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Section 1: 8-K (8-K)

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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): September 1, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class  

 

Trading
Symbol(s)  

 

Name of each exchange on which
registered

Common Stock, no par value  

 

BCBP

 

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 3.02.  Unregistered Sales of Equity Securities

 

On September 1, 2020, BCB Bancorp, Inc. (the “Company”) closed a second round private placement of Series H 3.5% Noncumulative Perpetual Preferred Stock, resulting in additional gross proceeds of $5,900,000 for 590 shares. The sale represents 25.1% of the gross proceeds of the Company’s total issued and outstanding Noncumulative Perpetual Preferred Stock, and together with the first round, has resulted in total gross proceeds of $8,980,000 for 898 shares and 38.2% of the gross proceeds of the Company’s total issued and outstanding Noncumulative Perpetual Preferred Stock. The purchase price was $10,000.00 per share. The Company relied on the exemption from registration with the Securities and Exchange Commission (“SEC”) provided under SEC Rule 506 of Regulation D.

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 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 on Form 8-K filed on July 15, 2020)



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: September 3, 2020

By:

/s/ Thomas P. Keating

Thomas P. Keating

Senior Vice President and Chief Financial Officer

(Duly Authorized Representative)

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