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BCBP > SEC Filings for BCBP > Form 8-K on 5-Nov-2013All Recent SEC Filings

Show all filings for BCB BANCORP INC

Form 8-K for BCB BANCORP INC


5-Nov-2013

Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws;


Item 3.02 Unregistered Sales of Equity Securities

On October 31, 2013, BCB Bancorp, Inc. closed a private placement of Series B Noncumulative Perpetual Preferred Stock, resulting in gross proceeds of $4,010,000 for 401 shares. The sale represents all of the Series B Noncumulative Perpetual Preferred Stock, and over 31% of the total issued and outstanding Noncumulative Perpetual Preferred Stock, which includes Series A Noncumulative Perpetual Preferred Stock. The purchase price was $10,000 per share. BCB Bancorp, Inc. relied on the exemption from registration with the Securities and Exchange Commission ("SEC") provided under SEC Rule 506 of Regulation D. A copy of the press release is attached hereto as Exhibit 99.1.

The Series B offering follows an offering of Series A Noncumulative Perpetual Preferred Stock on December 31, 2012, where BCB Bancorp, Inc. closed a private placement resulting in gross proceeds of $8.65 million for 865 shares. The sale represented all of the issued and outstanding preferred stock of BCB Bancorp. The purchase price was $10,000 per share. BCB Bancorp, Inc. relied on the exemption from registration with the SEC provided under SEC Rule 506 of Regulation D.



Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On October 30, 2013, BCB Bancorp, Inc. amended its Restated Certificate of Incorporation to revise Article V to amend certain terms related to the Series A 6% Noncumulative Perpetual Preferred Stock and to create a new Series B 6% Noncumulative Perpetual 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 each such series and any qualifications, limitations or restrictions thereof. Such amendment to the Restated Certificate of Incorporation was approved by the Board of Directors of BCB Bancorp, Inc. on February 20, 2013. The Certificate of Amendment 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.

Exhibit Number Description

3.1 Certificate of Amendment to the Restated Certificate of Incorporation

99.1 Press Release dated October 31, 2013

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