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CONNECTONE BANCORP, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Financial Statements and Exhibits

July 8, 2014



Item 1.01 Entry into a Material Definitive Agreement.

On July 2, 2014, ConnectOne Bancorp, Inc. (formerly, Center Bancorp, Inc.) (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with the selling stockholders named therein (collectively, the "Selling Shareholders") and Keefe, Bruyette & Woods, Inc., as underwriter (the "Underwriter") relating to the underwritten public offering and sale of 2,365,000 shares of the Company's common stock, no par value per share (the "Shares") referenced in the Company's Form 8-K filed with the SEC on July 2, 2014.

From time to time, the Underwriter and/or its respective affiliates have directly and indirectly engaged, or may engage, in various financial advisory, investment banking and commercial banking services for the Company and its affiliates, for which they received, or may receive, customary compensation, fees and expense reimbursement.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company and the Selling Shareholders, customary conditions to closing, indemnification obligations of the Company, the Selling Shareholders and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. Subject to certain exceptions, the Selling Shareholders have also agreed not to sell or transfer any shares of common stock of the Company for a period of 90 days after July 2, 2014 without first obtaining the consent of the Underwriter.

The above description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



Exhibit 1.1 Underwriting Agreement, dated July 2, 2014, among ConnectOne Bancorp,

Inc., the selling shareholders named in Schedule I thereto and Keefe, Bruyette & Woods, Inc., as underwriter


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Source: Edgar Glimpses


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