UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~April~~May 252, 2016

CAPE BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

Maryland	001-33934	26-1294270
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)
225 North Main Street, Cape May Court House, New Jersey		08210
(Address of Principal Executive Offices)		(Zip Code)


225 North Main Street, Cape May Court House, New Jersey		08210
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (609) 465-5600

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 (see General Instruction A.2. below):

x¨ 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~~Introductory ~~5.07~~Note ~~Submission of Matters to a Vote of Security Holders~~

AThis ~~Special~~Current ~~Meeting~~Report on Form 8-K is being filed in connection with the closing on May 2, 2016 of ~~Stockholders~~the transactions contemplated by the Agreement and Plan of Merger by and among OceanFirst Financial Corp. (“OceanFirst”), Justice Merger Sub Corp. (“Merger Sub”) and Cape Bancorp, Inc. (~~the~~ “~~Company~~Cape”), ~~was~~dated ~~held~~as onof ~~April~~January 255, 2016 (the “~~Special Meeting~~Merger Agreement”)., ~~The~~pursuant ~~matters~~to ~~listed~~which ~~below~~(i) Merger ~~were~~Sub ~~submitted~~merged to(the a“First-Step ~~vote~~Merger”) ofwith ~~the~~and ~~stockholders~~into ~~through~~Cape, ~~the~~with ~~solicitation~~Cape ofas ~~proxies~~the surviving entity, and ~~the~~(ii) immediately ~~proposals~~thereafter ~~are~~Cape ~~described~~merged ~~in detail~~with inand ~~the~~into ~~Company’s~~OceanFirst, ~~final~~with ~~Definitive~~OceanFirst ~~Proxy~~as the ~~Statement~~surviving ~~filed~~entity ~~with~~ (the ~~Securities~~“Second-Step Merger” and, ~~Exchange~~together ~~Commission~~with onthe ~~March 17~~First-Step Merger, ~~2016~~the “Integrated Mergers”). ~~The~~Upon ~~final~~the ~~results~~completion of the ~~stockholder~~Integrated ~~votes~~Mergers, ~~are~~Cape Bank, a New Jersey chartered savings bank, merged with and into OceanFirst Bank, a federally-chartered capital stock savings bank, with OceanFirst Bank as ~~follows:~~the surviving entity (together with the Integrated Mergers, the “Transactions”).

~~Proposal~~Item 12.01 –Completion ~~A proposal to approve the Agreement and Plan~~ of ~~Merger~~Acquisition byor ~~and~~Disposition ~~among OceanFirst Financial Corp., Justice Merger Sub Corp. (“Merger Sub”), and Cape Bancorp, Inc. (“Cape”), dated as~~ of January 5, 2016 (the “Merger Agreement”), pursuant to which Merger Sub will merge with and into Cape (the “First-Step Merger”), and to further approve the First-Step Merger and the transactions contemplated by the Merger Agreement. Assets

~~The~~Under ~~shareholders~~the ~~approved~~terms ~~Proposal~~of 1the Merger Agreement, at the effective time of the First-Step Merger (the “Effective Time”), each share of Cape common stock issued and outstanding immediately prior to the Effective Time (other than certain shares of Cape common stock that were cancelled for no consideration pursuant to the terms of the Merger Agreement) was converted into the right to receive 0.6375 shares of OceanFirst common stock and $2.25 in cash without interest, together with cash in lieu of fractional shares of the OceanFirst common stock (the “Merger Consideration”). Also at the Effective Time, each option to purchase Cape common stock was converted into an option to purchase OceanFirst common stock on the same terms and conditions as ~~follows:~~were applicable prior to the First-Step Merger, except that the number of shares of OceanFirst common stock issuable upon exercise of a converted option will be adjusted by multiplying the number of shares of Cape common stock subject to the Cape stock option by 0.75 (and rounding down to the nearest whole share), and the exercise price per share of a converted option will be adjusted by dividing the exercise price per share of the Cape stock option by 0.75 (and rounding up to the nearest whole cent). At the Effective Time, each Cape restricted stock award became fully vested and was converted into the right to receive the Merger Consideration.

For		Against		Abstain		Broker-Non Votes
9,465,317		37,929		19,149		0

The information set forth in the Introductory Note above is incorporated into this Item 2.01 by reference. The foregoing description of the Transactions and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was filed with the Securities and Exchange Commission (“SEC”) as Exhibit 2.1 to Cape’s Current Report on Form 8-K dated January 7, 2016 and is incorporated by reference into this Item 2.01.

~~Proposal~~Item 23.01 –Notice ~~A proposal to approve, on an advisory (non-binding) basis, the compensation that certain executive officers~~ of ~~Cape~~Delisting ~~may~~or ~~receive~~Failure ~~in connection with the First-Step Merger pursuant~~ to ~~existing~~Satisfy ~~agreements~~a ~~with~~Continued ~~Cape~~Listing ~~(the~~Rule ~~“Cape~~or ~~Merger-Related~~Standard; ~~Compensation~~Transfer ~~Proposal”).~~of Listing

~~The~~On ~~shareholders~~May 2, ~~approved~~2016, ~~Proposal~~Cape notified the NASDAQ Stock Market (“NASDAQ”) that the First-Step Merger had been completed, and requested that NASDAQ suspend trading of Cape’s common stock on NASDAQ and remove Cape’s common stock from listing on NASDAQ, in each case, prior to market open on May 2, as2016. ~~follows:~~Cape has also requested that NASDAQ file a notification of removal from listing of Cape’s common stock on Form 25 with the SEC.

For		Against		Abstain		Broker-Non Votes
8,982,395		287,647		252,353		0

OceanFirst, as the successor-in-interest to Cape, intends to file with the SEC certifications on Form 15 under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), to request the termination of the registration of Cape’s common stock under Section 12(g) of the Exchange Act and the suspension of Cape’s reporting obligations under Sections 13 and 15(d) of the Exchange Act as promptly as possible.

~~Proposal~~The 3information –set Aforth ~~proposal~~in the toIntroductory ~~adjourn~~Note ~~the~~above ~~Cape~~and ~~special~~in ~~meeting,~~Item 2.01 ifof ~~necessary~~this orCurrent ~~appropriate,~~Report toon ~~solicit~~Form ~~additional proxies~~8-K inis ~~favor~~incorporated ofby ~~Proposal~~reference 1into this Item 3.01.

~~The~~Item ~~shareholders~~3.03 ~~approved~~Material ~~Proposal~~Modification 3to asthe ~~follows:~~Rights of Security Holders

For		Against		Abstain		Broker-Non Votes
9,310,413		169,649		42,333		0

The information set forth in the Introductory Note above and in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Item 85.01 ~~Other~~Changes ~~Events~~in Control of Registrant

OnThe ~~April 25,~~information ~~2016,~~set ~~the~~forth ~~Company~~in ~~and~~the ~~OceanFirst Financial Corp.~~Introductory ~~(“OceanFirst”)~~Note ~~issued~~above aand ~~joint~~in ~~press~~Items ~~release~~2.01 ~~announcing the receipt of Company shareholder approval~~ and ~~OceanFirst shareholder approval, respectively~~5.02 ~~The press release~~ is ~~attached~~incorporated asby ~~Exhibit~~reference ~~99.1~~into to this ~~Current Report on Form 8-K and incorporated herein by reference~~Item 5.01.

~~Forward~~Item ~~–Looking~~5.02 ~~Statement~~Departure ~~Disclaimer~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~This~~At ~~communication contains estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in~~ the ~~Private~~ ~~Securities~~Effective ~~Litigation Reform Act of 1995. Such statements include~~Time, ~~without limitation, references to OceanFirst’s and~~ Cape’s ~~predictions~~directors ~~or expectations of future business or financial performance as well as their respective goals~~ and ~~objectives~~executive ~~for~~officers ~~future~~ceased ~~operations,~~serving ~~financial~~in and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressionscapacities. Such forward-looking statements are based on various assumptions (some of which may be beyond OceanFirst’s and Cape’s control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated.

