pro
rata
from the holders of record of shares of senior preferred stock in
proportion to the number of shares held by those holders or in such other manner
as our board of directors or a committee thereof may determine to be fair and
equitable.
We will mail notice of any redemption
of senior preferred stock by first class mail, postage prepaid, addressed to the
holders of record of the shares of senior preferred stock to be redeemed at
their respective last addresses appearing on our books. The mailing
will be at least 30 days and not more than 60 days before the date fixed for
redemption. Any notice mailed or otherwise given as described in this
paragraph will be conclusively presumed to have been duly given, whether or not
the holder receives the notice, and failure duly to give the notice by mail or
otherwise, or any defect in the notice or in the mailing or provision of the
notice, to any holder of senior preferred stock designated for redemption will
not affect the redemption of any other senior preferred stock. Each
notice of redemption will set forth the applicable redemption date, the
redemption price, the place where shares of senior preferred stock are to be
redeemed, and the number of shares of senior preferred stock to be redeemed
(and, if less than all shares of senior preferred stock held by the applicable
holder, the number of shares to be redeemed from the holder).
Shares of senior preferred stock that
are redeemed, repurchased or otherwise acquired by us will revert to the status
of authorized but unissued shares of our preferred stock.
Liquidation
Rights
In the event that we voluntarily or
involuntarily liquidate, dissolve or wind up our affairs, holders of senior
preferred stock will be entitled to receive an amount per share, referred to as
the total liquidation amount, which is equal to the fixed liquidation preference
of $1,000 per share, plus any accrued and unpaid dividends, whether or not
declared, to the date of payment. Holders of the senior preferred
stock will be entitled to receive the total liquidation amount out of our
assets, if any, that are available for distribution to shareholders, after
payment or provision for payment of our debts and other liabilities but before
any distribution of assets is made to holders of our common stock or any other
shares ranking, as to that distribution, junior to the senior preferred
stock.
If our assets are not sufficient to pay
the total liquidation amount in full to all holders of senior preferred stock
and all holders of any shares of outstanding parity stock, the amounts paid to
the holders of senior preferred stock and other shares of parity stock will be
paid
pro rata
in
accordance with the respective total liquidation amounts for those
holders. If the total liquidation amount per share of senior
preferred stock has been paid in full to all holders of senior preferred stock
and other shares of parity stock, the holders of our common stock or any other
shares ranking, as to such distribution, junior to the senior preferred stock
will be entitled to receive all of our remaining assets according to their
respective rights and preferences.
For purposes of the liquidation rights,
neither the sale, conveyance, exchange or transfer of all or substantially all
of our property and assets, nor the consolidation or merger by us with or into
any other corporation or by another corporation with or into us, will constitute
a liquidation, dissolution or winding-up of our affairs.
Voting
Rights
Except as indicated below or otherwise
required by law, the holders of senior preferred stock will not have any voting
rights.
Election of Two Directors upon
Non-Payment of Dividends.
If dividends on the senior preferred stock have
not been paid for an aggregate of six quarterly dividend periods or more
(whether or not consecutive), the authorized number of directors then
constituting our board of directors will be increased by two. Holders
of senior preferred stock, together with the holders of any outstanding parity
stock with like voting rights, which parity stock is referred to as voting
parity stock, voting as a single class, will be entitled to elect the two
additional members of our board of directors, referred to as the preferred stock
directors, at the next annual meeting (or at a special meeting called for the
purpose of electing the preferred stock directors prior to the next annual
meeting) and at each subsequent annual meeting until all accrued and unpaid
dividends for all past dividend periods have been paid in full. The election of
any preferred stock director is subject to the qualification that the election
would not cause us to violate the corporate governance requirement of the NASDAQ
Stock Market (or any other exchange or quotation system on which our securities
may be listed or quoted) that listed companies must have a majority of
independent directors.
Upon the termination of the right of
the holders of senior preferred stock and voting parity stock to vote for
preferred stock directors, as described above, the preferred stock directors
will cease to be qualified as directors, their term of office shall terminate
immediately and the number of authorized directors of Central Jersey Bancorp
will be reduced by the number of preferred stock directors that the holders of
senior preferred stock and voting parity stock had been entitled to
elect. The holders of a majority of shares of senior preferred stock
and voting parity stock, voting as a class, may remove any preferred stock
director, with or without cause, and the holders of a majority of the shares
senior preferred stock and voting parity stock, voting as a class, may fill any
vacancy created by the removal of a preferred stock director. If the
office of a preferred stock director becomes vacant for any other reason, the
remaining preferred stock director may choose a successor to fill such vacancy
for the remainder of the unexpired term.
Other Voting
Rights.
So long as any shares of senior preferred stock are
outstanding, in addition to any other vote or consent of shareholders required
by law or by our certificate of incorporation, the vote or consent of the
holders of at least two-thirds of the shares of senior preferred stock at
the time outstanding, voting separately as a single class, given in person or by
proxy, either in writing without a meeting or by vote at any meeting called for
the purpose, shall be necessary for effecting or validating:
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any
amendment or alteration of our certificate of incorporation to authorize
or create or increase the authorized amount of, or any issuance of any
shares of, or any securities convertible into or exchangeable or
exercisable for shares of, any class or series of capital stock ranking
senior to the senior preferred stock with respect to payment of dividends
and/or distribution of assets on any liquidation, dissolution or winding
up of Central Jersey Bancorp;
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any
amendment, alteration or repeal of any provision of the certificate of
amendment to our certificate of incorporation which includes the
certificate of designations for the senior preferred stock, so as to
affect adversely the rights, preferences, privileges or voting powers of
the senior preferred stock; or
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any
consummation of a binding share exchange or reclassification involving the
senior preferred stock or of a merger or consolidation of Central Jersey
Bancorp with another entity, unless the shares of senior preferred stock
remain outstanding following any such transaction or, if Central Jersey
Bancorp is not the surviving entity, are converted into or exchanged for
preference securities and such remaining outstanding shares of senior
preferred stock or preference securities have rights, references,
privileges and voting powers that are not materially less favorable than
the rights, preferences, privileges or voting powers of the senior
preferred stock, taken as a whole.
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To the extent of the voting rights of
the senior preferred stock, each holder of senior preferred stock will have one
vote for each such share on any matter on which holders of senior preferred
stock are entitled to vote, including any action by written
consent.
The foregoing voting provisions will
not apply if, at or prior to the time the vote or consent would otherwise be
required, all outstanding shares of senior preferred stock have been redeemed or
called for redemption upon proper notice and sufficient funds have been set
aside by us for the benefit of the holders of senior preferred stock to effect
the redemption.
Anti-takeover
Effects
Restrictions
on Ownership
The Bank Holding Company Act requires
any “bank holding company,” as defined in the Bank Holding Company Act, to
obtain the approval of the Federal Reserve Board prior to the acquisition of 5%
or more of our common stock. Any person, other than a bank holding
company, is required to obtain prior approval of the Federal Reserve Board to
acquire 10% or more of our common stock under the Change in Bank Control
Act. Any holder of 25% or more of our common stock, or a holder of 5%
or more if such holder otherwise exercises a “controlling influence” over us, is
subject to regulation as a bank holding company under the Bank Holding Company
Act.
Authorized
but Unissued Stock
The authorized but unissued shares of
common stock and preferred stock will be available for future issuance without
shareholder approval (except as may be required under the terms of the senior
preferred stock or by the rules of the NASDAQ Stock Market or any other exchange
or quotation system on which our securities may be listed or
quoted). These additional shares may be used for a variety of
corporate purposes, including future public offerings to raise additional
capital, corporate acquisitions and employee benefit plans. The
existence of authorized but unissued and unreserved shares of common stock and
preferred stock may enable our board of directors to issue shares to persons
aligned with current management, which could render more difficult or discourage
any attempt to obtain control of our company by means of a proxy contest, tender
offer, merger or otherwise, and thereby protect the continuity of our
management.
Shareholders
Protection Act
The New
Jersey Shareholders Protection Act limits certain transactions involving an
“interested shareholder” and a “resident domestic corporation.” An
interested shareholder is one that
beneficially
owns 10% or more of the voting power of the resident domestic
corporation. The Shareholders Protection Act prohibits certain
business combinations between an interested shareholder and a resident domestic
corporation for five years following the interested shareholder acquiring its
stock, unless the corporation’s board of directors approved the business
combination prior to the interested shareholder’s stock acquisition
date. After the five-year period expires, the prohibition on certain
business combinations continues unless the combination is approved by the
affirmative vote of two-thirds of the voting stock not beneficially owned by the
interested shareholder, the combination is approved by the board prior to the
interested shareholder’s stock acquisition date or certain fair price provisions
are satisfied.
DESCRIPTION
OF WARRANT TO PURCHASE COMMON STOCK
The following is a summary of the terms
of the warrant that may be resold by the selling
securityholders. This summary does not purport to be complete in all
respects. It is subject to and qualified in its entirety by reference
to the warrant, a copy of which has been filed with the SEC and is also
available from us upon request.
Shares
of Common Stock Subject to the Warrant
The warrant is initially exercisable
for 268,261 shares of our common stock. If we complete one or more
qualified equity offerings on or prior to December 31, 2009 that result in our
receipt of aggregate gross proceeds of not less than $11,300,000, which is equal
to 100% of the aggregate liquidation preference of the senior preferred stock,
the number of shares of common stock underlying the warrant then held by the
selling securityholders will be reduced by 50% to 134,131 shares. The
number of shares subject to the warrant are subject to the further adjustments
described below under the heading “Adjustments to the Warrant.”
Exercise
of the Warrant
The initial exercise price applicable
to the warrant is $6.31 per share. The warrant may be exercised at
any time on or before December 23, 2018 by surrender of the warrant and a
completed notice of exercise attached as an annex to the warrant and the payment
of the exercise price for the shares of common stock for which the warrant is
being exercised. The exercise price may be paid either by the
withholding by Central Jersey Bancorp of the number of shares of common stock
issuable upon exercise of the warrant that is equal to the value of the
aggregate exercise price of the warrant determined by reference to the market
price of our common stock on the trading day on which the warrant is exercised
or, if agreed to by us and the warrantholder, by the payment of cash equal to
the aggregate exercise price. The exercise price applicable to the
warrant is subject to the further adjustments described below under the heading
“Adjustments to the Warrant.”
Upon exercise of the warrant,
certificates for the shares of common stock issuable upon exercise will be
issued to the warrantholder. We will not issue fractional shares upon
any exercise of the warrant. Instead, the warrantholder will be
entitled to a cash payment equal to the market price of our common stock on the
last day preceding the exercise of the warrant (less the pro-rated exercise
price of the warrant) for any fractional shares that would have otherwise been
issuable upon exercise of the warrant. We will at all times reserve
the aggregate number of shares of our common stock for which the warrant may be
exercised.
Rights
as a Shareholder
The warrantholder shall have no rights
or privileges of the holders of our common stock, including any voting rights,
until (and then only to the extent) the warrant has been exercised.
Transferability
The initial selling securityholder may
not transfer a portion of the warrant with respect to more than 134,131 shares
of common stock until the earlier of the date on which Central Jersey Bancorp
has received aggregate gross proceeds from a qualified equity offering of at
least $11,300,000 and December 31, 2009. The warrant and all rights
under the warrant are otherwise transferable.
Adjustments
to the Warrant
Adjustments in Connection with Stock
Splits, Subdivisions, Reclassifications and Combinations.
The
number of shares for which the warrant may be exercised and the exercise price
applicable to the warrant will be proportionately adjusted in the event we pay
dividends or make distributions of our common stock, subdivide, combine or
reclassify outstanding shares of our common stock.
Anti-dilution
Adjustment.
Until the earlier of December 23, 2011 and the
date the initial selling securityholder no longer holds the warrant (and other
than in certain permitted transactions described below), if we issue any shares
of common stock (or securities convertible or exercisable into common stock) for
less than 90% of the market price of the common stock on the last trading day
prior to pricing such shares, then the number of shares of common stock into
which the warrant is exercisable and the exercise price will be adjusted.
Permitted transactions include issuances:
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as
consideration for or to fund the acquisition of businesses and/or related
assets;
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in
connection with employee benefit plans and compensation related
arrangements in the ordinary course and consistent with past practice
approved by our board of directors;
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in
connection with public or broadly marketed offerings and sales of common
stock or convertible securities for cash conducted by us or our affiliates
pursuant to registration under the Securities Act or Rule 144A thereunder
on a basis consistent with capital-raising transactions by comparable
financial institutions; and
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in
connection with the exercise of preemptive rights on terms existing as of
December 23, 2008.
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Other
Distributions.
The exercise price of the warrant will be
adjusted to reflect any dividends or distributions that we declare, other than
ordinary cash dividends.
Certain
Repurchases.
If we effect
a pro rata
repurchase of
common stock both the number of shares issuable upon exercise of the warrant and
the exercise price will be adjusted.
Business
Combinations.
