<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                            ------------------------

                              CENTER BANCORP, INC.
             (Exact name of registrant as specified in its charter)

            New Jersey                                          52-1273725

   (State or other jurisdiction                              (I.R.S. employer
of incorporation or organization)                         identification number)

                    2455 Morris Avenue, Union, NJ 07083-0007
               (Address of principal executive offices; zip code)

                            ------------------------

                       1999 Employee Stock Incentive Plan
                            (Full title of the plan)

                               Anthony C. Weagley
                           Vice President & Treasurer
                              Center Bancorp, Inc.
                    2455 Morris Avenue, Union, NJ 07083-0007
                                 (609) 419-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                            Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                            ------------------------
<TABLE>
<CAPTION>
                                                    Calculation of Registration Fee
=======================================================================================================================
                                                         Proposed               Proposed
Title of Securities             Amount to be          Maximum Offering      Maximum Aggregate            Amount of
to be Registered                 Registered          Price per Share (2)    Offering Price (2)        Registration Fee
-----------------------------------------------------------------------------------------------------------------------
<S>                         <C>                           <C>                  <C>                       <C>
Common Stock, no par
value (1)                   187,950 shares (1)             $15.3125            $2,877,985                   $760
=======================================================================================================================
</TABLE>
(1) Plus such additional shares of Common Stock as may be issuable from time to
time pursuant to the anti-dilution provisions of the 1999 Employee Stock
Incentive Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis of
the average of the high and low sale prices for a share of Common Stock on the
National Market System of NASDAQ on May 16, 2000.

================================================================================

<PAGE>


           PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The SEC allows us to "incorporate" into this Registration Statement
information we file with it in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this Registration Statement, and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below, except to the extent information in those documents
is different from the information contained in this Registration Statement, and
all future documents filed with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we terminate the offering of these
shares:

                  (a) Our Annual Report on Form 10-K for the year ended December
31, 1999;

                  (b) Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and

                  (c) The description of our Common Stock set forth in the
Registration Statement on Form 8-A filed by the Company with the SEC pursuant to
Section 12 of the Exchange Act and filed by the Company with the SEC on June 5,
1996 .

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director, officer, employee or agent of the corporation or a person serving at
the request of the corporation as a director, officer, trustee, employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate agent if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.

                                      -2-
<PAGE>


         Subsection (4) of Section 3-5 provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (2) and (3) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) incurred by him in connection therewith.

         Subsection (8) of Section 3-5 provides that the indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation, a by-law, an agreement, a vote of shareholders, or otherwise.
That subsection explicitly permits indemnification for liabilities and expenses
incurred in proceedings brought by or in the right of the corporation
(derivative proceedings). The only limit on indemnification of directors and
officers imposed by that subsection is that a corporation may not indemnify a
director or officer if a judgment has established that the director's or
officer's acts or omissions were a breach of his or her duty of loyalty, not in
good faith, involved a knowing violation of the law, or resulted in receipt of
an improper personal benefit.

         Subsection (9) of Section 3-5 provides that a corporation is empowered
to purchase and maintain insurance on behalf of a director or officer against
any expenses or liabilities incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against expenses and liabilities under
other provisions of the law.

         The Registrant's Restated Certificate of Incorporation contains the
following provision regarding indemnification:

         "Every person who is or was a director, officer, employee or agent of
the corporation, or of any corporation which he served as such at the request of
the corporation, shall be indemnified by the corporation to the fullest extent
permitted by law against all expenses and liabilities reasonably incurred by or
imposed upon him, in connection with any proceeding to which he may be made, or
threatened to be made, a party, or in which he may become involved by reason of
his being or having been a director, officer, employee or agent of the
corporation, or of such other corporation, whether or not he is a director,
officer, employee or agent of the corporation or such other corporation at the
time that the expenses or liabilities are incurred."

Item 7.  Exemption From Registration Claimed

         Not applicable.

                                      -3-
<PAGE>

Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any acts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      -4-
<PAGE>

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.




                                      -5-
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Union, State of New Jersey, on the 17th day of May,
2000.

                                       CENTER BANCORP, INC..



                                       By: /s/ John J. Davis
                                           -------------------------------------
                                           John J. Davis
                                           President and Chief Executive Officer



         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 17th day of May, 2000.

Signature                                               Title
---------                                               -----

/s/ Charles P. Woodward*                                Chairman of the Board
---------------------------
Charles P. Woodward

/s/ John J. Davis*                                      Director; President and
---------------------------                              Chief Executive Officer
John J. Davis

/s/ Hugo Barth, III*                                    Director
---------------------------
Hugo Barth, III

/s/ Robert L. Bischoff*                                 Director
---------------------------
Robert L. Bischoff

/s/ Alexander A. Bol*                                   Director
---------------------------
Alexander A. Bol

/s/ Brenda Curtis*                                      Director
---------------------------
Brenda Curtis

/s/ Donald G. Kein*                                     Director
---------------------------
Donald G. Kein

/s/ Paul Lomakin, Jr.*                                  Director
---------------------------
Paul Lomakin, Jr.