InItem ~~addition~~5.03 toAmendments factors previously disclosed in the Proxy Statement/Prospectus, as well as in OceanFirst’s and Cape’s reports filed with the SEC, and those identified elsewhere in this document, the following factors among others, could cause actual results to ~~differ~~Articles ~~materially~~of ~~from forward-looking~~Incorporation ~~statements~~ or historical performance: ability to fulfill customary closing conditions to the Merger on the expected terms and schedule, including the requisite approval by Cape’s shareholders and the requisite approval by OceanFirst’s shareholdersBylaws; ~~delay~~Change in ~~closing~~Fiscal the Merger; difficulties and delays in integrating the Cape business or fully realizing cost savings and other benefits; business disruption following the Merger; changes in asset quality and credit risk; the inability to sustain revenue, and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of OceanFirst products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Year

~~Additional~~As ~~Information~~of the ~~about~~effective time of the Second-Step Merger, the Articles of Incorporation and the Bylaws of Cape ceased to be in effect by operation of law and the organizational documents of OceanFirst (as successor-in-interest to Cape) remained the Certificate of Incorporation and Bylaws of surviving corporation, consistent with the terms of the Merger Agreement.

~~This~~The ~~Current~~information ~~Report~~set onforth ~~Form~~in ~~8-K~~the Introductory isNote ~~being~~above ~~filed~~and in ~~respect~~Item 2.01 ofis ~~the~~incorporated ~~proposed~~by ~~Merger~~reference ~~involving~~into ~~OceanFirst~~this ~~and Cape~~Item 5.03. ~~This~~The ~~material~~Certificate ~~is not a solicitation~~ of ~~any~~ ~~vote~~Incorporation orand ~~approval~~Bylaws of OceanFirst’s, oras ~~Cape’s stockholders and is not a substitute for~~ the ~~Proxy Statement/Prospectus or any other documents which OceanFirst and Cape may send to their respective stockholders~~ successor-in-interest ~~connection with the proposed Merger. This communication shall not constitute an offer~~ to ~~sell~~Cape, orare ~~the~~attached ~~solicitation~~hereto ofas anExhibits ~~offer to buy any securities~~3.1 ~~Before~~and ~~making any voting or investment decision~~3.2, respectively, ~~the respective investors~~ and ~~stockholders~~are ofincorporated ~~OceanFirst~~by ~~and~~reference ~~Cape~~into ~~are urged~~this toItem 5.03.

carefully read this document in conjunction with the entire Proxy Statement/Prospectus that OceanFirst and Cape have mailed to their respective stockholders. Copies of the Proxy Statement/Prospectus may be obtained free of charge at the SEC’s web site at http://www.sec.gov, or by directing a request to OceanFirst Financial Corp., 975 Hooper Avenue, Toms River, New Jersey 08753, Attn: Jill Apito Hewitt, Senior Vice President and Investor Relations Officer or Cape Bancorp, Inc., 225 North Main Street, Cape May Court House, New Jersey 08210, Attn: Michael D. Devlin, President and Chief Executive Officer.

Item 9.01.

Financial Statements and Exhibits

(a) Financial statements of businesses acquired. Not Applicable. ~~(b) Pro forma financial information. Not Applicable. (c) Shell company transactions: Not Applicable. (d) Exhibits.~~

Exhibit No.		Description
99.1		Joint Press Release dated April 26, 2016

(b)

Pro forma financial information. Not Applicable.

(c)

Shell company transactions: Not Applicable.

(d)

Exhibits.


Exhibit No.		Description

2.1		Agreement and Plan of Merger, dated as of January 5, 2016, by and among OceanFirst Financial Corp., Justice Merger Sub Corp. and Cape Bancorp, Inc. (attached as Exhibit 2.1 to Cape’s Current Report on Form 8-K filed on January 7, 2016 and incorporated herein by reference).

3.1		Certificate of Incorporation of OceanFirst Financial Corp. (incorporated herein by reference from the Exhibits to Form S-1, Registration Statement, effective May 13, 1996, as amended, Registration No. 33-80123)

3.2		Bylaws of OceanFirst Financial Corp. (incorporated herein by reference from OceanFirst’s Current Report on Form 8-K filed on January 23, 2015)

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.

		CAPE BANCORP, INC.
	OCEANFIRST FINANCIAL CORP., as successor to Cape Bancorp, Inc.
Date: April 26, 2016	By:	/s/ Guy Hackney
DATE: May 2, 2016	By:	/s/ Michael J. Fitzpatrick
		Guy Hackney
		Name: Michael J. Fitzpatrick
		Executive Vice President and Chief Financial Officer
		Title: Executive Vice President & CFO

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