form8a12b-94217_pgfc.htm
FORM
8-A
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FOR
REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT
TO
SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
PEAPACK-GLADSTONE
FINANCIAL CORPORATION
(Exact
Name of Registrant as Specified in Charter)
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New
Jersey
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22-3537895
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(State
of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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158
Route 206, Peapack-Gladstone, New Jersey
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07934
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each class to be registered
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Name
of each exchange on which each class is to be
registered
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Common
Stock, no par value
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NASDAQ
Global Select Market
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If this
form relates to the registration of a class of securities pursuant to Section
12(b) of the Exchange Act and is effective pursuant to General Instruction
A.(c), check the following box [X]
If this
form relates to the registration of a class of securities pursuant to Section
12(g) of the Exchange Act and is effective pursuant to General Instruction
A.(d), check the following box [ ]
Securities
Act registration statement file number to which this form relates:
Securities
to be registered pursuant to Section 12(g) of the Act:
(Title
of class)
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Item
1.
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Description
of Registrant’s Securities to be
Registered.
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The authorized capital stock of
Peapack-Gladstone Financial Corporation, (“Peapack”) presently consists of
20,000,000 shares of common stock, no par value (“Peapack Common
Stock”). As of August 1, 2008, 8,286,586 shares of Peapack Common
Stock were issued and outstanding and 607,075 shares of Peapack Common Stock
were issuable upon the exercise of stock options. Effective August
19, 2008, the Common Stock of Peapack will be registered on the NASDAQ Global
Select Market (the “NASDAQ”) and will be deregistered from the American Stock
Exchange.
Dividend
Rights
The holders of Peapack Common Stock are
entitled to receive dividends, when, as and if declared by the Board of
Directors of Peapack out of funds legally available. The only
statutory limitation is that such dividends may not be paid when Peapack is
insolvent. Because funds for the payment of dividends by Peapack come
primarily from the earnings of Peapack’s bank subsidiaries, as a practical
matter, restrictions on the ability of those bank subsidiaries to pay dividends
act as restrictions on the amount of funds available for the payment of
dividends by Peapack.
Peapack is also subject to certain
Federal Reserve Board (“FRB”) policies which may, in certain circumstances,
limit its ability to pay dividends. The FRB policies require, among
other things, that a bank holding company maintain a minimum capital
base. The FRB would most likely seek to prohibit any dividend payment
which would reduce a holding company’s capital below such minimum
amount.
Voting
Rights
At meetings of shareholders, holders of
Peapack Common Stock are entitled to one vote per share. The quorum
for shareholders’ meetings is a majority of the outstanding shares entitled to
vote represented in person or by proxy. Except as indicated below,
all actions and authorizations to be taken or given by shareholders require the
approval of a majority of the votes cast by holders of Peapack Common Stock at a
meeting at which a quorum is present.
If any corporation, banking
institution, person or entity ("Entity") is either (a) the beneficial
owner, directly or indirectly, of more than 5% of the outstanding shares of
any class of stock of the corporation entitled to vote in the election of
directors or the assignee of, or otherwise the successor to, any shares of
such stock of the corporation from a corporation, banking
institution, person or entity which within the two-year period immediately
prior to such record date was a more than 5% beneficial owner (where
any such assignment or succession occurred in the course of a transaction
or series of transactions not involving a public offering within the
meaning of that term under the Securities Act of 1933, as amended); or (b) is an
affiliate (as defined in the Securities and Exchange Act of 1934) of the
corporation and at any time within the two-year period immediately prior to
such record date was the beneficial owner, directly or indirectly, of more than
5% of the outstanding shares of any class of stock of the
corporation entitled to vote in the election of directors and engages
in any of the following transactions, the transaction is subject to
approval by the affirmative vote of 80% of the shareholders entitled to
vote in the election of directors. These transactions include: (i)
any merger or consolidation of the corporation with or into any other
corporation, banking institution, person or entity; or (ii) any sale,
lease, exchange, mortgage, pledge, transfer or other
disposition
(in one transaction or series of transactions) of assets or of the deposit
liabilities of the corporation which, in the case of either assets or
of deposit liabilities, total 10% or more of the value of the assets or of
the deposit liabilities of the corporation on a consolidated basis to any
other corporation, banking institution, person or entity; or (iii)
any sale, lease, exchange, mortgage pledge, transfer or other disposition
(in one transaction or a series of transactions) to the corporation of any
assets of any other corporation, banking institution, person or
entity in exchange for voting securities (or securities convertible
into or exchangeable for voting securities or any options, warrants or rights to
purchase any of the same) of the bank constituting after giving effect to
any conversion, exchange or right) 5% or more of the outstanding voting
securities of the corporation; or (iv) any reclassification of securities,
or recapitalization of the corporation proposed by, on behalf of or
pursuant to any arrangement with any other corporation, banking
institution, person or entity which has the effect, directly
or indirectly, of increasing the proportionate share of the outstanding
securities of the corporation of which that other corporation, banking
institution, person or entity is the beneficial owner; or (v) the issuance
(in one transaction or a series of transactions) to any other corporation,
banking institution, person or entity, of voting securities (or securities
convertible into or exchangeable for voting securities or any options,
warrants or rights to purchase any of the same) of
the corporation constituting (after giving effect to any
conversion, exchange or right) 5% or more of the outstanding
voting securities of the corporation; or (vi) the adoption of any plan or
proposal for the liquidation or dissolution of the corporation proposed by,
on behalf of or pursuant to any arrangement with any other corporation,
banking institution, person or entity;
In any of
these transactions, the affirmative vote of 80% of the shareholders
entitled to vote in the election of directors is not required
if (i) at least two-thirds of the Board of Directors approved the
transaction prior to the time that the Entity or affiliate became the
beneficial owner of more than 5% of the outstanding shares of any class of
stock entitled to vote in the election of directors; (ii) the transaction
is a merger, consolidation, or disposition to any other banking institution
or corporation of which a majority of the outstanding shares of all classes
of stock entitled to vote in elections of directors is owned of record
or beneficially by the corporation and its subsidiaries (if any)
and so long as, if the corporation is not the surviving banking
institution, each beneficial owner of shares of stock of the
corporation receives the same type of consideration in such transaction and
the provisions of this rule are continued in effect or adopted by such
surviving banking institution as part of its certificate of incorporation;
or (iii) the transaction is required or ordered by any Federal or state
regulatory agency; provided the Board of Directors referred to in (i) of
this paragraph passing upon such transaction shall be comprised
of a majority of continuing directors, i.e., members of such
Board who were elected by the stockholders of the corporation prior to that
time, that any such stockholder became the beneficial owner, directly or
indirectly, of more than 5% of any class of the stock of the corporation,
entitled to vote in elections of directors, or who were appointed to
succeed a continuing director by a majority of continuing
directors.
The Board
of Directors is elected by the shareholders each year and the directors
serve until their respective successors are duly elected
and qualified. The number of directors is not less than five and
not more than 25. The exact number of directors shall be determined by the
Board of Directors.
Shareholders
may remove any director from office for cause or without cause by the
affirmative vote of the majority of the votes cast by holders
of shares entitled to vote for the election of directors.
Liquidation
Rights
In the
event of a liquidation, holders of Peapack Common Stock are entitled to
receive ratably any assets distributed to shareholders.
Assessment
and Redemption
All outstanding shares of Peapack
Common Stock are fully paid and nonassessable. Peapack Common Stock
is not redeemable at the option of the issuer of the holders
thereof.
Preemptive
and Conversion Rights
Holders of Peapack Common Stock do not
have conversion rights or preemptive rights with respect to any securities of
Peapack.
The
preceding description is a summary only and is qualified by reference to
Peapack’s Restated Certificate of Incorporation set forth in Exhibit 1 and
Peapack’s Amended By-Laws set forth in Exhibit 2.
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1
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Restated
Certificate of Incorporation as in effect on the date of this filing are
incorporated herein by reference to the Registrant’s Current Report on
Form 10-Q filed on May 8, 2008.
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2
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Amended
By-Laws of the Registrant as in effect on the date of this filing are
incorporated herein by reference to the Registrant’s Current Report on
Form 8-K filed on April 27, 2007.
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3
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Specimen
Stock Certificate of the Registrant.
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SIGNATURE
Pursuant
to the requirements of Section 12 of the Securities Exchange Act of 1934, the
Registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
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PEAPACK-GLADSTONE
FINANCIAL CORPORATION
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Dated:
August 18, 2008
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By:
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/s/
Arthur F. Birmingham
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Name:
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Arthur
F. Birmingham
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Title:
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Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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1
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Restated
Certificate of Incorporation as in effect on the date of this filing are
incorporated herein by reference to the Registrant’s Current Report on
Form 10-Q filed on May 8, 2008.
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2
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Amended
By-Laws of the Registrant as in effect on the date of this filing are
incorporated herein by reference to the Registrant’s Current Report on
Form 8-K filed on April 27, 2007.
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3
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Specimen
Stock Certificate of the Registrant.
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