OCEANFIRST FINANCIAL CORP false 0001004702 0001004702 2020-04-29 2020-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

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): April 29, 2020

OCEANFIRST FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

Delaware |  | 001-11713 |  | 22-3412577
(State or other jurisdiction of incorporation or organization) |  | (Commission File No.) |  | (IRS Employer Identification No.)

110 West Front Street, Red Bank, New Jersey 07701

(Address of principal executive offices, including zip code)

(732)240-4500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

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:

| ☐ | 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))

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

Title of each class |  | Trading symbol |  | Name of each exchange in which registered
Common stock, $0.01 par value per share |  | OCFC |  | NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01 | OTHER EVENTS

On April 29, 2020, OceanFirst Financial Corp. (the “Company”) filed a preliminary prospectus supplement for an underwritten public offering of the Company’s fixed-to-floating rate subordinated notes due 2030 (the “Notes”).

A copy of the investor presentation being used in connection with the offering of the Notes is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The offering of Notes is being made pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-237356) previously filed with the Securities and Exchange Commission. Any offer or sale of the Notes will be made only by means of a prospectus supplement relating to the offering and the accompanying prospectus.

ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS

| (d) |  |  | EXHIBITS
| 99.1 |  |  | Investor Presentation dated April 2020.
| 104 |  |  | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

EXHIBIT INDEX

Exhibit No. |  |  | Description of Exhibit
| 99.1 |  |  | Investor Presentation dated April 2020.
| 104 |  |  | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document).

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.

|  |  |  |  |  | OCEANFIRST FINANCIAL CORP.
Dated: April 29, 2020 |  |  |  |  |  | /s/ Michael J. Fitzpatrick
|  |  |  |  |  | Michael J. Fitzpatrick
|  |  |  |  |  | Executive Vice President and Chief Financial Officer