INFORMATION TO BE
INCLUDED IN THE REPORT
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
(a)
Amendment to Articles of Incorporation.
On
January 20, 2005, the Board of Directors of 1st Constitution Bancorp (the
“Company”) approved a two-for-one stock split of the Company’s common
stock, to be effected in the form of a stock dividend, which is discussed in more detail
in Item 8.01 below and incorporated herein by reference. In connection with the stock
split, the Certificate of Incorporation of the Company will be amended to increase the
number of authorized shares of common stock from 15 million shares to 30 million shares.
The
amendment will become effective on 12:01:01 a.m. on February 28, 2005. The text of the
amendment is included as Exhibit 3(i)(A) to this Current Report and is incorporated herein
by reference.
Item 8.01. Other Events.
Attached
and being furnished as Exhibit 99 is a copy of a press release issued by the Company on
January 21, 2005 announcing a two-for-one stock split of its common stock, to be effected
in the form of a stock dividend. As of result of the stock split, which will be effective
on February 28, 2005, each shareholder of record of the Company’s common stock as of
the close of business on February 10, 2005 will receive one additional share of Company
common stock for each share held as of that date. Additionally, shareholders previously
entitled to one right per share under the Company’s shareholder rights plan will be
entitled to one-half of a right per share under the plan. The stock split will have the
effect of doubling the total number of shares of Company common stock issued and
outstanding on the effective date of the split. As of December 31, 2004, there were
1,653,211 shares of common stock outstanding.
Item 9.01. Financial
Statements and Exhibits.
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