                                      -6-
<PAGE>




/s/ Herbert Schiller*                                   Director
---------------------------
Herbert Schiller

/s/ William A. Thompson*                                Director
---------------------------
William A. Thompson

/s/ Anthony C. Weagley                                  Chief Financial and
---------------------------                              Accounting Officer
Anthony C Weagley

*By: /s/ Anthony C. Weagley
     ------------------------------------
     Anthony C. Weagley, Attorney-in-Fact











                                      -7-
<PAGE>



                                  EXHIBIT INDEX

         4.1      The Registrant's Certificate of Incorporation is incorporated
                  by reference to Exhibit 3.1 to the Registrant's Annual Report
                  on Form 10-K for the year ended December 31, 1998.

         4.2      The Registrant's By-Laws are incorporated by reference to
                  Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
                  the year ended December 31, 1998.

         5.1      Opinion of Lowenstein Sandler PC.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

         24.1     Power of Attorney.








                                      -8-
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 17694}]
{"company-data": {"conformed-name": "CENTER BANCORP INC", "cik": "0000712771", "assigned-sic": "6022", "irs-number": "521273725", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-37436", "film-number": "640258"}, "business-address": {"street1": "2455 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083", "phone": "9086889500"}, "mail-address": {"street1": "2455 MORRIS AVE", "city": "UNION", "state": "NJ", "zip": "07083"}}
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                            ------------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      Under
                           THE SECURITIES ACT OF 1933

                            ------------------------

                              CENTER BANCORP, INC.
             (Exact name of registrant as specified in its charter)

            New Jersey                                          52-1273725

   (State or other jurisdiction                              (I.R.S. employer
of incorporation or organization)                         identification number)

                    2455 Morris Avenue, Union, NJ 07083-0007
               (Address of principal executive offices; zip code)

                            ------------------------

                       1999 Employee Stock Incentive Plan
                            (Full title of the plan)

                               Anthony C. Weagley
                           Vice President & Treasurer
                              Center Bancorp, Inc.
                    2455 Morris Avenue, Union, NJ 07083-0007
                                 (609) 419-1500
                      (Name, address and telephone number,
                   including area code, of agent for service)

                                    Copy to:
                            Peter H. Ehrenberg, Esq.
                              Lowenstein Sandler PC
                              65 Livingston Avenue
                           Roseland, New Jersey 07068
                                 (973) 597-2500

                            ------------------------
Calculation of Registration Fee
=======================================================================================================================
                                                         Proposed               Proposed
Title of Securities             Amount to be          Maximum Offering      Maximum Aggregate            Amount of
to be Registered                 Registered          Price per Share (2)    Offering Price (2)        Registration Fee
-----------------------------------------------------------------------------------------------------------------------
Common Stock, no par
value (1)                   187,950 shares (1)             $15.3125            $2,877,985                   $760
=======================================================================================================================
(1) Plus such additional shares of Common Stock as may be issuable from time to
time pursuant to the anti-dilution provisions of the 1999 Employee Stock
Incentive Plan.

(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of the Securities Act of 1933 on the basis of
the average of the high and low sale prices for a share of Common Stock on the
National Market System of NASDAQ on May 16, 2000.

================================================================================
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

         The SEC allows us to "incorporate" into this Registration Statement
information we file with it in other documents. This means that we can disclose
important information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be part
of this Registration Statement, and information we file later with the SEC will
automatically update and supersede this information. We incorporate by reference
the documents listed below, except to the extent information in those documents
is different from the information contained in this Registration Statement, and
all future documents filed with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934 until we terminate the offering of these
shares:

                  (a) Our Annual Report on Form 10-K for the year ended December
31, 1999;

                  (b) Our Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000; and

                  (c) The description of our Common Stock set forth in the
Registration Statement on Form 8-A filed by the Company with the SEC pursuant to
Section 12 of the Exchange Act and filed by the Company with the SEC on June 5,
1996 .

Item 4.  Description of Securities

         Not applicable.

Item 5.  Interests of Named Experts and Counsel

         Not Applicable.

Item 6.  Indemnification of Directors and Officers

         Subsection (2) of Section 3-5, Title 14A of the New Jersey Business
Corporation Act empowers a corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative,
arbitrative or investigative (other than an action by or in the right of the
corporation), by reason of the fact that he is or was a corporate agent (i.e., a
director, officer, employee or agent of the corporation or a person serving at
the request of the corporation as a director, officer, trustee, employee or
agent of another corporation or enterprise), against reasonable costs (including
attorneys' fees), judgments, fines, penalties and amounts paid in settlement
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Subsection (3) of Section 3-5 empowers a corporation to indemnify a
corporate agent against reasonable costs (including attorneys' fees) incurred by
him in connection with any proceeding by or in the right of the corporation to
procure a judgment in its favor which involves such corporate agent by reason of
the fact that he is or was a corporate agent if he acted in good faith and in a
manner reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable
for negligence or misconduct unless and only to the extent that the Superior
Court of New Jersey or the court in which such action or suit was brought shall
determine that despite the adjudication of liability, such person is fairly and
reasonably entitled to indemnity for such expenses which the court shall deem
proper.

