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):December 30, 2019
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 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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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| | 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 | | TheNasdaq 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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On December 30, 2019, BCB Bancorp, Inc. (the “Company”) amended and restated its Restated Certificate of Incorporation to amend Part (E), Section 5 of Article V; Part (F), Section 5 of Article V; and Part (I), Sections 2(c), 5 and 7 of Article 5, which set forth certain terms of the Series C 6.0% Noncumulative Perpetual Preferred Stock (the “Series C Preferred Stock”), the Series D 4.5% Noncumulative Perpetual Preferred Stock (the “Series D Preferred Stock”) and the Series G 6.0% Noncumulative Perpetual Preferred Stock (the “Series G Preferred Stock”).
The rights of the holders of the Series C Preferred Stock, Series D Preferred Stock and the Series G Preferred Stock were not changed by this amendment, and the Restated Certificate of Incorporation confirms the priority of the holders of the Series C Preferred Stock, the Series D Preferred Stock and the Series G Preferred Stock for the payments of dividends and liquidation rights as compared to the holders of the Company’s common stock. The Restated Certificate of Incorporation became effective on December 30, 2019. The Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.
| Item 9.01. | Financial Statements and Exhibits. |
The following Exhibit is attached as part of this report.
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: December 30, 2019 | By: | /s/Thomas P. Keating |
| | | Thomas P. Keating |
| | | Senior Vice President and Chief Financial Officer |
