UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
BANCORP OF NEW JERSEY, INC.
(Exact Name of Issuer as Specified in Charter)
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NEW JERSEY
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20-8444387 |
(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer Identification Number) |
(201) 944-8600
(Registrant’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of
the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
TABLE OF CONTENTS
Item 8.01. Other Events.
On
July 31, 2007, Bancorp of New Jersey, Inc., a New Jersey corporation (the
“Company”),
became the bank holding company of Bank of New Jersey, a New Jersey state-chartered bank (the
“Bank”), pursuant to a
plan of acquisition that was approved by the boards of directors of the
Company and the Bank and adopted by the shareholders of the Bank at a special meeting held
July 19,
2007.
The Company was incorporated at the direction of the board of directors of the Bank under the
New Jersey Business Corporation Act, referred to as the
“NJBCA,” on
November 28, 2006, for the
primary purpose of becoming the holding company of the Bank. The members of the board of directors
of the Bank also serve as the members of
the Company’s board of directors.
Pursuant to the referenced
plan of acquisition, the holding company reorganization has been
affected through a contribution of all of the outstanding shares of Bank’s class of common stock to
the Company in a one-to-one exchange for shares of
the Company’s class of common stock. Upon
consummation of the reorganization, the Bank became the wholly-owned subsidiary of
the Company and
all of the former shareholders of the Bank became shareholders of
the Company. No shareholders of
the Bank elected to exercise dissenters’ rights with respect to the holding company reorganization.
The Company did not engage in any operations, other than organizational activities, or issue any
shares of its class of common stock prior to consummation of the holding company reorganization.
As a result of the holding company reorganization,
the Company has become the successor issuer
to the Bank pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Prior to the holding company reorganization, the Bank was subject to the
information requirements of the Exchange Act and, in accordance with Section 12(i) thereof, was
required to file reports, proxy statements and other information with the Federal Deposit Insurance
Corporation (the
“FDIC”). Such information filed by the Bank with the FDIC is available for
inspection at the offices of the FDIC’s Accounting and Securities Disclosure Section located at
Room F-6043, 550 17th Street, N.W.,
Washington,
DC 20429. Copies of those filings may also be
obtained by contacting the FDIC’s Accounting and Securities Disclosure Section at (
202) 898-8913 or
by facsimile at (
202) 898-8505.
This current report on Form 8-K, among other things, serves as notice that
the Company is the
successor issuer to the Bank under Rule 12g-3 under the Exchange Act. Pursuant to paragraph (a) of
Rule 12g-3,
the Company’s class of common stock is deemed to be registered under Section 12(g) of
the Exchange Act.
Description of Capital Stock
The following description summarizes the terms of
the Company’s capital stock. Because it is
only a summary, it does not contain all the information that may be important to you. For a
complete description you should refer to
the Company’s
certificate of incorporation and the
Company’s amended and restated
bylaws, copies of which have been filed as exhibits to
the Company’s
registration statement on Form S-4 (File No.
333-141124), filed with the Securities and Exchange
Commission on
March 7, 2007, as amended by Amendment No. 1 on Form S-4/A, filed on
April 27, 2007
and Amendment No. 2 on Form S-4/A, filed on
May 15, 2007.
The Company’s authorized capital stock consists of 20,000,000 shares of common stock, no par
value per share. As of
July 31, 2007, the effective date of the holding company reorganization,
there were 2,413,256 shares of
the Company’s class of common stock outstanding, 348,922 shares of
common stock reserved for issuance under stock option plans assumed by
the Company in the holding
company
reorganization, and 476,890 shares of common stock reserved for issuance under outstanding
stock purchase warrants assumed by
the Company in the holding company reorganization.
The Company’s class of common stock does not have any conversion, sinking fund or redemption
provisions, does not subject shareholders to liability to further capital calls, or restrict the
shareholders’ ability to transfer shares (subject to restrictions on transfer under federal and
state securities laws and regulations).
