ConnectOne Bancorp, Inc. – ‘8-A12G’ on 6/5/96

As of:  Wednesday, 6/5/96   ·   Accession #:  905718-96-147   ·   File #:  0-11486

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G      Registration of a Class of Securities                  4±    17K 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws      8±    29K 

8-A12G   —   Registration of a Class of Securities
Document Table of Contents

FORM 8-A                  

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               

CENTER BANCORP, INC.              

____________________________________________________________________________    
(Exact name of registrant as specified in its charter)      

New Jersey                              52-1273725
_____________________________________________________________________________   
(State of incorporation or organization)  (I.R.S. Employer Identification No.)  

2455 Morris Avenue, Union, New Jersey                    07083                  
_____________________________________________________________________________   
(Address of principal executive offices)               (Zip Code)               

Securities to be registered pursuant to Section 12(b) of the Act:               

  Title of each class                 Name of each exchange on which
  to be so registered                 each class is to be registered
___________________________________         _________________________________   

If  this Form relates to the registration of a class of debt securities 
and is effective upon filing  pursuant to General Instruction A.(c)(1),         
please check the following box.[ ]                                              

If  this Form relates to the registration of a class of debt securities 
and is to become effective simultaneously with the effectiveness of a           
concurrent registration statement under the Securities Act of 1933 pursuant     
to General Instruction  A.(c)(2), please check the following box.[ ]            

Securities to be registered pursuant to Section 12(g) of the Act:               

Common Stock, no par value  
______________________________________________________________________________  
(Title of class)

Item 1.   Description of Registrant's Securities to be Registered.              

The  authorized capital stock of Center Bancorp, Inc. (the
"Company") consists of 20,000,000 shares of common stock, no par value          
("Common Stock").                                                               

Common Stock                                                                    

Holders  of Common Stock are entitled to one vote  for    
each share on all matters submitted to a vote of shareholders and               
do not have cumulative voting rights.  Accordingly, holders of  a               
majority  of the shares of Common Stock entitled to vote  in  any               
election of directors may elect all of the directors standing for               
election.   Holders  of  Common Stock  are  entitled  to  receive               
ratably  such dividends, if any, as may be declared by the  Board               
of  Directors out of funds legally available therefor.  Upon  the               
liquidation, dissolution or winding up of the Company, holders of               
Common  Stock are entitled to receive ratably the net  assets  of               
the   Company  available  after  payment  or  provision  for  all               
liabilities.   Holders  of  Common  Stock  have  no  pre-emptive,               
subscription,  redemption or conversion rights.  All  outstanding               
shares of Common Stock are, upon payment therefor, fully paid and               
nonassessable.                                                                  

New  Jersey  Anti-Takeover  Law and Certain  Charter  and  By-Law               
Provisions                                                                      

The  New Jersey Business Corporation Act provides  that  in         
determining  whether a proposal or offer to acquire a corporation               
is  in  the best interest of the corporation, the Board  may,  in               
addition   to   considering  the  effects  of   any   action   on               
shareholders, consider any of the following:  (a) the effects  of               
the  proposed  action on the corporation's employees,  suppliers,               
creditors  and  customers, (b) the effects on  the  community  in               
which  the corporation operates and (c) the long-term as well  as               
short-term  interests  of the corporation and  its  shareholders,               
including the possibility that these interests may best be served               
by  the  continued independence of the corporation.  The  statute               
further  provides  that  if, based on these  factors,  the  Board               
determines that any such offer is not in the best interest of the               
corporation, it may reject the offer.  These provisions may  make               
it  more  difficult  for a shareholder to challenge  the  Board's               
rejection  of,  and may facilitate the Board's rejection  of,  an               
offer to acquire the Company.                                                   

The  Company  is  subject  to the New  Jersey  Shareholders         
Protection  Act  (the "Protection Act"), which prohibits  certain               
New  Jersey  corporations from engaging in business  combinations               
(including    mergers,    consolidations,    significant    asset               
dispositions  and  certain stock issuances) with  any  interested               
shareholder  (defined to include, among others, any  person  that               
becomes  a  beneficial  owner of 10%  or  more  of  the  affected               
corporation's  voting  power) for five years  after  such  person               
becomes   an   interested  shareholder,   unless   the   business               
combination  is approved by the Board of Directors prior  to  the               
date  the  shareholder  became  an  interested  shareholder.   In               
addition,  the Protection Act prohibits any business  combination               
at  any  time  with  an  interested  shareholder  other  than   a               
transaction that (i) is approved by the Board of Directors  prior               
to  the  date  the  interested shareholder became  an  interested               
shareholder, or (ii) is approved by the affirmative vote  of  the               
holders of two-thirds of the voting stock not beneficially  owned               
by  the interested shareholder, or (iii) satisfies certain  "fair               
price" and related criteria.                                                    

The Company's Certificate of Incorporation, as amended, and         
By-laws provide for (i) the classification of the Company's Board               
of Directors into three classes to be elected to staggered three-               
year  terms;  (ii)  limitations on the shareholders'  ability  to               
nominate  individuals for election as directors;  and  (iii)  the               
requirement  that the holders of at least 66-2/3 percent  of  the               
outstanding  shares  of Common Stock vote to approve  either  the               
merger,  consolidation, liquidation or dissolution of the Company               
or  the sale or other disposition of sale or substantially all of               
the assets of the Company.                                                      

Limitation of Liability and Indemnification Matters                             

The   Company   has   included  in  its   Certificate   of        
Incorporation, as amended, provisions to indemnify  its  officers               
and  directors to the fullest extent permitted by law.   Pursuant               
to  the provisions of the Company's Certificate of Incorporation,               
as  amended,  directors  and officers  of  the  Company  are  not               
personally liable to the Company or its shareholders for  damages               
for  breach  of fiduciary duty, except for (i) breaches  of  such               
person's duty of loyalty, (ii) those instances where such  person               
is  found not in good faith or in knowing violation of the law or               
(iii)  those  instances where such person  received  an  improper               
personal benefit as the result of such breach.                                  

Transfer Agent and Registrar                                                    

The  Transfer Agent and Registrar for the Common  Stock  is         
American Stock Transfer & Trust Company.                                        

Item 2.   Exhibits.                                                             

3.1  Certificate of Incorporation of the Registrant, as amended                 

3.2  By-Laws  of the Registrant are incorporated by reference  to               
Exhibit  3.2 to the Registrant's Annual Report on Form  10-K          
for the year ended December 31, 1992                                  

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.                                           

Date:  June 5, 1996                                                             

                 CENTER BANCORP., INC.

                     By:/s/ Anthony C. Weagley
                         Chief Financial Officer

Exhibit Index               

3.1  Certificate of Incorporation of the Registrant, as amended                 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-A12G’ Filing		Date		Other Filings
Filed on:		6/5/96		None on these Dates
		12/31/92
				List all Filings

3 Subsequent Filings that Reference this Filing

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

 5/26/23  ConnectOne Bancorp, Inc.          S-8         5/26/23    5:158K                                   RDG Filings/FA
 8/13/21  ConnectOne Bancorp, Inc.          424B2                  1:516K                                   DG3/FA
 8/11/21  ConnectOne Bancorp, Inc.          424B5                  1:518K                                   DG3/FA