As filed with the Securities and Exchange Commission on November 23, 2005
Registration No. 333-128214
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 2 TO THE FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
BCB BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
New Jersey 6712 26-0065262
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant's Principal Executive Offices)
Donald Mindiak
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)
Copies to:
Alan Schick, Esq.
Marc P. Levy, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 400
Washington, D.C. 20015
(202) 274-2000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box: [ ]
If this Form is filed to register additional shares for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [ ]
CALCULATION OF REGISTRATION FEE
======================================== =================== ==================== ==================== =====================
Proposed maximum Proposed maximum
Title of each class of Amount to be offering price aggregate Amount of
securities to be registered registered per share offering price registration fee
---------------------------------------- ------------------- -------------------- -------------------- ---------------------
Common Stock, no par value per share 1,150,000 shares $15.65 $17,997,500 (1) $2,118.31 (2)
---------------------------------------- ------------------- -------------------- -------------------- ---------------------
(1) Estimated solely for the purpose of computing the registration fee pursuant
to Rule 457(c) under the Securities Act, based on the average of the bid
and ask prices of the Registrant's Common Stock as reported on the
Electronic Over the Counter Bulletin Board as of November 16, 2005.
(2) Previously paid $2,141.86 on September 9, 2005.
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
registration shall thereafter become effective in accordance with Section
8(a) of the Securities Act of 1933 or until the registration statement
shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution
Amount(1)
----------
* Registrant's Legal Fees and Expenses............................... $ 140,000
* Registrant's Accounting Fees and Expenses.......................... 50,000
* Printing, Postage and Mailing...................................... 75,000
* Filing Fees (NASD, Nasdaq and SEC)................................. 104,506
* Transfer Agent and registrar fees and expenses..................... 1,000
* Other.............................................................. 10,000
--------------
* Total ............................................................. $ 380,506
==============
----------------
* Estimated
(1) The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the securities being registered,
other than commissions and fees of the Underwriters.
Item 14. Indemnification of Directors and Officers
Articles VI and VII of the Certificate of Incorporation of BCB Bancorp,
Inc. (the "Corporation") set forth circumstances under which directors,
officers, employees and agents of the Corporation may be insured or indemnified
against liability which they incur in their capacities as such:
ARTICLE VI
Limitation of Liability
Subject to the following, a director or officer of the Corporation shall
not be personally liable to the Corporation or its shareholders for damages for
breach of any duty owed to the Corporation or its shareholders. The preceding
sentence shall not relieve a director or officer from liability for any breach
of duty based upon an act or omission (i) in breach of such person's duty of
loyalty to the Corporation or its shareholders, (ii) not in good faith or
involving a knowing violation of law, or (iii) resulting in receipt by such
person of an improper personal benefit. If the New Jersey Business Corporation
Act is amended to authorize corporate action further eliminating or limiting the
personal liability of directors or officers, then the liability of a director or
officer or both of the Corporation shall be eliminated or limited to the fullest
extent permitted by the New Jersey Business Corporation Act as so amended. Any
amendment to this Certificate of Incorporation, or change in law which
authorizes this paragraph shall not adversely affect any then existing right or
protection of a director or officer of the Corporation.
ARTICLE VII
Indemnification
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgments, fines and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is party, or is threatened to be made
a party, to the full extent permitted by the New Jersey Business Corporation
Act. The indemnification provided herein (i) shall not be deemed exclusive of
any other right to which any person seeking indemnification may be entitled
under any by-law, agreement, or vote of shareholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in any other capacity, and (ii) shall insure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this article.
The Corporation shall, from time to time, reimburse or advance to any
person referred to in this article the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action, suit or
proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that the director's
or officer's acts or omissions (i) constitute a breach of the director's or
officer's duty of loyalty to the Corporation or its shareholders, (ii) were not
in good faith, (iii) involved a knowing violation of law, (iv) resulted in the
director or officer receiving an improper personal benefit, or (v) were
otherwise of such a character that New Jersey law would require that such
amount(s) be repaid.
Item 15. Recent Sales of Unregistered Securities
Not Applicable.
Item 16. Exhibits and Financial Statement Schedules:
The exhibits and financial statement schedules filed as part of this
registration statement are as follows:
(a) List of Exhibits
1.1 Form of Underwriting Agreement*
3.1 Certificate of Incorporation of BCB Bancorp, Inc., as amended *
3.2 Bylaws of BCB Bancorp, Inc. (1)
4 Form of Common Stock Certificate of BCB Bancorp, Inc. (2)
5 Opinion of Luse Gorman Pomerenk & Schick regarding legality of
securities being registered*
10.1 BCB Bancorp, Inc. 2002 Stock Option Plan (3)
10.2 BCB Bancorp, Inc. 2003 Stock Option Plan (3)
10.3 2005 Director Deferred Compensation Plan*
10.4 Change in Control Agreement with Donald Mindiak (4)
10.5 Change in Control Agreement with James E. Collins (4)
10.6 Change in Control Agreement with Thomas M. Coughlin (4)
10.7 Change in Control Agreement with Olivia Klim (4)
10.8 Change in Control Agreement with Amer Saleem (4)
10.9 Executive Agreement with Donald Mindiak (4)
10.10 Executive Agreement with James E. Collins (4)
10.11 Executive Agreement with Thomas M. Coughlin (4)
10.12 Executive Agreement with Olivia Klim (4)
10.13 Executive Agreement with Amer Saleem (4)
21 Subsidiaries of Registrant*
23.1 Consent of Luse Gorman Pomerenk & Schick (contained in Opinion included
as Exhibits 5)*
23.2 Consent of Beard Miller Company LLP*
24 Power of Attorney (set forth on signature page)
99.1 Letter to shareholders
-------------------------------
* Previously filed.
(1) Incorporated by reference to the Form 8-K filed with the Securities and
Exchange Commission on December 13, 2004.
(2) Incorporated by reference to the Form 8-K-12g3 filed with the Securities
and Exchange Commission on May 1, 2003.
(3) Incorporated by reference to Exhibit 10.1 and 10.2 to the Company's
Registration Statement on Form S-8 (Commission File Number 333-11201) filed
with the Securities and Exchange Commission on January 26, 2004.
(4) Incorporated by reference to Exhibit 10.4, 10.5, 10.6, 10.7, 10.8, 10.9,
10.10, 10.11, 10.12 and 10.13 to the Form 8-K filed with the Securities and
Exchange Commission on November 10, 2005.
(b) Financial Statement Schedules
No financial statement schedules are filed because the required information is
not applicable or is included in the consolidated financial statements or
related notes.
Item 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to Section
13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934), that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to rule 424(b)(1), or (4),
or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(3) That, for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Bayonne, State of New
Jersey on November 23, 2005.
BCB BANCORP, INC.
By: /s/ Donald Mindiak
------------------------------------
Donald Mindiak
Chief Executive Officer and President
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of BCB Bancorp, Inc. (the
"Company") hereby severally constitute and appoint Donald Mindiak as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Donald Mindiak may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration statement on Form S-1 relating
to the offering of the Company's common stock, including specifically, but not
limited to, power and authority to sign for us in our names in the capacities
indicated below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said Donald Mindiak shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
---------- ----- ----
\s\ Donald Mindiak November 23, 2005
-------------------------------- President and Chief Executive
Donald Mindiak Officer and Director (Principal
Executive Officer)
\s\ Thomas M. Coughlin November 23, 2005
-------------------------------- Vice President, Chief Financial
Thomas M. Coughlin Officer and Director (Principal
Financial and Accounting Officer)
\s\ Mark D. Hogan Chairman of the Board November 23, 2005
--------------------------------
Mark D. Hogan
\s\ Robert Ballance Director November 23, 2005
--------------------------------
Robert Balance
\s\ Judith Q. Bielan Director November 23, 2005
--------------------------------
Judith Q. Bielan
\s\ Joseph J. Brogan Director November 23, 2005
-------------------------------
Joseph J. Brogan
\s\ James E. Collins Director November 23, 2005
-------------------------------
James E. Collins
\s\ Joseph Lyga Director November 23, 2005
-------------------------------
Joseph Lyga
\s\ Alexander Pasiechnik Director November 23, 2005
-------------------------------
Alexander Pasiechnik
\s\ August Pellegrini, Jr. Director November 23, 2005
-------------------------------
August Pellegrini, Jr.
As filed with the Securities and Exchange Commission on November 23, 2005
Registration No. 333-128214
---------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------------
EXHIBITS
TO PRE-EFFECTIVE AMENDMENT NO. 2 TO THE
REGISTRATION STATEMENT
ON
FORM S-1
BCB Bancorp, Inc.
Bayonne, New Jersey
EXHIBIT INDEX
1.1 Form of Underwriting Agreement *
3.1 Certificate of Incorporation of BCB Bancorp, Inc., as amended *
3.2 Bylaws of BCB Bancorp, Inc. (1)
4 Form of Common Stock Certificate of BCB Bancorp, Inc. (2)
5 Opinion of Luse Gorman Pomerenk & Schick regarding legality of
securities being registered*
10.1 BCB Bancorp, Inc. 2002 Stock Option Plan (3)
10.2 BCB Bancorp, Inc. 2003 Stock Option Plan (3)
10.3 2005 Director Deferred Compensation Plan*
10.4 Change in Control Agreement with Donald Mindiak (4)
10.5 Change in Control Agreement with James E. Collins (4)
10.6 Change in Control Agreement with Thomas M. Coughlin (4)
10.7 Change in Control Agreement with Olivia Klim (4)
10.8 Change in Control Agreement with Amer Saleem (4)
10.9 Executive Agreement with Donald Mindiak (4)
10.10 Executive Agreement with James E. Collins (4)
10.11 Executive Agreement with Thomas M. Coughlin (4)
10.12 Executive Agreement with Olivia Klim (4)
10.13 Executive Agreement with Amer Saleem (4)
21 Subsidiaries of Registrant*
23.1 Consent of Luse Gorman Pomerenk & Schick (contained in Opinion included
as Exhibits 5)*
23.2 Consent of Beard Miller Company LLP*
24 Power of Attorney (set forth on signature page)
99.1 Letter to shareholders
-------------------------------
* Previously filed.
(1) Incorporated by reference to the Form 8-K filed with the Securities and
Exchange Commission on December 13, 2004.
(2) Incorporated by reference to the Form 8-K-12g3 filed with the Securities
and Exchange Commission on May 1, 2003.
(3) Incorporated by reference to Exhibit 10.1 and 10.2 to the Company's
Registration Statement on Form S-8 (Commission File Number 333-11201) filed
with the Securities and Exchange Commission on January 26, 2004.
(4) Incorporated by reference to Exhibit 10.4, 10.5, 10.6., 10.7, 10.8, 10.9,
10.10., 10.11, 10.12 and 10.13 to the Form 8-K filed with the Securities
and Exchange Commission on November 10, 2005.
EXHIBIT 99.1