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DCOM Dime Community Bancshares

Filed: 22 Dec 20, 3:53pm

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 21, 2020



DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)



Delaware
000-27782
11-3297463
(State or other jurisdiction of incorporation or organization)(Commission File Number)(IRS Employer Identification No.)

300 Cadman Plaza West, 8th Floor
  
Brooklyn, New York
 11201
(Address of principal executive offices) (Zip Code)

(718) 782-6200
(Registrant’s telephone number)

N/A
(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-4c)

Title of each class 
Trading
Symbol(s)
 Name of each exchange on which registered
Common Stock, $0.01 Par Value
 DCOM
 The NASDAQ Stock Market
Preferred Stock, Series A, $0.01 Par Value
 DCOMP
 The NASDAQ Stock Market

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 7.01Regulation FD Disclosure
 
On December 22, 2020, Dime Community Bancshares, Inc (“Dime”), the parent company of Dime Community Bank, and Bridge Bancorp, Inc. (“Bridge”), the parent company of BNB Bank, issued a joint press release announcing that that they have received the final required regulatory approval to merge Dime Community Bank with and into BNB Bank. The merger is expected to close on February 1, 2021, on which day the combined company will open as the new Dime Community Bank.

The joint press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Current Report on Form 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section.  The information in this Item 7.01, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, unless the Registrant expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.

Item 9.01.Financial Statements and Exhibits


(a)
 Financial statements of businesses acquired.  None.
    

(b)
 Pro forma financial information.  None.
    

(c)
 Shell company transactions: None.
    

(d)
 Exhibits.
    
    Joint Press Release dated December 22, 2020
      
   104.1 Cover Page Interactive Data File (formatted as inline XBRL)


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 hereunto duly authorized.

  Dime Community Bancshares, Inc.
  (Registrant)
   
DATE:  December 22, 2020By:/s/ Patricia M. Schaubeck
  Patricia M. Schaubeck
  Executive Vice President and General Counsel