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) November 10, 2005
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 1.01 Entry into a Material Definitive Agreement
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On November 10, 2005, BCB Bancorp, Inc. (the "Registrant") and its wholly
owned subsidiary Bayonne Community Bank, entered into Change in Control
Agreements and Executive Agreements with Donald Mindiak, the President and Chief
Executive Officer, Thomas M. Coughlin, the Chief Financial Officer and Chief
Operating Officer, James E. Collins, the Senior Lending Officer, Olivia Klim,
the Executive Vice President of Business Development and Ameer Saleem, the Vice
President of Commercial Lending.
In the event that a change in control occurs, as defined in the agreements,
any of the above named executives is entitled to receive a cash lump sum payment
up to a maximum of 2.999 times the executive's average annual compensation for
services performed for the Registrant and Bayonne Community Bank which was
includible in gross income for the most recent five taxable years ending before
the date of the change in control. Each of the agreements provides for a term of
36 months and on each anniversary date the change in control agreements
automatically renew for an additional year unless advance written notice of
non-renewal is provided to the above named executive.
The Executive Agreements between the Registrant, Bayonne Community Bank and
the above named executives provides that an executive who experiences an excess
parachute payment under Section 280G of the Internal Revenue Code because of a
change in control will receive an amount equal to the executive's tax liability
that results from the excess parachute payment.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of businesses acquired. Not Applicable.
(b) Pro forma financial information. Not Applicable.
(c) Exhibits.
The following Exhibits are attached as part of this report:
10.4 Change in Control Agreement with Donald Mindiak
10.5 Change in Control Agreement with James E. Collins
10.6 Change in Control Agreement with Thomas M. Coughlin
10.7 Change in Control Agreement with Olivia Klim
10.8 Change in Control Agreement with Amer Saleem
10.9 Executive Agreement with Donald Mindiak
10.10 Executive Agreement with James E. Collins
10.11 Executive Agreement with Thomas M. Coughlin
10.12 Executive Agreement with Olivia Klim
10.13 Executive Agreement with Amer Saleem
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: November 10, 2005 By:/s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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10.4 Change in Control Agreement with Donald Mindiak
10.5 Change in Control Agreement with James E. Collins
10.6 Change in Control Agreement with Thomas M. Coughlin
10.7 Change in Control Agreement with Olivia Klim
10.8 Change in Control Agreement with Amer Saleem
10.9 Executive Agreement with Donald Mindiak
10.10 Executive Agreement with James E. Collins
10.11 Executive Agreement with Thomas M. Coughlin
10.12 Executive Agreement with Olivia Klim
10.13 Executive Agreement with Amer Saleem