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): July 10, 2015
| BCB BANCORP, INC. |
(Exact name of Registrant as Specified in its Charter)
| New Jersey | 0-50275 | 26-0065262 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS 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 3.02 | Unregistered Sales of Equity Securities |
On July 13, 2015, BCB Bancorp, Inc. closed a private placement of Series C Noncumulative Perpetual Preferred Stock, resulting in gross proceeds of $2,350,000 for 235 shares. The sale represents all of the issued and outstanding Series C Noncumulative Perpetual Preferred Stock, and represents 14.89% of the total issued and outstanding Noncumulative Perpetual Preferred Stock, which includes Series A Noncumulative Perpetual Preferred Stock and Series B Noncumulative Perpetual Preferred Stock. The purchase price was $10,000 per share. BCB Bancorp, Inc. relied on the exemption from registration with the Securities and Exchange Commission (“SEC”) provided under SEC Rule 506 of Regulation D. A copy of the press release is attached hereto as Exhibit 99.1 .
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On July 10, 2015, BCB Bancorp, Inc. amended its Restated Certificate of Incorporation to revise Article V to amend certain terms related to the Series A 6% Noncumulative Perpetual Preferred Stock, the Series B 6% Noncumulative Perpetual Preferred Stock, and to create a new Series C 6% Noncumulative Perpetual Preferred Stock, which sets forth the number of shares to be included in such new series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. Such amendment to the Restated Certificate of Incorporation was approved by the Board of Directors of BCB Bancorp, Inc. on July 10, 2015. The Certificate of Amendment is attached hereto as Exhibit 3.1 .
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following Exhibit is attached as part of this report.
| Exhibit Number | Description |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation |
| 99.1 | Press Release dated July 13, 2015 |
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: July 14, 2015 | By: /s/ Thomas Coughlin |
| Thomas Coughlin | |
| Chief Executive Officer | |
| (Duly Authorized Representative) |
EXHIBIT INDEX
| Exhibit Number | Description |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation |
| 99.1 | Press Release dated July 13, 2015 |
Exhibit 3.1
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.
The name of the corporation is BCB Bancorp, Inc.
The following amendment to the Restated Certificate of Incorporation was approved by the directors of the corporation on the 10 th day of July, 2015.
This Certificate of Amendment amends the Restated Certificate of Incorporation and further amends the Certificate of Incorporation of this corporation, as amended by the Certificate of Amendment dated October 29, 2013, to: (i) revise Article V, Part (C) with respect to the corporation’s Series A Preferred Stock, (ii) revise Article V, Part (D) with respect to the corporation’s Series B Preferred Stock and (ii) include a new Article V, Part (E), with respect to the corporation’s Series C Preferred Stock, which sets forth the number of shares to be included in such new series, and to fix the designation, powers, preferences, and rights of the shares of such new series and any qualifications, limitations or restrictions thereof, as follows:
ARTICLE V
Capital Stock
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”).
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.
Series A 6% Noncumulative Perpetual Preferred Stock:
Designation and Amount.
The shares of such series shall be designated as “Series A 6% Noncumulative Perpetual Preferred Stock,” par value $0.01 per share (the “Series A Preferred Stock”), and the number of shares constituting the Series A Preferred Stock shall be 1,500. The shares of Series A Preferred Stock shall have a designated face value of $10,000.00.
Dividends and Distributions.
(a) Dividends when and if declared will be paid quarterly in arrears (based upon March 31, June 30, September 30 and December 31 quarters) on or about April 15, July 15, October 15 and January 15. Dividends will be paid on a pro rata basis based upon a 360 day year from the date of the completion of the offering or portion thereof.
(b) Dividends will be discretionary and non-cumulative.
Voting Rights.
The Series A Preferred Stock shall not have any voting rights.
Reacquired Shares.
Any shares of Series A Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof.
Liquidation, Dissolution, or winding up.
Upon any liquidation, dissolution or winding up of BCB Community Bank (the “Bank”), the Company, as the sole holder of the Bank’s capital stock, shall be entitled to receive all of the Bank’s assets available for distribution after payment or provision for payment of all debts and liabilities of the Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, shall be entitled to receive all of the assets of the Company available for distribution after payment or provision for payment of all its debts and liabilities and any security ranking senior to the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. Holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, have priority rights over holders of Common Stock in the liquidation, dissolution or winding up of the Company.
Redemption Feature.
Shares of Series A Preferred Stock may not be redeemed until after December 31, 2015 by the Company (in whole or in part) at its option, upon receipt of necessary regulatory approval, at the face value of $10,000.00 per share plus any pro rata dividend that may be declared by the Board of Directors.
Rank.
Shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, will rank senior to common stock, no par value, and will rank junior to all the Company’s indebtedness and other non-equity claims on the Company.
Series B 6% Noncumulative Perpetual Preferred Stock:
Designation and Amount.
The shares of such series shall be designated as “Series B 6% Noncumulative Perpetual Preferred Stock,” par value $0.01 per share (the “Series B Preferred Stock”), and the number of shares constituting the Series B Preferred Stock shall be 1,500. The shares of Series B Preferred Stock shall have a designated face value of $10,000.00.
