UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 4, 2007 BCSB BANKCORP, INC. ------------------- (Exact Name Of Registrant As Specified In Charter) UNITED STATES 0-24589 52-2108333 - ------------------------------- ------------------ -------------------- (State Or Other Jurisdiction (Commission (IRS Employer Of Incorporation) File Number) Identification No.) 4111 E. JOPPA ROAD, SUITE 300, BALTIMORE, MARYLAND 21236 - -------------------------------------------------------------------------------- (Address Of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (410) 256-5000 -------------- 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT ------------------------------------------ On September 4, 2007, BCSB Bankcorp, Inc., Baltimore County Savings Bank, M.H.C., Baltimore County Savings Bank, F.S.B. and BCSB Bancorp, Inc. ("BCSB Bancorp"), entered into an Agency Agreement with Sandler O'Neill & Partners, L.P. ("Sandler O'Neill"), which will act as financial advisor during the BCSB Bancorp's stock offering and also assist in the marketing of BCSB Bancorp's common stock during its stock offering. The shares of common stock are being offered pursuant to a Registration Statement on Form S-1 (Registration No. 333-141572) filed by BCSB Bancorp under the Securities Act of 1933, as amended, and a related prospectus dated August 24, 2007. For a description of the fees to be paid to Sandler O'Neill, see "The Conversion - Plan of Distribution and Marketing Arrangements" in the prospectus. SIGNATURE 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 thereunto duly authorized. Date: September 6, 2007 By /s/ Joseph J. Bouffard ------------------------------------- Joseph J. Bouffard President and Chief Executive Officer