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 30, 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 September 29, 2015, BCB Bancorp, Inc. closed the second round of a private placement of Series C Noncumulative Perpetual Preferred Stock, resulting in gross proceeds of $1,190,000 for 119 shares. 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 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
The following Exhibit is attached as part of this report.
| Exhibit Number | Description |
| 99.1 | Press Release dated September 29, 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: September 30, 2015 | By: | /s/ Thomas Coughlin |
| Thomas Coughlin | ||
| Chief Executive Officer | ||
| (Duly Authorized Representative) | ||
EXHIBIT INDEX
| Exhibit Number | Description |
| 99.1 | Press Release dated September 30, 2015 |
Exhibit 99.1
BCB Bancorp, Inc. Announces Closing of
Second Round of Private Placement of $1,190,000.
Bayonne, N.J., September 30, 2015 - BCB Bancorp, Inc. (the “Company”) (Nasdaq Global Market: BCBP), the bank holding company for BCB Community Bank, today announced the closing on September 29, 2015 of the second round of a private placement of its Series C 6% Noncumulative Perpetual Preferred Stock (the “Series C Offering”), par value $0.01 per share (“Preferred Stock”). The Company sold 119 shares of Preferred Stock at a purchase price of $10,000 per share resulting in gross proceeds of $1,190,000. Previously, on July 13, 2015, the Company closed the first round the Series C Offering resulting in gross proceeds of $2,350,000 for 235 shares, bringing the total raised in both rounds to $3,540,000. The net proceeds from the private placement are expected to be used primarily to support the capital of the Company’s wholly owned subsidiary, 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.