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): October 12, 2006
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.
On October 12, 2006, BCB Bancorp, Inc. ("Company") and Bayonne Community
Bank ("Bank") entered into Change in Control Agreements ("Agreements") with
executive officers Donald Mindiak, James E. Collins, Thomas M. Coughlin, Olivia
Kim and Amer Saleem. The Agreements each have a 36-month term. Each Agreement
automatically renews on its anniversary date for one additional year, unless
written notice of non-renewal is provided to the executive at least 30 days and
not more than 60 days prior to any anniversary date, in which case the Agreement
shall terminate 36 months after that anniversary date.
Under the Agreements, upon the occurrence of a change in control (as
defined below), the Company or the Bank shall pay the executive (or in the event
of his or her subsequent death, shall pay his or her estate), a cash lump sum
equal to 2.999 of the executive's "base amount" as calculated under Section 280G
of the Internal Revenue Code of 1986, as amended ("Code"); provided, however,
that such amounts shall be subject to applicable withholding taxes.
The Agreements also provide that, upon a change in control the acquirer
shall be obligated to provide health insurance coverage to the executives and
his or her dependents, at no cost to the executive, for a period of thirty-six
(36) months from the date of the change in control at a level comparable to the
health benefits provided to the executive and his or her dependents by the
Company and/or the Bank immediately prior to the change in control.
The payments due under the Agreements will be paid upon the occurrence of a
change in control, even if the executive's employment does not terminate as a
result of such change in control.
Copies of the amended Agreements are filed as Exhibits to this Report.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Shell Company Transactions. Not applicable.
(d) Exhibits.
Exhibit No. Description
Exhibit 10.1 Change in Control Agreement for Donald Mindiak
Exhibit 10.2 Change in Control Agreement for Thomas M. Coughlin
Exhibit 10.3 Change in Control Agreement for James E. Collins
Exhibit 10.4 Change in Control Agreement for Olivia Klim
Exhibit 10.5 Change in Control Agreement for 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: October 18, 2006 By: /s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer