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): March 31, 2010
BCB BANCORP, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 0-50275 26-0065262
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
104-110 Avenue C, Bayonne, New Jersey 07002
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (201) 823-0700
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Not Applicable
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(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)
[ ] 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 8.01 Other Events
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On March 31, 2010, BCB Bancorp, Inc. (the "Company"), the parent company of
BCB Community Bank, and Pamrapo Bancorp, Inc. ("Pamrapo"), the parent company of
Pamrapo Savings Bank, S.L.A., agreed to revise the structure of their proposed
merger pursuant to Section 9.2 of the Agreement and Plan of Merger, dated as of
June 29, 2009, as amended (the "Merger Agreement"), pursuant to which Pamrapo
will merge with and into the Company (the "Merger"). It is the intent of the
parties that the Merger will be completed as contemplated in the Merger
Agreement except that (i) the directors as set forth in Exhibit 1.4 of the
Merger Agreement of the surviving corporation and surviving institution shall be
revised so as to consist of Robert Ballance, Judith Q. Bielan, Joseph Brogan,
James Collins, Mark D. Hogan, Joseph Lyga, Donald Mindiak, Alexander Pasiechnik,
Joseph Tagliareni, Robert Hughes and Kenneth Walter and (ii) directors Conaghan
and Brockman will waive their rights to a Consulting Agreement or advisory board
position with the surviving corporation and surviving institution pursuant to
Section 6.11(j) of the Merger Agreement.
In addition, each of the Company and Pamrapo will waive its right to
consider the above referenced changes from constituting a "burdensome condition"
as defined in the Merger Agreement. All other terms of the Merger Agreement
remain unchanged.
The preceding disclosure is qualified in its entirety by reference to the
letter between the Company and Pamrapo, dated March 31, 2010, which is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements about the
proposed merger of the Company and Pamrapo and the effects of the proposed
merger on the companies. These statements speak only as of the date they are
made. The companies undertake no obligation to revise or publicly release any
revision or update to these forward-looking statements to reflect events or
circumstances that occur after the date on which such statements were made.
Forward-looking statements can be identified by the fact that they do not relate
strictly to historical or current facts. They often include words like
"believe," "expect," "anticipate," "estimate," and "intend" or future or
conditional verbs such as "will," "would," "should," "could" or "may." Certain
factors that could cause actual results to differ materially from expected
results include delays in completing the merger, difficulties in achieving cost
savings from the merger or in achieving such cost savings within the expected
time frame, difficulties in integrating the Company and Pamrapo, increased
competitive pressures, changes in the interest rate environment, changes in
general economic conditions, legislative and regulatory changes that adversely
affect the business in which the Company and Pamrapo are engaged, changes in the
securities markets and other risks and uncertainties disclosed from time to time
in documents that the Company and Pamrapo file with the Securities and Exchange
Commission (the "SEC").
Item 9.01. Financial Statements and Exhibits
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(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit 99.1 Letter between BCB Bancorp, Inc. and
Pamrapo Bancorp, Inc., dated as of March 31, 2010.
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: April 6, 2010 By: /s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer