Registration No. 333-_________
As filed with the Securities and Exchange Commission on March 1, 2010
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BCB Bancorp, Inc.
(Exact Name of Registrant as Specified in its Charter)
New Jersey 26-0065262
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
104-110 Avenue C
Bayonne, NJ 07002
(Address of Principal Executive Offices)
BCB Community Bank 401(k) Plan
(Full Title of the Plan)
Copies to:
Mr. Donald Mindiak Mr. Alan Schick, Esq.
President, Chief Executive Officer, and Luse Gorman Pomerenk & Schick, P.C.
Chief Financial Officer 5335 Wisconsin Ave., N.W., Suite 780
BCB Bancorp, Inc. Washington, D.C. 20015
04-110 Avenue C (202)-274-2000
Bayonne, NJ 07002
(201) 823-0700
(Name, Address and Telephone
Number of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Securities Exchange Act of 1934, as
amended. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
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If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box.[X]
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered Registered(1) Per Share Offering Price Fee
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Participation Interests (1) __ __ (2)
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(1) Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
(2) Pursuant to Rule 457(h)(3) under the Securities Act of 1933, no registration
fee is required to be paid.
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This Registration Statement shall become effective upon filing in
accordance with Section 8(a) of the Securities Act of 1933 and 17 C.F.R. ss.
230.462.
2
PART I.
Items 1 and 2. Plan Information and Registrant Information and Employee Plan
Annual Information
This Registration Statement relates to the registration of an
indeterminate number of participation interests in the BCB Community Bank 401(k)
Plan (the "Plan"). Documents containing the information required by Part I of
the Registration Statement have been or will be sent or given to participants in
the Plan, as specified Rule 428(b)(1) promulgated by the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II.
Item 3. Incorporation of Documents by Reference
The following documents previously or concurrently filed with the
Commission are hereby incorporated by reference in this Registration Statement:
a) The Company's Annual Report on Form 10-K for the year ended December
31, 2008 (File No. 000-50275), filed with the Commission on March 27, 2009,
pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended;
b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, since the end of the
year covered by the Annual Report on Form 10-K referred to in (a) above; and
c) The description of the Company's common stock contained in the
Current Report on Form 8-K filed with the Commission on May 1, 2003 (File No.
000-50275).
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, as amended, after the date hereof, and prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed incorporated by reference into this Registration Statement and to be a
part thereof from the date of the filing of such documents. Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the prospectus to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement and the prospectus.
All information appearing in this Registration Statement and the
prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or therein
by reference.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
3
Item 6. Indemnification of Directors and Officers
Article VII of the Certificate of Incorporation of BCB Bancorp, Inc.
(for purposes of this Item 6, the "Corporation") sets forth circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such:
The Corporation shall indemnify its officers, directors, employees and
agents and former officers, directors, employees and agents, and any other
persons serving at the request of the Corporation as an officer, director,
employee or agent of another corporation, association, partnership, joint
venture, trust, or other enterprise, against expenses (including attorneys'
fees, judgments, fines and amounts paid in settlement) incurred in connection
with any pending or threatened action, suit, or proceeding, whether civil,
criminal, administrative or investigative, with respect to which such officer,
director, employee, agent or other person is party, or is threatened to be made
a party, to the full extent permitted by the New Jersey Business Corporation
Act. The indemnification provided herein (i) shall not be deemed exclusive of
any other right to which any person seeking indemnification may be entitled
under any by-law, agreement, or vote of shareholders of disinterested directors
or otherwise, both as to action in his or her official capacity and as to action
in any other capacity, and (ii) shall insure to the benefit of the heirs,
executors, and the administrators of any such person. The Corporation shall have
the power, but shall not be obligated, to purchase and maintain insurance on
behalf of any person or persons enumerated above against any liability asserted
against or incurred by them or any of them arising out of their status as
corporate directors, officers, employees, or agents whether or not the
Corporation would have the power to indemnify them against such liability under
the provisions of this article.
The Corporation shall, from time to time, reimburse or advance to any
person referred to in this article the funds necessary for payment of expenses,
including attorneys' fees, incurred in connection with any action, suit or
proceeding referred to in this article, upon receipt of a written undertaking by
or on behalf of such person to repay such amount(s) if a judgment or other final
adjudication adverse to the director or officer establishes that the director's
or officer's acts or omissions (i) constitute a breach of the director's or
officer's duty of loyalty to the corporation or its shareholders, (ii) were not
in good faith, (iii) involved a knowing violation of law, (iv) resulted in the
director or officer receiving an improper personal benefit, or (v) were
otherwise of such a character that New Jersey law would require that such
amount(s) be repaid.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. List of Exhibits.
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
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4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of Independent Registered Public Accounting Firm Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
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* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form 8-K (File No. 000-50275) originally filed by the Company under the
Exchange Act of 1934 with the Commission on May 1, 2003, and all
amendments or reports filed for the purpose of updating such
description.
4
Item 9. Undertakings
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
2. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof;
3. To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the Plan;
4. That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Company's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
5. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement on Form S-8 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Bayonne, state of New
Jersey, on this 26th day of February, 2010.
BCB BANCORP, INC.
