DIME COMMUNITY BANCSHARES, INC. (NASDAQ:DCOM) Files An 8-K Material Modification to Rights of Security Holders
Item 3.03 Material Modification to Rights of Security Holders
DIME COMMUNITY BANCSHARES, INC. (NASDAQ:DCOM) Files An 8-K Material Modification to Rights of Security Holders
On February 5, 2020, Dime Community Bancshares, Inc. (the “Registrant”) issued 2,999,200 shares of the Registrant’s 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 (the “Preferred Stock”), with a liquidation preference of $25.00 per share. The terms of the Preferred Stock are more fully described in the Certificate of Designations, Preferences and Rights of the Preferred Stock (the “Certificate of Designations”), which establishes the rights, preferences, privileges, qualifications, restrictions and limitations of the Preferred Stock. A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The form of certificate representing the shares of Preferred Stock is attached hereto as Exhibit 4.1 and is incorporated by reference herein.
On June 9, 2020, the Registrant filed a Certificate of Amendment to the Certificate of Designations with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective upon filing. The Certificate of Amendment increased the authorized number of shares of Preferred Stock from 2,999,200 to 5,299,200 and extended the earliest permissible optional redemption date of the Preferred Stock to Section 6(b) of the Certificate of Designations from February 15, 2025 to June 15, 2025. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 9, 2020, the Registrant filed the Certificate of Amendment to the Certificate of Designations with the Secretary of State of the State of Delaware. The Certificate of Amendment became effective upon filing. The Certificate of Amendment increased the authorized number of shares of Preferred Stock from 2,999,200 to 5,299,200 and extended the earliest permissible optional redemption date of the Preferred Stock to Section 6(b) of the Certificate of Designations from February 15, 2025 to June 15, 2025. A copy of the Certificate of Designations is attached hereto as Exhibit 3.2 and is incorporated herein by reference.
Item 8.01 Other Events
On June 10, 2020, the Registrant closed the underwritten public offering of 2,300,000 additional shares of its Preferred Stock. A copy of the press release announcing the closing of the offering of the Preferred Stock is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
DIME COMMUNITY BANCSHARES INC Exhibit
EX-5.1 2 nc10012692x1_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1 LUSE GORMAN,…
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EX-5.1 2 nc10012692x1_ex5-1.htm EXHIBIT 5.1 Exhibit 5.1 LUSE GORMAN,…
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About DIME COMMUNITY BANCSHARES, INC. (NASDAQ:DCOM)
Dime Community Bancshares, Inc. operates as a holding company for The Dime Savings Bank of Williamsburgh (the Bank), a chartered savings bank. The Company is a unitary savings and loan holding company. The Company operates through Community Banking segment. The Bank’s principal business is gathering retail deposits, and lending them primarily in multifamily residential, commercial real estate and mixed use loans, as well as investing in mortgage-backed securities (MBS), obligations of the United States Government and Government Sponsored Entities (GSEs), and corporate debt and equity securities. The Bank’s primary sources of funds are, in general, deposits; loan amortization, prepayments and maturities; MBS amortization, prepayments and maturities; investment securities maturities and sales, and advances from the Federal Home Loan Bank of New York (FHLBNY).