Dividends and Distributions.
(a) Dividends when and if declared will be paid quarterly in arrears (based upon March 31, June 30, September 30 and December 31 quarters) on or about April 15, July 15, October 15 and January 15. Dividends will be paid on a pro rata basis based upon a 360 day year from the date of the completion of the offering or portion thereof.
(b) Dividends will be discretionary and non-cumulative.
Voting Rights.
The Series B Preferred Stock shall not have any voting rights.
Reacquired Shares.
Any shares of Series B Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof.
Liquidation, Dissolution, or winding up.
Upon any liquidation, dissolution or winding up the Bank, the Company, as the sole holder of the Bank’s capital stock, shall be entitled to receive all of the Bank’s assets available for distribution after payment or provision for payment of all debts and liabilities of the Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, shall be entitled to receive all of the assets of the Company available for distribution after payment or provision for payment of all its debts and liabilities and any security ranking senior to the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. Holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, have priority rights over holders of Common Stock in the liquidation, dissolution or winding up of the Company.
Redemption Feature.
Shares of Series B Preferred Stock may not be redeemed until after December 31, 2016 by the Company (in whole or in part) at its option, upon receipt of necessary regulatory approval, at the face value of $10,000.00 per share plus any pro rata dividend that may be declared by the Board of Directors.
Rank.
Shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, will rank senior to common stock, no par value, and will rank junior to all the Company’s indebtedness and other non-equity claims on the Company.
Series C 6% Noncumulative Perpetual Preferred Stock:
Designation and Amount.
The shares of such series shall be designated as “Series C 6% Noncumulative Perpetual Preferred Stock,” par value $0.01 per share (the “Series C Preferred Stock”), and the number of shares constituting the Series C Preferred Stock shall be 2,500. The shares of Series C Preferred Stock shall have a designated face value of $10,000.00.
Dividends and Distributions.
(a) Dividends when and if declared will be paid quarterly in arrears (based upon March 31, June 30, September 30 and December 31 quarters) on or about April 15, July 15, October 15 and January 15. Dividends will be paid on a pro rata basis based upon a 360 day year from the date of the completion of the offering or portion thereof.
(b) Dividends will be discretionary and non-cumulative.
Voting Rights.
The Series C Preferred Stock shall not have any voting rights.
Reacquired Shares.
Any shares of Series C Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and canceled promptly after the acquisition thereof.
Liquidation, Dissolution, or winding up.
Upon any liquidation, dissolution or winding up the Bank, the Company, as the sole holder of the Bank’s capital stock, shall be entitled to receive all of the Bank’s assets available for distribution after payment or provision for payment of all debts and liabilities of the Bank, including all deposit accounts and accrued interest. Upon liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, shall be entitled to receive all of the assets of the Company available for distribution after payment or provision for payment of all its debts and liabilities and any security ranking senior to the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock. Holders of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, have priority rights over holders of Common Stock in the liquidation, dissolution or winding up of the Company.
Redemption Feature.
Shares of Series C Preferred Stock may not be redeemed until after December 31, 2017 by the Company (in whole or in part) at its option, upon receipt of necessary regulatory approval, at the face value of $10,000.00 per share plus any pro rata dividend that may be declared by the Board of Directors.
Rank.
Shares of the Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock, taken together, will rank senior to common stock, no par value, and will rank junior to all the Company’s indebtedness and other non-equity claims on the Company.
The Certificate of Incorporation of the corporation is hereby amended so that the amendments to the rights, preferences and limitations of the Series A 6% Noncumulative Perpetual Preferred Stock, $.01 par value, and Series B 6% Noncumulative Perpetual Preferred Stock, $.01 par value, and the designation and number of shares of the Series C 6% Noncumulative Perpetual Preferred Stock, $0.01 par value, acted upon in the resolutions above, and the relative rights, preferences and limitations of such shares, are as stated in the above resolutions.
IN WITNESS WHEREOF, the undersigned has signed this Certificate of Amendment to the Restated Certificate of Incorporation on this 10 th day of July, 2015.
BCB BANCORP, INC.
By: /s/ Thomas Coughlin________
Name: Thomas Coughlin
Title: Chief Executive Officer
Exhibit 99.1
BCB Bancorp, Inc. Announces Closing
of $2,350,000 Private Placement
Bayonne, N.J., July 13, 2015 - BCB Bancorp, Inc. (the “Company”) (Nasdaq Global Market: BCBP), the bank holding company for BCB Community Bank, today announced the closing on July 13, 2015 of a private placement of its Series C 6% Noncumulative Perpetual Preferred Stock, par value $0.01 per share (“Preferred Stock”). The Company sold $2,350,000 in Preferred Stock to certain investors at a purchase price of $10,000 per share. The net proceeds from the private placement are expected to be used primarily to support the capital of BCB Community Bank.
Forward-looking Statements
This release, like many written and oral communications presented by BCB Bancorp, Inc., and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions.
Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “could,” “may,” “should,” “will,” “would,” or similar expressions. Our ability to predict results or the actual effects of our plans or strategies is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Except as required by applicable law or regulation, the Company undertakes no obligation to update these forward-looking statements to reflect events or circumstances that occur after the date on which such statements were made.