In the event of a merger, consolidation or
similar transaction involving Central Jersey Bancorp and requiring shareholder
approval, the warrantholder’s right
to
receive shares of our common stock upon exercise of the warrant shall be
converted into the right to receive on exercise of the warrant the consideration
that would have been payable to the warrantholder with respect to the shares of
common stock for which the warrant may be exercised, as if the warrant had been
exercised prior to such merger, consolidation or similar
transaction.
PLAN
OF DISTRIBUTION
The selling securityholders and their
successors, including their transferees, may sell the securities directly to
purchasers or may sell the securities through underwriters, broker-dealers or
agents, who may receive compensation in the form of discounts, concessions or
commissions from the selling securityholders or purchasers of the
securities. The discounts, concessions or commissions as to any
particular underwriter, broker-dealer or agent may be in excess of those
customary in the types of transactions involved.
The securities may be sold in one or
more transactions at fixed prices, at prevailing market prices at the time of
sale, at varying prices determined at the time of sale or at negotiated
prices. These sales may be effected in transactions, which may
involve crosses or block transactions:
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on
any national securities exchange or quotation service on which the
preferred stock or the common stock may be listed or quoted at the time of
sale, including, as of the date of this prospectus, the NASDAQ Stock
Market in the case of the common
stock;
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in
the over-the-counter market;
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in
transactions otherwise than on such exchanges or services or in the
over-the-counter market; or
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through
the writing of options, whether the options are listed on an options
exchange or otherwise.
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In addition, any securities that
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this prospectus.
In connection with the sale of the
securities or otherwise, the selling securityholders may enter into hedging
transactions with broker-dealers, which in turn may engage in short sales of the
common stock issuable upon exercise of the warrant in the course of hedging the
positions they assume. The selling securityholders may also sell the
common stock issuable upon exercise of the warrant short and deliver common
stock to close out short positions, or loan or pledge the common stock issuable
upon exercise of the warrant to broker-dealers that in turn may sell these
securities.
In effecting sales, broker-dealers or
agents engaged by the selling securityholders may arrange for other
broker-dealers to participate. Broker-dealers or agents may receive
commissions, discounts or concessions from the selling securityholders in
amounts to be negotiated immediately prior to the sale.
In offering the securities covered by
this prospectus, the selling securityholders and any broker-dealers who execute
sales for the selling securityholders may be deemed to be “underwriters” within
the meaning of Section 2(a)(11) of the Securities Act in connection with such
sales. Any profits realized by the selling securityholders and the
compensation of any broker-dealer may be deemed to be underwriting discounts and
commissions. Selling securityholders who are “underwriters” within
the meaning of Section 2(a)(11) of the Securities Act will be subject to the
prospectus delivery requirements of the Securities Act and may be subject to
certain statutory and regulatory liabilities, including liabilities imposed
pursuant to Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under
the Securities Exchange Act of 1934, which is sometimes referred to in this
prospectus as the Exchange Act.
In order to comply with the securities
laws of certain states, if applicable, the securities must be sold in such
jurisdictions only through registered or licensed brokers or
dealers. In addition, in certain states the securities may not be
sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is
available and is complied with.
The anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of securities pursuant to
this prospectus and to the activities of the selling
securityholders. In addition, we will make copies of this prospectus
available to the selling securityholders for the purpose of satisfying the
prospectus delivery requirements of the Securities Act, which may include
delivery through the facilities of the NASDAQ Stock Market pursuant to Rule 153
under the Securities Act.
At the time a particular offer of
securities is made, if required, a prospectus supplement will set forth the
number and type of securities being offered and the terms of the offering,
including the name of any underwriter, dealer or agent, the purchase price paid
by any underwriter, any discount, commission and other item constituting
compensation, any discount, commission or concession allowed or reallowed or
paid to any dealer, and the proposed selling price to the public.
We do not intend to apply for listing
of the warrant on any securities exchange or for inclusion of the warrant in any
automated quotation system unless requested by the initial selling
securityholder. No assurance can be given as to the liquidity of the
trading market, if any, for the warrant.
We have agreed to indemnify the selling
securityholders against certain liabilities, including certain liabilities under
the Securities Act. We have also agreed, among other things, to bear
substantially all expenses (other than underwriting discounts and selling
commissions) in connection with the registration and sale of the securities
covered by this prospectus.
