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 10, 2008
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)
[ ] 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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Amended and Restated Change in Control Agreements. On December 10, 2008, BCB
Bancorp, Inc. (the "Company") entered into an amended and restated change change
in control agreement with each of Donald Mindiak, the President, Chief Executive
Officer and Chief Financial Officer of the Company, Thomas Coughlin, the Chief
Operating Officer of the Company, and James Collins, the Senior Lending Officer
of the Company (collectively, the "Agreements"). The Agreements supersede and
replace the change in control agreements previously entered into with Messrs.
Mindiak, Coughlin, and Collins. The Agreements were amended and restated to
comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
"Code") and the final regulations issued thereunder. The terms of the Agreements
are materially consistent with the previously disclosed terms of the prior
change in control agreements entered into with Messrs. Mindiak, Coughlin, and
Collins. The foregoing descriptions of the Agreements are qualified in their
entirety by reference to the Change in Control Agreements attached hereto as
Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3 of this Current Report, and are
incorporated by reference into this Item 5.02.
Executive Agreements. On December 10, 2008, the Company entered into an
executive agreement with each of Messrs. Mindiak, Coughlin, and Collins (the
"Executive Agreements"). The Executive Agreements provide that in the event of a
change in control of the Company, Messrs. Mindiak, Coughlin, and Collins would
be entitled to a gross-up payment to cover applicable excise taxes, if any, on
the compensation or benefits paid by the Company that are considered "excess
parachute payments" under Sections 280G and 4999 of the Code such that the net
amount retained by Messrs. Mindiak, Coughlin, and Collins after deduction of the
excise and other applicable taxes would equal the amount of compensation or
benefits due to Messrs. Mindiak, Coughlin, and Collins. The foregoing
descriptions of the Executive Agreements are qualified in their entirety by
reference to the Executive Agreements attached hereto as Exhibit 10.4, Exhibit
10.5, and Exhibit 10.6 of this Current Report, and are incorporated by reference
into this Item 5.02.
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:
Exhibit Number Description
Exhibit 10.1 Amended and Restated Change in Control Agreement
for Donald Mindiak
Exhibit 10.2 Amended and Restated Change in Control Agreement
for Thomas Coughlin
Exhibit 10.3 Amended and Restated Change in Control Agreement
for James Collins
Exhibit 10.4 Executive Agreement for Donald Mindiak
Exhibit 10.5 Executive Agreement for Thomas Coughlin
Exhibit 10.6 Executive Agreement for James Collins
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: December 10, 2008 By: /s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer