UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) December 8, 2005
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PEAPACK-GLADSTONE FINANCIAL CORPORATION
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(Exact Name of Registrant as Specified in Charter)
New Jersey 001-16197 22-3537895
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
158 Route 206, Peapack-Gladstone, New Jersey 07934
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 234-0700
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Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry Into a Material Definitive Agreement
Amendments to Outside Director Stock Plans
On December 8, 2005, the Board of Directors of Peapack-Gladstone Financial
Corporation (the "Corporation") approved the adoption of amendments to the 1998
Stock Option Plan for Outside Directors and the 2002 Stock Option Plan for
Outside Directors.
The amendments provide the Compensation Committee of the Board, which
administers each of the plans, with the discretion to accelerate the vesting and
exercisability of options granted under the plans.
Acceleration of Vesting
In light of upcoming changes in the accounting for stock options, on
December 8, 2005, the Compensation Committee the Board of Directors of the
Corporation authorized the accelerated vesting of 79,200 stock options held by
outside directors under the Corporation's 1998 Stock Option Plan for Outside
Directors and 2002 Stock Option Plan for Outside Directors. Based on the
Corporation's closing stock price of $28.25 per share on December 8, 2005, all
of the total accelerated options have exercise prices above the closing market
price at the time of acceleration. The total weighted average price per share of
all accelerated options is $28.89.
Item 9.01 Financial Statements and Exhibits
10.1 1998 Stock Option Plan for Outside Directors, as amended and restated
through December 8, 2005
10.2 2002 Stock Option Plan for Outside Directors, as amended and restated
through December 8, 2005
SIGNATURE
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.
PEAPACK-GLADSTONE FINANCIAL CORPORATION
Dated: December 14, 2005 By: /s/ Arthur F. Birmingham
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Name: Arthur F. Birmingham
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Title
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10.1 1998 Stock Option Plan for Outside Directors, as amended and
restated through December 8, 2005
10.2 2002 Stock Option Plan for Outside Directors, as amended and
restated through December 8, 2005