Registration No. 333-_________

 

As filed with the Securities and Exchange Commission on May 14, 2018

 

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)

595 Avenue C

Bayonne, NJ 07002

 

BCB Bancorp, Inc. 2018 Equity Incentive Plan

(Full Title of the Plan)

 

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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 ☒

 

 

CALCULATION OF REGISTRATION FEE

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(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 BCB Bancorp, Inc. 2018 Equity Incentive Plan (the "Equity 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) under the Securities Act of 1933, as amended (the "Securities Act").

(2)	Represents the number of shares of common stock reserved for issuance under the Equity Plan for any grants of stock options and restricted stock.

(3)	Represents the number of stock options reserved for issuance under the Equity Plan for any future grants of stock options.

(4)	Determined pursuant to 17 C.F.R. Section 230.457(h)(1) of the Securities Act.

(5)	Pursuant to 17 C.F.R. Section 230.457(h)(3) of the Securities Act, 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. § 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 of Form S-8 have been or will be sent or given to participants in the Equity Plan as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under 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:

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

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 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 or 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  inure 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.

Item 7.  Exemption From Registration Claimed.

Not applicable.

 

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*	Incorporated by reference to Exhibit 4 to the Registration Statement on Form 8-K-12g3 (Commission File No. 000-50275), originally filed by the Company under the Exchange Act with the Commission on May 1, 2003, and all amendments or reports filed for the purpose of updating such description.

**	Incorporated by reference to Appendix A to the proxy statement for the Annual Meeting of Stockholders of BCB Bancorp, Inc. (File No. 000-50275), filed by the Company under the Exchange Act on March 26, 2018.

Item 9.  Undertakings

The undersigned registrant hereby undertakes:

SIGNATURES

The Registrant.  Pursuant to the requirements of the Securities Act of 1933, as amended, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bayonne, New Jersey, on May 14, 2018.

POWER OF ATTORNEY

We, the undersigned directors and officers of BCB Bancorp, Inc. (the "Company") hereby severally constitute and appoint Thomas M. Coughlin, as our true Thomas M. Coughlin may deem necessary or advisable to enable the Company to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the registration of shares of common stock to be issued upon the exercise of stock options and the award of restricted stock under the BCB Bancorp, Inc. 2018 Equity Incentive 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 Thomas M. Coughlin shall do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act, this Registration Statement on Form S-8 has been signed by the following persons in the capacities and on the date indicated.