BCB BANCORP, INC. (NASDAQ:BCBP) Files An 8-K Unregistered Sales of Equity Securities
Item 3.02. Unregistered Sales of Equity Securities
On July 13, 2020, BCB Bancorp, Inc. (the “Company”) closed a private placement of Series H 3.5% Noncumulative Perpetual Preferred Stock, resulting in gross proceeds of $3,080,000 for 308 shares, effective June 29, 2020. The sale represents 11.02% of the gross proceeds of the Company’s total issued and outstanding Noncumulative Perpetual Preferred Stock. The purchase price was $10,000.00 per share. The Company relied on the exemption from registration with the Securities and Exchange Commission (“SEC”) provided under SEC Rule 506 of Regulation D.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On July 13, 2020, the Company received notice that its filing of a Certificate of Amendment, dated June 29, 2020, of its Restated Certificate of Incorporation, dated December 29, 2019, was accepted, which amendment includes a new Article V, Part (J), with respect to the Company’s Series H Preferred Stock, which sets forth the number of shares to be included in such new series, and to fix the designation, powers, preferences, and rights of the shares of such new series and any qualifications, limitations or restrictions thereof (the “Series H 3.5% Noncumulative Perpetual Preferred Stock”).
The rights of the holders of any prior series of preferred stock were not changed by this amendment, and the Restated Certificate of Incorporation confirms the holders of the Series H Preferred Stock will rank on parity with Shares of the Series C 6% Noncumulative Perpetual Preferred Stock, Shares of the Series D 4.5% Noncumulative Perpetual Preferred Stock, Shares of the Series F 6% Noncumulative Perpetual Preferred Stock and shares of the Series G 6% Noncumulative Perpetual Preferred Stock for the payments of dividends and liquidation rights as compared to the holders of the Company’s common stock.
The Certificate of Amendment to the Restated Certificate of Incorporation was approved by the Board of Directors of the Company on March 11, 2020, and became effective as of June 29, 2020, upon notice received on July 13, 2020. The Restated Certificate of Incorporation is attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
The following Exhibit is attached as part of this report.
BCB BANCORP INC Exhibit
EX-3.1 2 bcbp-20200713xex3_1.htm EX-3.1 Exhibit 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF BCB BANCORP,…
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About BCB BANCORP, INC. (NASDAQ:BCBP)
BCB Bancorp, Inc. is the holding company parent of BCB Community Bank (the Bank). The Bank is a community-oriented financial institution. Its business is to offer Federal Deposit Insurance Corporation (FDIC)-insured deposit products and to invest funds held in deposit accounts at the Bank, together with funds generated from operations, in loans and investment securities. It offers loans, including commercial and multi-family real estate loans, one- to four-family mortgage loans, home equity loans, construction loans, consumer loans and commercial business loans; FDIC-insured deposit products, such as savings and club accounts, interest and non-interest bearing demand accounts, money market accounts, certificates of deposit and individual retirement accounts, and retail and commercial banking services, including wire transfers, money orders, safe deposit boxes, a night depository, debit cards, online banking, gift cards, fraud detection and automated teller services.