By: /s/ Donald Mindiak
-----------------------------------
Donald Mindiak
President, Chief Executive Officer,
and Chief Financial Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of BCB Bancorp, Inc. (the
"Company") hereby severally constitute and appoint Donald Mindiak, as our true
and lawful attorney and agent, to do any and all things in our names in the
capacities indicated below which said Donald Mindiak may deem necessary or
advisable to enable the Company to comply with the Securities Act of 1933, and
any rules, regulations and requirements of the Securities and Exchange
Commission, in connection with the registration of participation interests under
the BCB Community Bank 401(k) Plan, including specifically, but not limited to,
power and authority to sign for us in our names in the capacities indicated
below the registration statement and any and all amendments (including
post-effective amendments) thereto; and we hereby approve, ratify and confirm
all that said Donald Mindiak shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed by the following persons in
the capacities and on the date indicated.
Signatures Title Date
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/s/ Donald Mindiak Director, President, Chief Executive February 26, 2010
------------------------------------ Officer, and Chief Financial Officer
Donald Mindiak (Principal Executive Officer)
(Principal Financial Officer)
/s/ Robert Ballance Director February 26, 2010
------------------------------------
Robert Ballance
/s/ Judith Q. Bielan Director February 26, 2010
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Judith Q. Bielan
/s/ Joseph J. Brogan Director February 26, 2010
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Joseph J. Brogan
/s/ James E. Collins Director and Senior Lending Officer February 26, 2010
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James E. Collins
/s/ Thomas M. Coughlin Director and Chief Operating Officer February 26, 2010
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Thomas M. Coughlin
/s/ Mark D. Hogan Chairman of the Board February 26, 2010
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Mark D. Hogan
/s/ Joseph Lyga Director February 26, 2010
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Joseph Lyga
/s/ Alexander Pasiechnik Director February 26, 2010
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Alexander Pasiechnik
/s/ August Pellegrini, Jr. Director February 26, 2010
------------------------------------
Dr. August Pellegrini, Jr.
/s/ Joseph Tagliareni Director February 26, 2010
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Joseph Tagliareni
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the Plan) have duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Bayonne, state of New Jersey, on this 26th day
of February, 2010.
BCB Community Bank 401(k) Plan
By: /s/ Thomas Coughlin
-----------------------------------
Thomas M. Coughlin
Title: Chief Operating Officer
EXHIBIT INDEX
Regulation S-K Reference to Prior Filing or
Exhibit Number Document Exhibit No. Attached Hereto
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4 Form of Common Stock Certificate *
5 Opinion of Luse Gorman Pomerenk & Schick, P.C. Attached as Exhibit 5
23.1 Consent of Luse Gorman Pomerenk & Schick, P.C. Contained in Exhibit 5
23.2 Consent of Independent Registered Public Accounting Firm Attached as Exhibit 23.2
24 Power of Attorney Contained on Signature Page
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* Incorporated by reference to Exhibit 4 to the Registration Statement on
Form 8-K (File No. 000-50275) originally filed by the Company under the
Exchange Act of 1934 with the Commission on May 1, 2003, and all
amendments or reports filed for the purpose of updating such
description.
Exhibit 5
OPINION OF LUSE GORMAN POMERENK & SCHICK, P.C.
LUSE GORMAN POMERENK & SCHICK
A PROFESSIONAL CORPORATION
ATTORNEYS AT LAW
5335 WISCONSIN AVENUE, N.W., SUITE 780
WASHINGTON, D.C. 20015
[OBJECT OMITTED]
TELEPHONE (202) 274-2000
FACSIMILE (202) 362-2902
www.luselaw.com
WRITER'S DIRECT DIAL NUMBER WRITER'S EMAIL
(202) 274-2000
March 1, 2010
Board of Directors
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, NJ 07002
Re: BCB Community Bank 401(k) Plan
Registration Statement on Form S-8
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Lady and Gentlemen:
You have requested the opinion of this firm as to certain matters in
connection with the registration of participation interests in the BCB Community
Bank 401(k) Plan (the "Plan").
In rendering the opinion expressed herein, we have reviewed the Charter
of BCB Bancorp, Inc. (the "Company"), the Plan, the Company's Registration
Statement on Form S-8 (the "Form S-8"), as well as applicable statutes and
regulations governing the Company. We have assumed the authenticity, accuracy
and completeness of all documents in connection with the opinion expressed
herein. We have also assumed the legal capacity and genuineness of the
signatures of persons signing all documents in connection with which the
opinions expressed herein are rendered.
Based on the foregoing, we are of the following opinion:
Upon the effectiveness of the Form S-8 and in accordance with the Plan,
the participation interests in the Plan will be legally issued, fully paid and
non-assessable and the shares of common stock, par value $0.01 per share, of the
Company that may be purchased by the Plan will, upon purchase, be legally
issued, fully paid and non-assessable.
This opinion has been prepared solely for the use of the Company in
connection with the preparation and filing of the Form S-8, and should not be
used for any other purpose or relied upon by any other person without the prior
written consent of this firm. We hereby consent to the use of this opinion in
the Form S-8.
Very truly yours,
/s/ Luse Gorman Pomerenk & Schick, P.C.
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LUSE GORMAN POMERENK & SCHICK
A Professional Corporation
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Consent of Independent Registered Public Accounting Firm
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BCB Bancorp, Inc.
Bayonne, New Jersey
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 25, 2009, relating to the
consolidated financial statements of BCB Bancorp, Inc. appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 2008.
/s/ ParenteBeard LLC
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ParenteBeard LLC
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Clark, New Jersey
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March 1, 2010
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