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): July 16, 2009
BCB BANCORP, INC.
(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 8.01 Other Events.
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BCB Bancorp, Inc. (the "Company") recently became aware that a complaint
had been filed on July 9, 2009 in the Superior Court of New Jersey in Hudson
County against the Company, Pamrapo Bancorp, Inc. ("Pamrapo") and each of
Pamrapo's directors.
The action, which seeks class certification, was brought by Keith Kube, a
purported shareholder of the Company, on behalf of himself and all others
similarly situated. The complaint alleges, among other things, that the
directors of Pamrapo are in breach of their fiduciary duties to shareholders in
connection with the Pamrapo's entry into an agreement and plan of merger, dated
as of June 29, 2009, with the Company (the "Agreement"), pursuant to which the
Pamrapo will merge with and into the Company, with the Company as the surviving
corporation.
The complaint seeks, among other things, for the Court to enjoin the
defendants from consummating the transactions contemplated by the Agreement and
to award the plaintiff attorneys' fees and expenses incurred in bringing the
lawsuit.
The Company believes that the allegations in the complaint are without
merit and intend to vigorously defend against the claims and causes of action
asserted in this legal matter.
Forward-Looking Statements
This Form 8-K contains certain forward-looking statements. 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 the Company 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 the Company and Pamrapo are engaged,
changes in the securities markets and other risks and uncertainties disclosed
from time to time in documents that the Company 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 the Company and Pamrapo. In connection with the proposed
merger, the Company and Pamrapo will file a joint proxy statement/prospectus
with the SEC to be distributed to the shareholders of the Company and Pamrapo in
connection with their vote on the proposed merger. SHAREHOLDERS OF THE COMPANY
AND PAMRAPO ARE ENCOURAGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
The definitive proxy statement will be mailed to shareholders of the
Company and Pamrapo, and shareholders will be able to obtain the documents, when
they become available, free of charge at the SEC's website, www.sec.gov. In
addition, shareholders may obtain free copies of the documents filed with the
SEC by the companies 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 the
Company, 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.
The Company and Pamrapo are not currently engaged in a solicitation of
proxies of their respective shareholders in connection with the proposed merger.
If a proxy solicitation commences, the Company and Pamrapo, and their respective
directors and executive officers and other members of management and employees
may be deemed to participate in the solicitation of proxies in respect of the
proposed merger. Information regarding the Company's directors and executive
officers is set forth in its proxy statement for its 2009 annual meeting of
shareholders, which was filed with the SEC on March 25, 2009. Information
regarding Pamrapo's directors and executive officers is set forth in its proxy
statement for its 2009 annual meeting of shareholders, which was filed with the
SEC on March 31, 2009. Both filings are available at the SEC's website,
www.sec.gov, and may also be obtained from the companies at the addresses set
forth in the preceding paragraph or by visiting their websites at
www.bcbbancorp.com and www.pamrapo.com. Additional information regarding the
interests of these participants may be obtained by reading the joint proxy
statement/prospectus regarding the proposed merger when it becomes available.
Read the proxy statement/prospectus carefully before making a decision
concerning the merger.
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: July 22, 2009
By: /s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer