UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
FILE NUMBER
000-32891
(Check
one):
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o Form
N-CSR
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For
Period Ended: December 31, 2007
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Transition Report on Form 10-K
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Transition Report on Form 20-F
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Transition Report on Form 11-K
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Transition Report on Form 10-Q
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Transition Report on Form N-SAR
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For
the Transition Period Ended:
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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
I – REGISTRANT INFORMATION
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1st
Constitution Bancorp
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Full Name of
Registrant
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Former Name if
Applicable
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2650 Route 130, P.O. Box
634
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Address of Principal Executive
Office (Street and Number)
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Cranbury, New Jersey
08512
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City, State and Zip
Code
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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)
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(a)
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The
reasons described in reasonable detail in Part III of this form could not
be eliminated without unreasonable effort or expense;
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(b)
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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
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(c)
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The
accountant’s statement or other exhibit required by Rule 12b-25(c) has
been attached if applicable.
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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.
1st
Constitution Bancorp (the “Company”) could not file its Annual Report on Form
10-K for the period ended December 31, 2007 (“Form 10-K”) with the Securities
and Exchange Commission (the “SEC”) within the prescribed time period without
unreasonable effort or expense in light of the circumstances described
below.
On March
14, 2008, the Company filed a Current Report on Form 8-K with the SEC disclosing
that (i) the Company’s consolidated financial statements included in the
Company’s Annual Report on Form 10-K for the fiscal year ended December 31,
2006, and the interim financial statements included in the Company’s Quarterly
Reports on Form 10-Q for the three-month periods ended March 31, 2007 and March
31, 2006, the three- and six-month periods ended June 30, 2007 and June 30,
2006, and the three- and nine-month periods ended September 30, 2007 and
September 30, 2006 (collectively, the “Previously Issued Financial Statements”)
previously filed with the SEC should no longer be relied upon and (ii) the
Previously Issued Financial Statements should be restated because of errors in
such financial statements.
The Form
10-K will include the Company’s financial statements for the year ended December
31, 2007 and a restatement of the Previously Issued Financial
Statements. However, due to the extensive time and effort required by
management of the Company in its preparation of the financial statements to be
included in the Form 10-K and the fact that our independent registered public
accounting firm has yet to complete its audit procedures in view of
these circumstances, the Company is unable to timely file its Annual Report on
Form 10-K. The Company intends to file the Form 10-K with the SEC as
soon as practicable, and will make every effort to file the Form 10-K within the
fifteen-day extension period afforded by SEC Rule 12b-25 under the Securities
Exchange Act of 1934, as amended.
(Attach
extra Sheets if Needed)
PART
IV -- OTHER INFORMATION
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(1)
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Name
and telephone number of person to contact in regard to this
notification
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Joseph
M. Reardon
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609
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655-4500
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(Name)
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(Area
Code)
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(Telephone)
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(2)
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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).
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x Yes o No
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(3)
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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?
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o Yes x No
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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.
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1st Constitution
Bancorp
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(Name of
Registrant as Specified in Charter)
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has
caused this notification to be signed on its behalf by the undersigned hereunto
duly authorized.
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Date:
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April
1, 2008
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By:
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/s/
JOSEPH M. REARDON
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Joseph
M. Reardon
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Senior
Vice President and Treasurer
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April 1,
2008
1st
Constitution Bancorp
Cranbury,
New Jersey
Ladies
and Gentlemen:
Pursuant
to Rule 12b-25 of the General Rules and Regulations under the Securities
Exchange Act of 1934, as amended, we inform you that we have been furnished a
copy of Form 12b-25, to be filed by 1st Constitution Bancorp (the “Company”) on
or about April 1, 2008, which contains notification of the Company’s inability
to file its Form 10-K by March 31, 2008. We have read the Company’s
statements contained in Part III therein and we agree with the stated reason as
to why we have yet to complete our audit and report on the Company’s
consolidated financial statements for the year ended December 31, 2007, to be
included in its Form 10-K.
Very
truly yours,
/s/ Grant
Thornton LLP