                                      -2-
Subsection (4) of Section 3-5 provides that to the extent that a
corporate agent has been successful in the defense of any action, suit or
proceeding referred to in subsections (2) and (3) or in the defense of any
claim, issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) incurred by him in connection therewith.

         Subsection (8) of Section 3-5 provides that the indemnification
provisions in the law shall not exclude any other rights to indemnification that
a director or officer may be entitled to under a provision of the certificate of
incorporation, a by-law, an agreement, a vote of shareholders, or otherwise.
That subsection explicitly permits indemnification for liabilities and expenses
incurred in proceedings brought by or in the right of the corporation
(derivative proceedings). The only limit on indemnification of directors and
officers imposed by that subsection is that a corporation may not indemnify a
director or officer if a judgment has established that the director's or
officer's acts or omissions were a breach of his or her duty of loyalty, not in
good faith, involved a knowing violation of the law, or resulted in receipt of
an improper personal benefit.

         Subsection (9) of Section 3-5 provides that a corporation is empowered
to purchase and maintain insurance on behalf of a director or officer against
any expenses or liabilities incurred in any proceeding by reason of that person
being or having been a director or officer, whether or not the corporation would
have the power to indemnify that person against expenses and liabilities under
other provisions of the law.

         The Registrant's Restated Certificate of Incorporation contains the
following provision regarding indemnification:

         "Every person who is or was a director, officer, employee or agent of
the corporation, or of any corporation which he served as such at the request of
the corporation, shall be indemnified by the corporation to the fullest extent
permitted by law against all expenses and liabilities reasonably incurred by or
imposed upon him, in connection with any proceeding to which he may be made, or
threatened to be made, a party, or in which he may become involved by reason of
his being or having been a director, officer, employee or agent of the
corporation, or of such other corporation, whether or not he is a director,
officer, employee or agent of the corporation or such other corporation at the
time that the expenses or liabilities are incurred."

Item 7.  Exemption From Registration Claimed

         Not applicable.

                                      -3-
Item 8.  Exhibits

         The Exhibits accompanying this Registration Statement are listed on the
accompanying Exhibit Index.

Item 9.  Undertakings

         (a) The undersigned registrant hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:

                  (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

                  (ii) To reflect in the prospectus any acts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective registration statement;

                  (iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                                      -4-
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      -5-
SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Union, State of New Jersey, on the 17th day of May,
2000.

                                       CENTER BANCORP, INC..

                                       By: /s/ John J. Davis
                                           -------------------------------------
                                           John J. Davis
                                           President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on this 17th day of May, 2000.

Signature                                               Title
---------                                               -----

/s/ Charles P. Woodward*                                Chairman of the Board
---------------------------
Charles P. Woodward

/s/ John J. Davis*                                      Director; President and
---------------------------                              Chief Executive Officer
John J. Davis

/s/ Hugo Barth, III*                                    Director
---------------------------
Hugo Barth, III

/s/ Robert L. Bischoff*                                 Director
---------------------------
Robert L. Bischoff

/s/ Alexander A. Bol*                                   Director
---------------------------
Alexander A. Bol

/s/ Brenda Curtis*                                      Director
---------------------------
Brenda Curtis

/s/ Donald G. Kein*                                     Director
---------------------------
Donald G. Kein

/s/ Paul Lomakin, Jr.*                                  Director
---------------------------
Paul Lomakin, Jr.

                                      -6-
/s/ Herbert Schiller*                                   Director
---------------------------
Herbert Schiller

/s/ William A. Thompson*                                Director
---------------------------
William A. Thompson

/s/ Anthony C. Weagley                                  Chief Financial and
---------------------------                              Accounting Officer
Anthony C Weagley

*By: /s/ Anthony C. Weagley
     ------------------------------------
     Anthony C. Weagley, Attorney-in-Fact

                                      -7-
EXHIBIT INDEX

         4.1      The Registrant's Certificate of Incorporation is incorporated
                  by reference to Exhibit 3.1 to the Registrant's Annual Report
                  on Form 10-K for the year ended December 31, 1998.

         4.2      The Registrant's By-Laws are incorporated by reference to
                  Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for
                  the year ended December 31, 1998.

         5.1      Opinion of Lowenstein Sandler PC.

         23.1     Consent of KPMG LLP.

         23.2     Consent of Lowenstein Sandler PC is included in Exhibit 5.1.

         24.1     Power of Attorney.

                                      -8-