SELLING
SECURITYHOLDERS
We issued the securities covered by
this prospectus to the Treasury on December 23, 2008, in a transaction exempt
from the registration requirements of the Securities Act. This
initial selling securityholder, or its successors, including transferees, may
from time to time offer and sell, pursuant to this prospectus or a supplement to
this prospectus, any or all of the securities they own. The
securities that may be offered under this prospectus for the account of the
selling securityholders are:
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a
warrant to purchase 268,621 shares of our common stock;
and
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268,621
shares of our common stock issuable upon exercise of the warrant, which
shares, if issued, would represent ownership of approximately 3% of our
outstanding common stock as of December 31, 2008, after giving effect to
such issuance.
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Beneficial ownership is determined in
accordance with the rules of the SEC and includes voting or investment power
with respect to the securities. To our knowledge, the initial selling
securityholder has sole voting and investment power with respect to the
securities.
We do not know whether, when or in what
amounts the selling securityholders may offer any of the securities for
sale. The selling securityholders might not sell all or any of the
securities offered by this prospectus.
The initial selling securityholder has
not had a material relationship with us, other than in connection with its
purchase of the securities.
Information about the selling
securityholders may change over time.
LEGAL
MATTERS
The
legality of the securities offered in this prospectus has been passed upon by
Giordano, Halleran & Ciesla, P.C., Red Bank, New Jersey.
EXPERTS
The consolidated financial statements
of Central Jersey Bancorp appearing in Central Jersey Bancorp’s Annual Report on
Form 10-K as of December 31, 2007 and 2006 and for each of the years in the
three year period ended December 31, 2007, and the effectiveness of Central
Jersey Bancorp’s internal control over financial reporting as of December 31,
2007 have been incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, as incorporated by
reference herein and upon the authority of said firm as experts in accounting
and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. Our SEC
filings are available to the public over the Internet at the SEC’s website at
http://www.sec.gov. Copies of information filed by us with the SEC
are also available on our website at http://www.cjbna.com. Our
website is not a part of this prospectus. You may also read and copy
any document we file at the SEC’s public reference room, 100 F Street, N.E.,
Washington, D.C. 20549. Telephone the SEC at 1-800-SEC-0330 for
further information on the operation of its public reference room.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by
reference” information we file with it, which means that we can disclose
important information to you by referring you to other documents. The
information incorporated by reference is considered to be a part of this
prospectus, and information that we file later with the SEC will automatically
update and supersede this
information. In
all cases, you should rely on the later information that is different from the
information included in this prospectus.
We incorporate by reference the
documents listed below and all future filings we make with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination
of the offering to which this registration statement relates, except to the
extent that any information contained in such filings is deemed “furnished”
rather than “filed” in accordance with SEC rules:
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Annual
Report on Form 10-K for the year ended December 31, 2007 (filed with the
SEC on March 14, 2008);
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Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2008 (filed with the
SEC on May 9, 2008), June 30, 2008 (filed with the SEC on August 8, 2008)
and September 30, 2008 (filed with the SEC on November 7,
2008);
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Current
Reports on Form 8-K dated January 15, 2008 (filed with the SEC on January
17, 2008), January 23, 2008 (filed with the SEC on January 25, 2008),
April 23, 2008 (filed with the SEC on April 28, 2008), May 28, 2008 (filed
with the SEC on May 30, 2008), July 23, 2008 (filed with the SEC on July
25, 2008), October 17, 2008 (filed with the SEC on October 21, 2008), and
December 23, 2008 (filed with the SEC on December 31,
2008);
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Amendment
to Current Report on Form 8-K dated December 10, 2007 (filed with the SEC
on March 20, 2008); and
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Registration
Statement on Form 8-A, relating to our common stock (filed with the SEC on
July 17, 2002).
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You may
request a copy of these filings, at no cost, by writing or telephoning us at the
following address:
Central
Jersey Bancorp
1903
Highway 35
Oakhurst,
New Jersey 07755
Telephone:
(732) 663-4000
Attention: James
S. Vaccaro, Chairman,
President
and Chief Executive Officer
You should rely only upon the
information provided in this prospectus, or incorporated in this prospectus by
reference. We have not authorized anyone to provide you with
different information. You should not assume that the information in
this prospectus, including any information incorporated by reference, is
accurate as of any date other than the date indicted on the front cover or the
date given in the applicable document.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
SEC
registration fee
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$
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67
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Legal
fees and expenses (estimated)
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20,000
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Accounting
fees and expenses (estimated)
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15,000
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Printing
costs (estimated)
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2,500
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Miscellaneous
costs and expenses (estimated)
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5,000
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Total
(estimated)
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$
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42,567
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All of
the expenses associated with the registration of the securities covered by this
registration statement will be paid by Central Jersey Bancorp (the
“Registrant”), except for any underwriting discounts, commissions or expenses
incurred by the selling securityholders for brokerage, accounting, tax or legal
services or any other expenses incurred by the selling securityholders in
disposing of the securities.
