UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): December 30, 2009
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CORNERSTONE FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)
New Jersey 000-53576 80-0282551
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6000 Midlantic Drive
Mt. Laurel, New Jersey 08054 08054 (Address of principal executive
offices) (Zip Code)
Registrant's telephone number, including area
code (856) 439-0300
|_| 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 3.02. Unregistered Sales of Equity Securities
On December 30, 2009, the Registrant sold 1,900 shares of the
Registrant's Series A Preferred Stock (the "Shares") for aggregate consideration
of $1.9 million in transactions that were not registered under the Securities
Act of 1933, as amended (the "Securities Act"). There were no underwriting
discounts or commissions on the sale. The Shares were issued by the Registrant
in reliance upon an exemption from registration under the Securities Act set
forth in Section 4(2) of the Securities Act, as transactions not constituting a
public offering of securities because the Shares were issued privately without
general solicitation, and pursuant to SEC Regulation D. The Shares are not
convertible into any other security, including, but not limited to, the
Registrant's common stock. The Shares bear a non-cumulative dividend at a rate
of 7% payable quarterly. The terms of the Shares are set forth in Exhibit 3(i)
hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following is filed as an Exhibit to this Current Report on
Form 8-K:
3(i) Certificate of Amendment to the Registrant's Certificate of
Incorporation designating the Series A Preferred Stock.
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.
CORNERSTONE FINANCIAL CORPORATION
(Registrant)
Dated: January 6, 2010 By: /s/ Keith Winchester
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Keith Winchester
Executive Vice President and
Chief Financial Officer