As filed with the Securities and Exchange Commission on April 27, 2006
Registration No. 333-__________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PEAPACK-GLADSTONE FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 22-3537895
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
158 Route 206 North
Gladstone, New Jersey 07934
(Address, including Zip Code, of Principal Executive Offices)
PEAPACK-GLADSTONE FINANCIAL CORPORATION
2006 LONG-TERM STOCK INCENTIVE PLAN
(Full Title of the Plan)
Frank A. Kissel, Chairman and Chief Executive Officer
Peapack-Gladstone Financial Corporation
158 Route 206 North
Gladstone, New Jersey 07934
(908) 234-0700
(Name, Address, including Zip Code, and Telephone Number,
including Area Code, of Agent For Service)
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With a Copy to:
Ronald H. Janis, Esq.
Pitney Hardin LLP
P.O. Box 1945
Morristown, New Jersey 07962
(973) 966-8263
CALCULATION OF REGISTRATION FEE
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Title of Each Class Amount Proposed Maximum Proposed Maximum
Of Securities To to be Offering Price Aggregate Amount of
Be Registered Registered (1) Per Share (2) Offering Price (2) Registration Fee
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Common Stock, no par value 400,000 shares $25.56 $10,224,000 $1,094
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(1) This Registration Statement also covers an indeterminate number of shares of
Common Stock that may be issued pursuant to anti-dilution provisions contained
in the 2006 Long-Term Stock Incentive Plan.
(2) Estimated solely for purpose of calculating the registration fee. Such
estimate has been computed in accordance with Rule 4557(c) and Rule 457(h)(1)
based upon the last sale price of the Common Stock on the American Stock
Exchange on April 24, 2006, as reported in The Wall Street Journal.
PART I
INFORMATION REQUIREMENT IN THE SECTION 10(a) PROSPECTUS
ITEM 1. Plan Information
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Not filed with this Registration Statement.
ITEM 2. Registrant Information and Employee Plan Annual Information
Not filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference
The following documents filed by Peapack-Gladstone Financial
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") are incorporated by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 2005.
2. All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
December 31, 2005.
3. The description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed by the Company
pursuant to Section 12(b) or 12(g) of the Securities Exchange
Act of 1934, and all subsequent amendments and reports that
are filed updating that description.
In addition, all documents filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and shall be deemed a part
hereof from the date of filing of such documents.
Any statement contained in a document to be incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not
be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. Description of Securities
-------------------------
Not applicable.
ITEM 5. Interests of Named Experts and Counsel
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Certain legal matters relating to the issuance of the shares of the
Company's Common Stock offered hereby have been passed upon by Pitney Hardin
LLP, counsel to the Company. Partners and other attorneys involved in the
preparation of this Registration Statement in the law firm of Pitney Hardin LLP
beneficially own 400 shares of the Company's Common Stock as of April 27, 2006.
ITEM 6. Indemnification of Directors and Officers
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(a) Limitation of Liability of Directors and Officers. Article VI of
the Company's Certificate of Incorporation includes limitations on the liability
of officers and directors to the corporation and its shareholders to the fullest
extent permitted by New Jersey law. Section 14A:2-7(3) of the New Jersey
Business Corporation Act permits a corporation to provide in its certificate of
incorporation that a director or officer shall not be personally liable to the
corporation or its shareholders for breach of any duty owed to the corporation
or its shareholders, except that such provisions shall not relieve a director or
officer from liability for any breach of duty based upon an action or omission
(a) in breach of such person's duty of loyalty to the corporation or its
shareholders, (b) not in good faith or involving a knowing violation of law or
(c) resulting in receipt by such person of any improper personal benefit.
(b) Indemnification of Directors, Officers, Employees and Agents.
Under Article VI of its Certificate of Incorporation, the Company must, to the
fullest extent permitted by law, indemnify its directors, officers, employees
and agents. Section 14A:3-5 of the New Jersey Business Corporation Act provides
that a corporation may indemnify its directors, officers, employees and agents
against judgments, fines, penalties, amounts paid in settlement and expenses,
including attorneys' fees, resulting from various types of legal actions or
proceedings if the actions of the party being indemnified meet the standards of
conduct specified therein. Determinations concerning whether or not the
applicable standard of conduct has been met can be made by (a) a disinterested
majority of the Board of Directors, (b) independent legal counsel, or (c) an
affirmative vote of a majority of shares held by the shareholders. No
indemnification is permitted to be made to or on behalf of a corporate director,
officer, employee or agent if a judgment or other final adjudication adverse to
such person establishes that his acts or omissions (a) were in breach of his
duty of loyalty to the corporation or its shareholders, (b) were not in good
faith or involved a knowing violation of law or (c) resulted in receipt by such
person of an improper personal benefit.
(c) Insurance. The Company maintains insurance policies insuring the
Company's directors and officers against liability for wrongful acts or
omissions arising out of their positions as directors and officers, subject to
certain limitations.
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ITEM 7. Exemption from Registration Claimed
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Not applicable.
ITEM 8. Exhibits
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5 Opinion Letter of Pitney Hardin LLP regarding legality of
securities
23.1 Consent of KPMG LLP
23.2 Consent of Pitney Hardin LLP (contained in the opinion letter
included as Exhibit 5)
24 Power of Attorney for Directors and Executive Officers
(included on the signature page of this Registration
Statement)
ITEM 9. Undertakings
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1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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.
(b) 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.
(c) 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.
2. 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 this
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.
3. 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 Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against
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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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURE
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the Borough of Gladstone, State of New Jersey, on April 27, 2006.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
By: /s/ Frank A. Kissel
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Frank A. Kissel
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Frank A. Kissel and Arthur F. Birmingham, and
each of them, his or her true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto each said
attorney-in-fact and agents full power and authority to do and perform each and
every act in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or either of them or their or his or her substitute
or substitutes lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Frank A. Kissel Chairman, Chief Executive Officer
------------------------- and Director April 27, 2006
Frank A. Kissel (Principal Executive Officer)
Executive Vice President and Chief
/s/ Arthur F. Birmingham Financial Officer April 27, 2006
------------------------- (Principal Financial Officer and
Arthur F. Birmingham Principal Accounting Officer)
/s/ Anthony J. Consi, II Director April 27, 2006
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Anthony J. Consi, II
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Signature Title Date
--------- ----- ----
/s/ Pamela Hill Director April 27, 2006
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Pamela Hill
/s/ John D. Kissel Director April 27, 2006
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John D. Kissel
/s/ James R. Lamb Director April 27, 2006
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James R. Lamb
/s/ Edward A. Merton Director April 27, 2006
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Edward A. Merton
/s/ F. Duffield Meyercord Director April 27, 2006
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F. Duffield Meyercord
/s/ John R. Mulcahy Director April 27, 2006
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John R. Mulcahy
President, Chief Operating Officer
/s/ Robert M. Rogers and Director April 27, 2006
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Robert M. Rogers
/s/ Philip W. Smith, III Director April 27, 2006
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Philip W. Smith, III
/s/ Craig C. Spengeman Director April 27, 2006
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Craig C. Spengeman
/s/ Jack D. Stine Director April 27, 2006
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Jack D. Stine
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INDEX TO EXHIBITS
5 Opinion Letter of Pitney Hardin LLP regarding legality of securities
23.1 Consent of KPMG LLP
23.2 Consent of Pitney Hardin LLP
(contained in the opinion letter included as Exhibit 5)
24 Power of Attorney for Directors and Executive Officers
(included on the signature page of this Registration Statement)
8