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): February 25, 2010
New Jersey 0-50275 26-0065262
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
104-110 Avenue C, Bayonne, New Jersey 07002
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(Address of Principal Executive Offices) (Zip Code)
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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):
[ ] 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))
On February 25, 2010, BCB Bancorp, Inc. amended it Certificate of Incorporation to increase its authorized capital stock to 20,000,000 shares of common stock, no par value. Such amendment to the Certificate of Incorporation was approved by the stockholders of BCB Bancorp, Inc. at its special meeting of stockholders held on December 17, 2009.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of businesses acquired. Not Applicable.
(b) Pro forma financial information. Not Applicable.
(c) Exhibits.
The following Exhibit is attached as part of this report:
3. Amended and Restated Certificate of Incorporation
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.
BCB BANCORP, INC.
DATE: February 26, 2010 By: /s/Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer
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RESTATED CERTIFICATE OF INCORPORATION
OF
BCB BANCORP, INC.
Pursuant to the provisions of Section 14A:9-5, Corporations, General, of the New Jersey Statutes, the undersigned corporation hereby executes the following Restated Certificate of Incorporation:
ARTICLE I
Corporate Name
The name of the Corporation shall be BCB Bancorp, Inc.
ARTICLE II
Registered Office and Registered Agent
The address of the Corporation's registered office is:
BCB Bancorp, Inc. 860 Broadway Bayonne, New Jersey 07002
The name of the registered agent at that address is:
Donald Mindiak President and Chief Executive Officer
ARTICLE III
Initial Board of Directors and Number of Directors
The number of directors shall be governed by the By-laws of the Corporation. The number of directors constituting the initial Board of Directors shall be eighteen (18). The names and addresses of the initial Board of Directors are as follows:
Name Address
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Robert Ballance 76 West 8th Street, Bayonne, New Jersey 07002
Judith Q. Bielan 21 Trask Avenue, Bayonne, New Jersey 07002
Joseph Brogan 300 3rd Avenue, Belmar, New Jersey 07719
James E. Collins 61 West 3rd Street, Bayonne, New Jersey 07002
Thomas Coughlin 27 Willow Way, Berkley Heights, New Jersey 07922
Donald Cymbor 86 West 14th Street, Bayonne, New Jersey 07002
Robert G. Doria 30 West 13th Street, Bayonne, New Jersey 07002
Phyllis Garelick 31 Parkview Terrace, Bayonne, New Jersey 07002
Mark Hogan 4 Harvest Lane, Tinton Falls, New Jersey 07725
John Hughes 870 Avenue C., Bayonne, New Jersey 07002
Joseph Lyga 78 West 14th Street, Bayonne, New Jersey 07002
H. Mickey McCabe 14 East 41st Street, Bayonne, New Jersey 07002
Dr. Gary Maita 208 Avenue A., Bayonne, New Jersey 07002
Donald Mindiak 209 Martool Drive, Woodbridge, New Jersey 07095
Alexander Pasiechnik 22 East 18th Street, Bayonne, New Jersey 07002
Dr. August Pellegrini 942 Avenue C., Bayonne, New Jersey 07002
Kenneth Poesl 18 Wesley Court, Bayonne, New Jersey 07002
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Joseph Tagliareni 14 West 13th Street, Bayonne, New Jersey 07002
ARTICLE IV
Corporate Purpose
The purpose for which the Corporation is organized is to engage in any activities for which corporations may be organized under the New Jersey Business Corporation Act.
ARTICLE V
Capital Stock
The Corporation is authorized to issue 20,000,000 shares of common stock, without par value.
ARTICLE VI
Limitation of Liability
Subject to the following, a director or officer of the Corporation shall not be personally liable to the Corporation or its shareholders for damages for breach of any duty owed to the Corporation or its shareholders. The preceding sentence shall not relieve a director or officer from liability for any breach of duty based upon an act or omission (i) in breach of such person's duty of loyalty to the Corporation or its shareholders, (ii) not in good faith or involving a knowing violation of law, or (iii) resulting in receipt by such person of an improper personal benefit. If the New Jersey Business Corporation Act is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer or both of the Corporation shall be eliminated or limited to the fullest extent permitted by the New Jersey Business Corporation Act as so amended. Any amendment to this Certificate of Incorporation, or change in law which authorizes this paragraph shall not adversely affect any then existing right or protection of a director or officer of the Corporation.
ARTICLE VII
Indemnification
The Corporation shall indemnify its officers, directors, employees and agents and former officers, directors, employees and agents, and any other persons serving at the request of the Corporation as an officer, director, employee or agent of another corporation, association, partnership, joint venture, trust, or other enterprise, against expenses (including attorneys' fees, judgments, fines and amounts paid in settlement) incurred in connection with any pending or threatened action, suit, or proceeding, whether civil, criminal, administrative or investigative, with respect to which such officer, director, employee, agent or other person is party, or is threatened to be made a party, to the full extent permitted by the New Jersey Business Corporation Act. The indemnification provided herein (i) shall not be deemed exclusive of any other right to which any person seeking indemnification may be entitled under any by-law, agreement, or vote of shareholders of disinterested directors or otherwise, both as to action in his or her official capacity and as to action in any other capacity, and (ii) shall insure to the benefit of the heirs, executors, and the administrators of any such person. The Corporation shall have the power, but shall not be obligated, to purchase and maintain insurance on behalf of any person or persons enumerated above against any liability asserted against or incurred by them or any of them arising out of their status as corporate directors, officers, employees, or agents whether or not the Corporation would have the power to indemnify them against such liability under the provisions of this article.
The Corporation shall, from time to time, reimburse or advance to any person referred to in this article the funds necessary for payment of expenses, including attorneys' fees, incurred in connection with any action, suit or proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final adjudication adverse to the director or officer establishes that the director's or officer's acts or omissions (i) constitute a breach of the director's or officer's duty of loyalty to the corporation or its shareholders, (ii) were not in good faith, (iii) involved a knowing violation of law, (iv) resulted in the director or officer receiving an improper personal benefit, or (v) were otherwise of such a character that New Jersey law would require that such amount(s) be repaid.
ARTICLE VIII
Name and Address of Incorporator
The name and address of the incorporator is:
Alan Schick, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
Washington, DC 20015
ARTICLE IX
Staggered Board of Directors
The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the whole board. The directors shall be divided into three classes, with the term of office of the first class to expire at the next annual meeting of stockholders, the term of office of the second class to expire at the annual meeting of stockholders one year thereafter and the term of office of the third class to expire at the annual meeting of stockholders two years thereafter. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term of office to expire at the third succeeding annual meeting of stockholders after their election."
Dated: February 25, 2010
/s/Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer
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