Item 15
.
Indemnification of Directors and
Officers.
Section
14A:2-7 of the New Jersey Business Corporation Act permits a corporation
organized under the laws of the State of New Jersey to limit in the
corporation’s certificate of incorporation the personal liability of the
corporation’s directors and officers to the corporation and its
shareholders. The Registrant has limited in its Certificate of
Incorporation, as amended, the personal liability of its directors and officers
to the Registrant and its shareholders to the extent permitted by Section
14A:2-7 of the New Jersey Business Corporation Act. The Registrant’s
Certificate of Incorporation specifically provides that a director or officer of
the Registrant shall have no personal liability to the Registrant or its
shareholders for damages for a breach of fiduciary duty, provided that liability
shall not be eliminated for breaches of the duty of loyalty to the Registrant
and its shareholders, for acts or omissions not in good faith or which involve a
knowing violation of law, or for any transactions from which the director or
officer derived an improper personal benefit.
See
Article VI of the Registrant’s Certificate of Incorporation, filed as Exhibit
3.1 to the Registrant’s Current Report on Form 8-K, dated December 23, 2008 and
filed with the Securities and Exchange Commission (the “SEC”) on December 31,
2008, for a complete description of the limitation on the personal liability of
the Registrant’s directors and officers to the Registrant and its
shareholders.
Section
14A:3-5 of the New Jersey Business Corporation Act permits a corporation
organized under the laws of the State of New Jersey to indemnify corporate
agents, including directors and officers, against expenses and liabilities
incurred in connection with proceedings
brought
against any such person in his or her capacity as an agent of the
corporation. In order to be eligible for indemnification, the
corporate agent must have acted in good faith and with the belief that his or
her actions were consistent with the best interests of the corporation, and in
the case of criminal proceedings, the agent must have acted without reason to
believe that his or her actions were unlawful. Prior to any final
determination against the corporate agent, the corporation may advance funds to
pay for the agent’s expenses; provided
,
that the agent agrees to
repay the funds if it is ultimately determined that the agent is not entitled to
indemnification. The Registrant’s By-laws, as amended and restated,
expressly authorize us to provide this indemnification to our directors and
officers.
The
By-laws also permit us to purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the Registrant,
or is or was serving at the Registrant’s request as a director, officer,
employee or agent of another entity, against any liability asserted against or
incurred by such person, in any such capacity or arising from his or her status
as such, whether or not the Registrant would have the power to indemnify the
person against such liability under the By-laws. In that connection,
the Registrant maintains a liability insurance policy providing coverage for the
directors and officers of the Registrant and its bank subsidiary, Central Jersey
Bank, N.A., in an amount up to $15,000,000 for any single event.
Item
16. Exhibits.
The
following exhibits are filed as part of this registration
statement:
Exhibit
No.
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Description of
Exhibit
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4.1
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Amended
and Restated Certificate of Incorporation of the Registrant (Incorporated
by reference to Exhibit 3.1 to the Registrant’s Current Report on Form
8-K, dated December 23, 2008 and filed with the SEC on December 31,
2008).
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4.2
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Certificate
of Amendment to the Amended and Restated Certificate of Incorporation of
the Registrant (Incorporated by reference to Exhibit 3.2 to the
Registrant’s Current Report on Form 8-K, dated December 23, 2008 and filed
with the SEC on December 31, 2008).
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4.3
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Specimen
Certificate representing the Registrant’s Common Stock, par value $0.01
per share (Incorporated by reference to Exhibit 4 to Amendment No. 1 to
the Registrant’s Registration Statement on Form SB-2 (Registration No.
333-87352, effective July 23, 2002)).
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4.4
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By-laws
of the Registrant, as amended and restated on January 1, 2005
(Incorporated by reference to Exhibit 3.2 to the Registrant’s Annual
Report on Form 10-KSB for the year ended December 31, 2004, filed with the
SEC on March 31, 2005).
