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ConnectOne Bancorp, Inc. – ‘S-8 POS’ on 6/21/05

On: Tuesday, 6/21/05, at 11:56am ET · Effective: 6/21/05 · Accession #: 1144204-5-19489 · File #: 333-125747

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 6/21/05  ConnectOne Bancorp, Inc.          S-8 POS     6/21/05    3:66K                                    Vintage/FA

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8 POS     Post-Effective Amendment to an S-8                     8     35K 
 2: EX-10.1     Material Contract                                      7     36K 
 3: EX-10.2     Material Contract                                      8     38K

S-8 POS — Post-Effective Amendment to an S-8
Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Calculation of Registration Fee Description of Securities Exemption From Registration Claimed Exhibits Incorporation of Certain Documents by Reference Indemnification of Directors and Officers Interests of Named Experts and Counsel Undertakings
1	1st Page - Filing Submission
"	Calculation of Registration Fee
2	Item 3. Incorporation of Certain Documents by Reference
"	Item 4. Description of Securities
"	Item 5. Interests of Named Experts and Counsel
"	Item 6. Indemnification of Directors and Officers
4	Item 7. Exemption From Registration Claimed
"	Item 8. Exhibits
"	Item 9. Undertakings

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================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
to
FORM S-8
REGISTRATION STATEMENT
 Under
THE SECURITIES ACT OF 1933

CENTER BANCORP, INC.
(Exact name of registrant as specified in its charter)

      New Jersey                                          52-1273725

(State or other jurisdiction                              (I.R.S. employer
of incorporation or organization)                         identification number)

2455 Morris Avenue, Union, NJ 07083-0007
(Address of principal executive offices; zip code)

------------------------

 Options Granted Under the 1999 Red Oak Bank Incentive Stock Option Plan
 Options Granted Under the 2004 Red Oak Bank Incentive Stock Option Plan
 (Full title of the plans)

Anthony C. Weagley
Vice President & Treasurer
Center Bancorp, Inc.
2455 Morris Avenue, Union, NJ 07083-0007
(609) 419-1500
(Name, address and telephone number,
including area code, of agent for service)

Copy to:
Peter H. Ehrenberg, Esq.
 Lowenstein Sandler PC
65 Livingston Avenue
Roseland, New Jersey 07068
(973) 597-2500
------------------------

 Calculation of Registration Fee

                                                        [Enlarge/Download Table]

========================== ====================== ======================= ======================= =====================
                                                         Proposed                Proposed                              
Title of Securities             Amount to be      Maximum Offering          Maximum Aggregate            Amount of     
to be Registered                 Registered          Price per Share (2)    Offering Price (2)        Registration Fee 
-------------------------- ---------------------- ----------------------- ----------------------- ---------------------
                                                                                                                       
Common   Stock,   no  par                                                                                              
value (1)                   51,917 shares (1)                $11.785             $611,841.845              $75.00 (3)  
========================== ====================== ======================= ======================= =====================

(1) Plus such additional shares of Common Stock as may be issuable from time to 
time pursuant to the anti-dilution provisions of the 1999 Red Oak Bank Incentive
Stock Option Plan and the 2004 Red Oak Bank Incentive Stock Option Plan.        

(2) Estimated solely for the purpose of calculating the registration fee        
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis of   
the average of the high and low sale prices for a share of Common Stock on the  
National Market System of NASDAQ on June 6, 2005, a date within five days of the
initial filing date of this registration Statement.                             

(3) Previously paid                                                             

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================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference                        

     The SEC allows us to "incorporate" into this Registration Statement
information we file with it in other documents. This means that we can disclose 
important information to you by referring to other documents that contain that  
information. The information incorporated by reference is considered to be part 
of this Registration Statement, and information we file later with the SEC will 
automatically update and supersede this information. We incorporate by reference
the documents listed below, except to the extent information in those documents 
is different from the information contained in this Registration Statement, and 
all future documents filed with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we terminate the offering of these 
shares:                                                                         

                  (a) our Annual Report on Form 10-K for the year ended December
31, 2004, as amended on June 14, 2005;                                          

               (b) our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2005;                                                                 

                  (c) our Current Reports on Form 8-K filed on January 28, 2005,
March 8, 2005, April 20, 2005, April 29, 2005 and May 20, 2005;                 

          (d) our proxy statement for our 2005 annual meeting of
shareholders; and                                                               

            (e) the description of our Common Stock set forth in the
Registration Statement on Form 8-A filed by the Company with the SEC pursuant to
Section 12 of the Exchange Act and filed by the Company with the SEC on June 5, 
1996 .                                                                          

Item 4.  Description of Securities                                              

Not applicable.                                               

Item 5.  Interests of Named Experts and Counsel                                 

Not Applicable.                                               

Item 6.  Indemnification of Directors and Officers                              

     Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a  
party or is threatened to be made a party to any threatened, pending or         
completed action, suit or proceeding, whether civil, criminal, administrative,  
arbitrative or investigative (other than an action by or in the right of the    
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director, officer, employee or agent of the corporation or a person serving at  
the request of the corporation as a director, officer, trustee, employee or     
agent of another corporation or enterprise), against reasonable costs (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement    
incurred by him in connection with such action, suit or proceeding if he acted  
in good faith and in a manner he reasonably believed to be in or not opposed to 
the best interests of the corporation, and, with respect to any criminal        
proceeding, had no reasonable cause to believe his conduct was unlawful.        

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     Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to  
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate agent if he acted in good faith and in a 
manner reasonably believed to be in or not opposed to the best interests of the 
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable   
for negligence or misconduct unless and only to the extent that the Superior    
Court of New Jersey or the court in which such action or suit was brought shall 
determine that despite the adjudication of liability, such person is fairly and 
reasonably entitled to indemnity for such expenses which the court shall deem   
proper.                                                                         

  Subsection (4) of Section 3-5 provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or       
proceeding referred to in subsections (2) and (3) or in the defense of any      
claim, issue or matter therein, he shall be indemnified against expenses        
(including attorneys' fees) incurred by him in connection therewith.            

 Subsection (8) of Section 3-5 provides that the indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation, a by-law, an agreement, a vote of shareholders, or otherwise.    
That subsection explicitly permits indemnification for liabilities and expenses 
incurred in proceedings brought by or in the right of the corporation           
(derivative proceedings). The only limit on indemnification of directors and    
officers imposed by that subsection is that a corporation may not indemnify a   
director or officer if a judgment has established that the director's or        
officer's acts or omissions were a breach of his or her duty of loyalty, not in 
good faith, involved a knowing violation of the law, or resulted in receipt of  
an improper personal benefit.                                                   

        Subsection (9) of Section 3-5 provides that a corporation is empowered
to purchase and maintain insurance on behalf of a director or officer against   
any expenses or liabilities incurred in any proceeding by reason of that person 
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against expenses and liabilities under  
other provisions of the law.                                                    

     The Registrant's Restated Certificate of Incorporation contains the
following provision regarding indemnification:                                  

       "Every person who is or was a director, officer, employee or agent of
the corporation, or of any corporation which he served as such at the request of
the corporation, shall be indemnified by the corporation to the fullest extent  
permitted by law against all expenses and liabilities reasonably incurred by or 
imposed upon him, in connection with any proceeding to which he may be made, or 
threatened to be made, a party, or in which he may become involved by reason of 
his being or having been a director, officer, employee or agent of the          
corporation, or of such other corporation, whether or not he is a director,     
officer, employee or agent of the corporation or such other corporation at the  
time that the expenses or liabilities are incurred."                            

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Item 7.  Exemption From Registration Claimed                                    

Not applicable.                                               

Item 8.  Exhibits                                                               

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.                                                     

Item 9.  Undertakings                                                           

(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;                                                     

                (ii) To reflect in the prospectus any acts or events arising
after the effective date of the 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 the 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 Commission 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;                                  

                 (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or  
any material change to such information in the registration statement;          

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
information required to be included in a post-effective amendment by those      
paragraphs is contained in periodic reports filed with or furnished to the      
Commission by the registrant pursuant to Section 13 or Section 15(d) of the     
Securities Exchange Act of 1934 that are incorporated by reference in the       
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 therein, 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.                                                                   

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        (b) The undersigned registrant hereby undertakes that, for purposes 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 Commission such      
indemnification is against public policy as expressed in the Securities Act 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 and will be governed by the final     
adjudication of such issue.                                                     

-5- 

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SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this             
Post-Effective Amendment No. 1 to this Registration Statement to be signed on   
its behalf by the undersigned, thereunto duly authorized, in the City of Union, 
State of New Jersey, on this 21st day of June, 2005.                            

                 CENTER BANCORP, INC..

                 By: /s/ John J. Davis
                 John J. Davis
                                         President and Chief Executive Officer

  Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to this Registration Statement has been signed by
the following persons in the capacities indicated on this 21st day of June,     
2005.                                                                           

Signature                                               Title                   
---------                                               -----                   

/s/ Alexander A. Bol*                                   Chairman of the Board   
Alexander A. Bol                                                                

/s/ John J. Davis*                                      Director; President and 
John J. Davis                                           Chief Executive Officer 

/s/ Hugo Barth, III*                                    Director                
Hugo Barth, III                                                                 

/s/ Brenda Curtis*                                      Director                
Brenda Curtis                                                                   

/s/ Donald G. Kein*                                     Director                
Donald G. Kein                                                                  

/s/ James J. Kennedy*                                   Director                
James J. Kennedy                                                                

/s/ Paul Lomakin, Jr.*                                  Director                
Paul Lomakin, Jr.                                                               

-6- 

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/s/ Eugene M. Malinowski*                               Director                
Eugene M. Malinowski                                                            

/s/ Herbert Schiller*                                   Director                
Herbert Schiller                                                                

/s/ Norman F. Schroeder*                                Director                
Norman F. Schroeder                                                             

/s/ William A. Thompson*                                Director                
William A. Thompson                                                             

/s/ Anthony C. Weagley                                  Chief Financial and     
Anthony C Weagley                                       Accounting Officer      

*By: /s/ Anthony C. Weagley                                                     
------------------------------------                                    
Anthony C. Weagley, Attorney-in-Fact                                

-7- 

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 EXHIBIT INDEX

      4.1 The Registrant's Certificate of Incorporation is incorporated by
reference to Exhibit 3.1 of the Registrant's Quarterly Report on Form 10-Q for  
the quarter ended March 31, 2002.                                               

       4.2 The Registrant's By-Laws are incorporated by reference to Exhibit
3.2 to the Registrant's Annual Report on Form 10-K for the year ended December  
31, 1998.                                                                       

5.1      Opinion of Lowenstein Sandler PC.*                   

10.1      1999 Red Oak Bank Incentive Stock Option Plan**     

10.2     2004 Red Oak Bank Incentive Stock Option Plan**      

23.1     Consent of KPMG LLP.*                                

       23.2     Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

24.1     Power of Attorney.*                                  

-----------------                                             
*  Previously filed                                           
** Filed with this Post-Effective Amendment No. 1.            

-8-

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-8 POS’ Filing	Date	First	Last	Other Filings

Filed on / Effective on:	6/21/05
	6/14/05	2		10-K/A
	6/6/05	1
	5/20/05	2		8-K
	4/29/05	2		8-K
	4/20/05	2		425, 8-K
	3/31/05	2		10-Q
	3/8/05	2		8-K
	1/28/05	2		4, 8-K
	12/31/04	2		10-K, 10-K/A, 4/A, 5
	3/31/02	8		10-Q, 10-Q/A
	12/31/98	8		10-K, 10-K/A
	6/5/96	2		8-A12G
				List all Filings

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Filing Submission 0001144204-05-019489 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

ConnectOne Bancorp, Inc. – ‘S-8 POS’ on 6/21/05

On: Tuesday, 6/21/05, at 11:56am ET · Effective: 6/21/05 · Accession #: 1144204-5-19489 · File #: 333-125747

Post-Effective Amendment to an S-8 — Form S-8Filing Table of Contents

S-8 POS — Post-Effective Amendment to an S-8Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Post-Effective Amendment to an S-8 — Form S-8
Filing Table of Contents

S-8 POS — Post-Effective Amendment to an S-8
Document Table of Contents