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): November 5, 2009
BCB BANCORP, INC.
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(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)
[X] 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 1.01 Entry into a Material Definitive Agreement.
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On November 5, 2009, BCB Bancorp, Inc., a New Jersey corporation
("Pamrapo"), and Pamrapo Bancorp, Inc., a New Jersey corporation ("BCB"),
entered into a First Amendment to Agreement and Plan of Merger ("Amendment"),
which amends the Agreement and Plan of Merger between BCB and Pamrapo (the
"Merger Agreement"), dated as of June 29, 2009, pursuant to which Pamrapo will
merge with and into BCB, with BCB as the surviving corporation. The parties
entered into the Amendment to clarify that the required stockholder vote to
adopt the Merger Agreement, and the transactions contemplated by the Merger
Agreement, pursuant to the New Jersey Business Corporation Act, by BCB
Shareholders and Pamrapo Shareholders is the affirmative vote of a majority of
the votes cast by the holders of shares of common stock of each of BCB and
Pamrapo entitled to vote thereon.
The preceding disclosure is qualified in its entirety by reference to the
Amendment, which is attached hereto as Exhibit 2.1 and is incorporated herein by
reference.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements about the
proposed merger of BCB 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 BCB 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 BCB and
Pamrapo are engaged, changes in the securities markets and other risks and
uncertainties disclosed from time to time in documents that BCB and Pamrapo file
with the Securities and Exchange Commission (the "SEC").
Additional Information about the Merger and Where to Find It
This Form 8-K may be deemed to be solicitation material with respect to the
proposed merger of BCB and Pamrapo. On October 13, 2009, BCB filed with the SEC
a Registration Statement on Form S-4 (Registration No. 333-162433) containing a
preliminary joint proxy statement/prospectus regarding the proposed merger. This
material is not a substitute for the final joint proxy statement/prospectus
regarding the proposed merger. STOCKHOLDERS OF BCB AND PAMRAPO ARE ENCOURAGED TO
READ THE PRELIMINARY JOINT PROXY STATEMENT/PROSPECTUS AND THE FINAL JOINT PROXY
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STATEMENT/PROSPECTUS, WHEN IT BECOMES AVAILABLE, AS WELL AS ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, BECAUSE THEY CONTAIN AND WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED MERGER.
The final joint proxy statement/prospectus will be mailed to stockholders
of BCB and Pamrapo. Stockholders may obtain the joint proxy statement/prospectus
and other documents that are filed by BCB and Pamrapo with the SEC free of
charge at the SEC's website, www.sec.gov. In addition, stockholders may obtain
free copies of the documents filed by the companies with the SEC by written
request directed to the Corporate Secretary, BCB Bancorp, Inc., 104-110 Avenue
C, Bayonne, New Jersey 07002 or by visiting the BCB website at
www.bcbbancorp.com, with respect to documents filed by BCB, and by written
request directed to the Secretary, Pamrapo Bancorp, Inc., 611 Avenue C, Bayonne,
New Jersey 07002 or by visiting the Pamrapo website at www.pamrapo.com, with
respect to documents filed by Pamrapo.
BCB and Pamrapo, and their respective directors and executive officers and
other members of management and employees may be considered participants in the
solicitation of proxies in connection with the proposed merger. Information
regarding Pamrapo's and BCB's directors and executive officers and their
interests is set forth in the preliminary joint proxy statement/prospectus
described above and will be included in the final joint proxy
statement/prospectus when it becomes available.
Read the joint proxy statement/prospectus carefully before making a
decision concerning the merger.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit 2.1 First Amendment to Agreement and Plan of Merger,
dated as of November 5, 2009, between BCB Bancorp,
Inc. and Pamrapo Bancorp, Inc.
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: November 5, 2009 By: /s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer