Notification of Late Filing

(Check One):

    þ  Form 10-K

    ¨  Form 20-F

    ¨  Form 11-K

    ¨  Form 10-Q

    ¨  Form 10-D

    ¨  Form N- SAR

    ¨  Form N- CSR

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 
   
   
   
   

Commission File # 0-27428

CUSIP # 675 234 108

   

 

  For Period Ended: December 31, 2006
  ¨  Transition Report on Form 10-K
  ¨  Transition Report on Form 20-F
  ¨  Transition Report on Form 11-K
  ¨  Transition Report on form 10-Q
  ¨  Transition Report on Form N-SAR
  For the Transition Period Ended:                                                              

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the commission has verified any information contained herein.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

  

PART 1 — REGISTRANT INFORMATION

 

OceanFirst Financial Corp.
Full Name of Registrant
 
Former Name if Applicable
975 Hooper Avenue
Address of Principal Executive Office (Street and Number)
Toms River, New Jersey 08753
City, State and Zip Code

 


PART II — RULES 12b-25(b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

þ   

  (a)   The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.

þ   

  (b)   The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
  (c)   The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.



PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

OceanFirst Financial Corp. (the “Company”) is unable, without unreasonable effort or expense, to file its Annual Report on Form 10-K for the year ended December 31, 2006, and, therefore, files this Form 12b-25 for a 15 day extension from March 16, 2007 to March 31, 2007. The Company will be unable to complete the preparation of its consolidated financial statements by the initial filing date as a result of the Company’s determination to establish a reserve for repurchased loans for loans initially originated by the Company’s subsidiary, Columbia Home Loans, LLC. The Company previously announced in a press release filed on March 12, 2007 that the Company is in the process of determining the amount of the reserve and that the Company will be revising its earnings previously reported in a press release on January 18, 2007.

In light of the above, the Company is unable to file its Annual Report on Form 10-K without unreasonable effort or expense.

 

 


PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification

 

Michael J. Fitzpatrick      732    240-4500
(Name)      (Area Code)    (Telephone Number)

 

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).     ¨  No    þ  Yes

 

  

 

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     þ  No    ¨  Yes

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 


 

 

OceanFirst Financial Corp.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date 

   March 16, 2007    By     /s/Michael J. Fitzpatrick
      Name:    Michael J. Fitzpatrick
      Title:    Executive Vice President and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

 

     ATTENTION      
         

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 


GENERAL INSTRUCTIONS

 

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

 

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

 

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

 

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

 

5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulations S-T (§232.201 or § 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§ 232.13(b) of this chapter.