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4.5
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Warrant
to Purchase Common Stock, dated December 23, 2008 (Incorporated by
reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K,
dated December 23, 2008 and filed with the SEC on December 31,
2008).
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4.6
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Letter
Agreement, dated December 23, 2008, including the Securities Purchase
Agreement – Standard Terms attached thereto, by and between the U.S.
Department of Treasury and the Registrant (Incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, dated
December 23, 2008 and filed with the SEC on December 31,
2008).
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5.1
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Opinion
of Giordano Halleran & Ciesla, a Professional Corporation, including
consent of such counsel, regarding the legality of the securities to be
registered.
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23.1
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Consent
of Giordano Halleran & Ciesla, a Professional Corporation (included in
Exhibit 5.1).
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23.3
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Consent
of KPMG LLP.
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24.1
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Powers
of Attorney of officers and directors of the Registrant (included in the
signature page to this registration
statement).
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(a) The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933, as amended (the “Securities Act of 1933”);
(ii)
To
reflect in the prospectus any facts or events arising after the effective date
of this registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent a fundamental change
in the information set forth in this registration
statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered
would not exceed that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee”
table in the effective registration statement; and
(iii)
To
include any material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material change to
such information in this registration statement;
provided, however,
that
paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the Registrant
pursuant to
Section
13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
“Securities Exchange Act of 1934”), that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant
to Rule 424(b) that is part of this registration statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering
thereof.
(3) To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any
purchaser:
(A)
Each
prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to
be part of the registration statement as of the date the filed prospectus was
deemed part of and included in the registration statement; and
(B)
Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as
part of a registration statement in reliance on Rule 430B relating to an
offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by Section 10(a) of the Securities Act of
1933 shall be deemed to be part of and included in the registration statement as
of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the
offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration statement
relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be
deemed to be the initial
bona
fide
offering thereof.
provided, however,
that no
statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of contract of sale
prior to such effective date, supersede or modify any statement that was made in
the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such effective
date.
(5) That,
for the purpose of determining liability of the Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the securities, the
undersigned Registrant undertakes that in a primary offering of securities of
the undersigned Registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by
means of
any of the following communications, the undersigned Registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:
(i)
Any
preliminary prospectus or prospectus of the undersigned Registrant relating to
the offering required to be filed pursuant to Rule 424;
(ii)
Any
free writing prospectus relating to the offering prepared by or on behalf of the
undersigned Registrant or used or referred to by the undersigned
Registrant;
(iii)
The
portion of any other free writing prospectus relating to the offering containing
material information about the undersigned Registrant or its securities provided
by or on behalf of the undersigned registrant; and
(iv)
Any
other communication that is an offer in the offering made by the undersigned
Registrant to the purchaser.
(b)
The
undersigned Registrant hereby undertakes that, for the purpose of determining
any liability under the Securities Act of 1933, each filing of the registrant’s
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the SEC such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a
director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Township of Ocean, State of New Jersey, on January 21,
2009.
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CENTRAL
JERSEY BANCORP
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By:
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/s/ James S.
Vaccaro
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Name:
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James
S. Vaccaro
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Title:
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Chairman,
President and Chief Executive
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Officer
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KNOW ALL
MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints James S. Vaccaro and Robert S. Vuono and each of them,
his true and lawful attorneys-in-fact and agents for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this registration statement on Form S-3, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures
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Title
|
Date
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|
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Chairman,
President and Chief Executive Officer
|
January
21, 2009
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James
S. Vaccaro
|
(Principal
Executive Officer) and Director
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Senior
Executive Vice President, Chief Operating Officer,
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January
21, 2009
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Robert
S. Vuono
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Secretary
and Director
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Title
|
Date
|
|
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/s/
Anthony Giordano, III
|
Executive
Vice President, Chief Financial Officer,
|
January
21, 2009
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Anthony
Giordano, III
|
Treasurer
and Assistant Secretary (Principal Financial and Accounting
Officer)
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Director
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January
21, 2009
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James
G. Aaron
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Director
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January
21, 2009
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Mark
R. Aikins
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Director
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January
21, 2009
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John
A. Brockriede
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Director
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January
21, 2009
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George
S. Callas
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Director
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January
21, 2009
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Paul
A. Larson, Jr.
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Director
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January
21, 2009
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John
F. McCann
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Director
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January
21, 2009
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Carmen
M. Penta
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Director
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January
21, 2009
|
Mark
G. Solow
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