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): April 29, 2011

 
 
BCB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
New Jersey
 
0-50275
 
26-0065262
(State or Other Jurisdiction
of Incorporation)
 
(Commission File No.)
 
(I.R.S. Employer
Identification No.)



104-110 Avenue C, Bayonne, New Jersey    
        07002                       
(Address of Principal Executive Offices)
   (Zip Code)

Registrant's telephone number, including area code:
            (201) 823-0700      


Not Applicable
(Former name or former address, if changed since last report)

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:
 
¨
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 5.03                 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 29, 2011, BCB Bancorp, Inc. amended its Restated Certificate of Incorporation to increase its authorized capital stock to 30,000,000 shares, 20,000,000 of which shall be common shares, having no par value and 10,000,000 of which shall be preferred shares, having a par value of One Cent ($0.01) per share.  Such amendment to the Restated Certificate of Incorporation was approved by the stockholders of BCB Bancorp, Inc. at its annual meeting of stockholders held on April 28, 2011.

Effective at the annual meeting of stockholders, the Company by resolution increased the size of its Board of Directors from 11 members to 12 members.

Item 9.01                 Financial Statements and Exhibits

(a)
Financial Statements of Business Acquired:  None
(b)
Pro Forma Financial Information:  None
(c)
Shell company transactions:  None
(d)
Exhibits:
 
3.1           Certificate of Amendment to the 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:  May 4, 2011
By:
/s/ Donald Mindiak                
   
Donald Mindiak
   
President and Chief Executive Officer
   
 (Duly Authorized Representative)













CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION OF
BCB BANCORP, INC.

Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3) of the New Jersey Business Corporations Act, the undersigned corporation executes this Certificate of Amendment to the Restated Certificate of Incorporation.

1.  
The name of the corporation is BCB Bancorp, Inc.

2.  
The following amendment to the Restated Certificate of Incorporation was approved by the directors and thereafter duly adopted by the shareholders of the corporation on the 28 th day of April 2011.

Resolved, that the corporation’s Restated Certificate of Incorporation be amended to strike out and replace Article V in it’s entirety with the following:
 
                                                                              ARTICLE V
                                                                               Capital Stock

(A)           The aggregate number of shares which the corporation shall have authority to issue is 30,000,000 shares, 20,000,000 of which shall be common shares, having no par value and 10,000,000 of which shall be preferred shares, having a par value of One Cent ($0.01) per share (“Preferred Shares”).

(B)           The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of Preferred Shares in series, and by filing a certificate of amendment pursuant to the applicable law of the State of New Jersey (such certificate being hereinafter referred to as a “Preferred Share Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Shares may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the Common Stock, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

3.  
The number of shares outstanding at the time of adoption of the amendment was 10,161,666.

4.  
The total number of shares entitled to vote thereon was 10,161,666.

5.  
The number of shares voting for and against such amendment is as follows:

 
 
 


Number of Shares Voting FOR the Amendment: 4,358,124

Number of Shares Voting AGAINST the Amendment: 900,004


[Signature page follows]





 
 
 


IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment to the Restated Certificate of Incorporation on this 28 th day of April, 2011

BCB BANCORP, INC.



By:            /s/ Donald Mindiak                                                       
Donald Mindiak
President and Chief Executive Officer