forms8_pamsop-091310.htm
Registration No. 333-_________
 
As filed with the Securities and Exchange Commission on September 13, 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 Organization
Incorporation or Organization)
 
I.R.S. Employer Identification No.
104-110 Avenue C
Bayonne, NJ  07002
(Address of Principal Executive Offices)
 
Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan
(Full Title of the Plan)

Copies to:
Mr. Donald Mindiak
President, Chief Executive Officer, and
Chief Financial Officer
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, NJ  07002
(201) 823-0700
(Name, Address and Telephone
Number of Agent for Service)
 
Mr. Alan Schick, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, Suite 780
Washington, D.C. 20015
(202) 274-2000

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)
       

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
Securities
to be
Registered
Amount
to be
Registered(1)
 
Proposed
Maximum
Offering Price
Per Share(2)
Proposed
Maximum
Aggregate
Offering Price
Amount of
Registration
Fee
Common Stock, no par value
   13,000
(3)
$18.41
 $239,330
 $18.00
Common Stock, no par value
   15,000
(4)
$29.25
 $438,750
 $32.00
TOTALS
28,000
   
 $678,080
 $50.00

_______________________
(1)
Together with an indeterminate number of additional shares that may be necessary to adjust the number of shares reserved for issuance pursuant to the Pamrapo Bancorp, Inc. 2003 Stock-Based Incentive Plan (“Stock Plan”) as a result of a stock split, stock dividend or similar adjustment of the outstanding common stock of BCB Bancorp, Inc. (the “Company”) pursuant to 17 C.F.R. Section 230.416(a).
 
 
(2)
Determined by the exercise price of  the stock options pursuant to 17 C.F.R. Section 230.457(h)(1).
   
(3)
Represents the number of outstanding exercisable stock options issued under the Stock Plan on June 24, 2003.
   
(4)
Represents the number of outstanding exercisable stock options issued under the Stock Plan on March 24, 2004.
   

                                                                                                _______________________
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. § 230.462.


 
 

 

PART I.
 
Items 1 and 2.  Plan Information and Registrant Information and Employee Plan Annual Information
 
The documents containing the information specified in Part I and II of Form S-8 have been or will be sent or given to participants in the Stock Plan as specified by 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, 2009 (File No. 000-50275), filed with the Commission on March 30, 2010, 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 Exchange Act, 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.
 

 
 

 

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 Exhibit Number
Document
Reference to Prior Filing or Exhibit No. attached hereto
     
4
Form of Common Stock Certificate
*
5
Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation
Exhibit 5
10
Pamrapo Bancorp, Inc. 2003 Stock Incentive Plan
**
23
Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation
Contained in Exhibit 5
23
Consent of Independent Registered Public Accounting Firm
Exhibit 23.2
24
Power of Attorney
Contained on Signature Page
     
*
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.
   
**
Incorporated by reference to Annex B of the Proxy Statement filed by Pamrapo Bancorp, Inc. (File No. 000-18014) with the Securities and Exchange Commission on March 31, 2003.


 
 
 

 
 
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 Stock Plan;
 
4.           That, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’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 Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant 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 Registrant 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.
 

 
 

 

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 10th day of September, 2010.
 

    BCB BANCORP, INC.
       
       
 
By:
/s/ Donald Mindiak
 
   
Donald Mindiak
 
   
President and Chief Executive Officer
   
(Duly Authorized Representative)

POWER OF ATTORNEY

We, the undersigned directors and officers of 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 shares of common stock underlying the Stock 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
 
 
/s/ Donald Mindiak                                       
Donald Mindiak
 
Director, President and Chief Executive Officer (Principal Executive Officer)
 
 
September 10, 2010
       
/s/ Kenneth D. Walter                                       
Kenneth D. Walter
Director and Chief Financial Officer (Principal Financial Officer)
 
September 10, 2010
       
/s/ Robert Ballance 
Robert Ballance
Director
 
September 10, 2010
       
/s/ Judith Q. Bielan                                       
Judith Q. Bielan
Director
 
September 10, 2010
       
/s/ Joseph J. Brogan                                       
Joseph J. Brogan
Director
 
September 10, 2010
       
/s/ James E. Collins                                      
James E. Collins
Director
 
September 10, 2010
       
/s/ Mark D. Hogan                                       
Mark D. Hogan
Chairman of the Board
 
September 10, 2010
       
/s/ Robert A. Hughes                                       
Robert A. Hughes
Director
 
September 10, 2010
       
/s/ Joseph Lyga                                       
Joseph Lyga
Director
 
September 10, 2010
       
/s/ Alexander Pasiechnik 
Alexander Pasiechnik
Director
 
September 10, 2010
       
/s/ Joseph Tagliareni
Joseph Tagliareni
Director
 
September 10, 2010

 
 

 


EXHIBIT INDEX

Regulation S-K Exhibit Number
Document
Reference to Prior Filing or Exhibit No. attached hereto
     
4
Form of Common Stock Certificate
*
5
Opinion of Luse Gorman Pomerenk & Schick, A Professional Corporation
Exhibit 5
10
Pamrapo Bancorp, Inc. 2003 Stock Incentive Plan
**
23
Consent of Luse Gorman Pomerenk & Schick, A Professional Corporation
Contained in Exhibit 5
23
Consent of Independent Registered Public Accounting Firm
Exhibit 23.2
24
Power of Attorney
Contained on Signature Page

*
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.
   
**
Incorporated by reference to Annex B of the Proxy Statement filed by Pamrapo Bancorp, Inc. (File No. 000-18014) with the Securities and Exchange Commission on March 31, 2003.