Dividend Rights
Holders of
the Company’s class of common stock are entitled to dividends when, as, and if
declared by
the Company’s board of directors, subject to the restrictions imposed by the NJBCA and
certain regulatory requirements applicable to bank holding companies. The statutory limitations
applicable to
the Company are that dividends may not be paid if
the Company would be unable to pay
its debts as they become due in the usual course of its business or if
the Company’s total assets
would be less than its total liabilities. In addition, applicable regulations of the Board of
Governors of the Federal Reserve System will limit
the Company’s ability to pay dividends as a
result of requirements to maintain adequate capital ratios and for other reasons.
Voting Rights
Under the NJBCA and
the Company’s
certificate of incorporation, each share of
the Company’s
class of common stock is entitled to one vote per share on each matter submitted to a vote of the
Company’s shareholders. Under the NJBCA, the affirmative vote of a majority of the votes cast at a
meeting at which a quorum is present is required to approve any action, other than the election of
directors, unless a corporation’s
certificate of incorporation provides for a greater voting
requirement.
The Company’s
certificate of incorporation does not provide for any such greater
voting requirement.
Under the NJBCA,
the Company is authorized to have one or more directors.
The Company’s
amended and restated
bylaws provide that the number of directors constituting the entire board of
directors be no less than one nor more than twenty-five in number and authorizes the board to fix
the number constituting the entire board within the foregoing limits. The number of directors
constituting
the Company’s entire board of directors is currently fixed at nineteen.
The Company’s
certificate of incorporation provides for a classified board of directors. At
the Company’s next annual meeting of shareholders,
the Company’s board of directors will be
classified into three separate classes and thereafter approximately one-third of the directors will
be elected each year and, following the establishment of the three classes, each class of directors
will serve for three years. Directors will be elected by a plurality of votes cast at an election
and cumulative voting is not permitted or required.
Liquidation Rights
In the event of liquidation, dissolution or winding up of
the Company, holders of the
Company’s class of common stock would be entitled to receive, on a pro rata per share basis, any
assets distributable to shareholders, after the payment of debts and liabilities and after the
distribution to holders of any outstanding shares hereafter issued which have prior rights upon
liquidation.
Preemptive Rights
Appraisal Rights
Under the NJBCA, shareholders of
the Company will have appraisal rights, subject to the broad
exceptions described below, upon certain mergers or other reorganizations. Appraisal rights for
shareholders of
the Company will not be available in any such transaction if shares of
the Company
are listed for trading on a national securities exchange or held of record by more than 1,000
holders. As of
July 31, 2007, the effective date of the holding company reorganization, there were
approximately 1,156 holders of shares of
the Company’s class of common stock. In addition,
appraisal rights are not available to shareholders of an acquired corporation if, as a result of
the transaction, shares of the acquired corporation are exchanged for any of the following: cash;
any securities listed on a national securities exchange or held of record by more than 1,000
holders; or any combination of cash and such securities. The NJBCA also provides that a
corporation may grant appraisal rights in other types of transactions or regardless of the
consideration received by providing for such rights in its
certificate of incorporation. The
Company’s
certificate of incorporation, however, does not provide for any such additional appraisal
rights.
Shareholders Protection Act
A provision of the NJBCA referred to as the
“New Jersey Shareholders Protection Act” or, the
“Protection Act,” prohibits certain business combinations involving certain New Jersey corporations
and an interested shareholder. An
“interested shareholder” is defined generally as one who is the
beneficial owner, directly or indirectly, of ten percent or more of the voting power of the
outstanding stock of the corporation. The Protection Act prohibits those business combinations
subject to the Protection Act for a period of five years after the date the interested shareholder
acquired his, her or its stock, unless the transaction was approved by the corporation’s board of
directors prior to the time the interested shareholder acquired his, her or its shares. After the
five year period expires, the prohibition on business combinations with an interested shareholder
continues unless certain conditions are met. The conditions include: that the business combination
is approved by the board of directors of the target corporation; that the business combination is
approved by a vote of two-thirds of the voting stock not owned by the interested shareholder; and
that the shareholders of the corporation receive a price in accordance with a fair price formula
set forth in the Protection Act. Because
the Company will be a reporting company under Section 12
of the Exchange Act, the Protection Act will be applicable to it.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BANCORP OF NEW JERSEY, INC.
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Date: August 2, 2007 |
By: |
Albert F. Buzzetti
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Albert F. Buzzetti |
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President and Chief Executive Officer |
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