8-K
BCB BANCORP INC (BCBP)
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 15, 2020
| BCB BANCORP, INC. |
|---|
(Exact name of Registrant as Specified in its Charter)
| New Jersey | 0-50275 | 26-0065262 |
|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation) | (Commission<br><br>File Number) | (IRS Employer<br><br>Identification No.) |
| 104-110 Avenue C<br><br>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<br>Symbol(s) | Name of each exchange on which<br>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 December 15, 2020, BCB Bancorp, Inc. (the “Company”) closed a third and final round of its private placement Series H 3.5% Noncumulative Perpetual Preferred Stock, resulting in additional gross proceeds of $2,250,000 for 225 shares. The sale represents 8.67% of the gross proceeds of the Company’s total issued and outstanding Noncumulative Perpetual Preferred Stock, and together with the first and second rounds, have resulted in total gross proceeds of $11,230,000 for 1,123 shares and 43.3% of the gross proceeds of the Company’s total issued and outstanding Noncumulative Perpetual Preferred Stock. 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 Exhibits are included 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. | |
|---|---|
| /s/ Thomas P. Keating | |
| DATE: December 16, 2020 | By:______________________________________ |
| Thomas P. Keating | |
| Senior Vice President and Chief Financial Officer | |
| (Duly Authorized Representative) |
Exhibit 99.1
| | |
| --- | --- |
| 
| Contact: Thomas Coughlin,<br> <br>President & CEO<br> <br>Thomas Keating, CFO<br> <br>(201) 823-0700 |
BCB Bancorp, Inc. Completes Preferred Stock Issuance
BAYONNE, N.J., December 16, 2020 -- BCB Bancorp, Inc. (the “Company”), (NASDAQ: BCBP), the holding company for BCB Community Bank (the “Bank”), today announced that it has completed the final issuance of its Series H preferred stock. Over the last seven months, the Company issued a total of $11.2 million of Series H 3.5% preferred stock over three rounds. Additionally, the Company redeemed $10.2 million of its preferred stock during the third quarter of 2020, which included the Company’s Series C 6% and Series F 6% preferred stock.
“As a result of these strategic transactions, we have further strengthened our capital position, and our dividend costs have been reduced,” said Thomas Coughlin, President and Chief Executive Officer. “Overall, we anticipate saving approximately $55,000 in dividend costs per quarter.”
About BCB Bancorp, Inc.
Established in 2000 and headquartered in Bayonne, N.J., BCB Community Bank is the wholly-owned subsidiary of BCB Bancorp, Inc. (NASDAQ: BCBP). The Bank has 31 branch offices in Bayonne, Carteret, Colonia, Edison, Hoboken, Fairfield, Holmdel, Jersey City, Lodi, Lyndhurst, Maplewood, Monroe Township, Newark, Parsippany, Plainsboro, River Edge, Rutherford, South Orange, Union, and Woodbridge, New Jersey, and three branches in Hicksville and Staten Island, New York. The Bank provides businesses and individuals a wide range of loans, deposit products, and retail and commercial banking services. For more information, please go to www.bcb.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, including returning capital to shareholders and execution of our repurchase program, is inherently uncertain. Accordingly, actual results may differ materially from anticipated results.
In addition to factors previously disclosed in the Company’s reports filed with the U.S. Securities and Exchange Commission (the "SEC") and those identified elsewhere in this release, the following factors, among others, could cause actual results to differ materially from forward-looking statements or historical performance: changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer acceptance of the Bank’s products and services; customer borrowing, repayment, investment and deposit practices; customer disintermediation; the introduction, withdrawal, success and timing of business initiatives; competitive conditions; the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures; economic conditions; and the impact, extent and timing of technological changes, capital management activities, and actions of governmental agencies and legislative and regulatory actions and reforms.
BCBP press release
December 16, 2020
Page 2
As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, the Company could be subject to any of the following additional risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:
| · | demand for our products and services may decline, making it difficult to grow assets and income; | | --- | --- | | · | if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income; | | --- | --- | | · | collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase; | | --- | --- | | · | our allowance for loan losses may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income; | | --- | --- | | · | the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us; | | --- | --- | | · | as the result of the decline in the Federal Reserve Board’s target federal funds rate to near 0%, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income; | | --- | --- | | · | a material decrease in net income over several quarters could result in a decrease in the rate of our quarterly cash dividend; | | --- | --- | | · | our cyber security risks are increased as the result of an increase in the number of employees working remotely; | | --- | --- | | · | we rely on third party vendors for certain services and the unavailability of a critical service due to the COVID-19 outbreak could have an adverse effect on us; | | --- | --- | | · | FDIC premiums may increase if the agency experiences additional resolution costs; and | | --- | --- | | · | civil unrest could occur in the communities that the Company serves. | | --- | --- |
Annualized, pro forma, projected and estimated numbers are used for illustrative purpose only, are not forecasts and may not reflect actual results.
Transmitted on Globe Newswire on December 16, 2020 at 4:15 p.m. Eastern Time.