UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-12
BCB Bancorp, Inc.
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
_______ __, 2004
Dear Shareholder:
We cordially invite you to attend an Annual Meeting of Shareholders ("Annual
Meeting") of BCB Bancorp, Inc. (the "Company"). The Annual Meeting will be held
at the Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey, at 10:00 a.m.,
Eastern Time, on _______ __, 2004.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted. During the Annual Meeting we will also report on the
operations of the Company. Directors and officers of the Company, as well as a
representative of our independent auditors, will be present to respond to any
questions that shareholders may have.
The Annual Meeting is being held so that shareholders may vote upon the election
of directors and the ratification of the appointment of independent auditors for
the year ending December 31, 2004.
PLEASE NOTE THAT MANAGEMENT HAS CHOSEN TO USE A WHITE PROXY CARD AS IT HAS IN
THE PAST. STOCKHOLDERS SHOULD BE SURE TO VOTE MANAGEMENT'S WHITE PROXY CARD.
The Board of Directors of the Company has determined that approval of the
matters to be considered at the Annual Meeting is in the best interests of the
Company and its shareholders. For the reasons set forth in the Proxy Statement,
the Board of Directors recommends a vote "FOR" the matters to be considered.
On behalf of the Board of Directors, we urge you to sign, date and return the
enclosed proxy card as soon as possible, even if you currently plan to attend
the Annual Meeting. This will not prevent you from voting in person, but will
assure that your vote is counted if you are unable to attend the meeting. Your
vote is important, regardless of the number of shares that you own. Please sign
and return the enclosed WHITE proxy card promptly. Your cooperation is
appreciated, since a majority of the common stock must be represented, either in
person or by proxy, to constitute a quorum for the conduct of business.
Sincerely,
Mark D. Hogan
Chairman of the Board
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If you have questions or need assistance in voting your shares, please call:
GEORGESON [LOGO] SHAREHOLDER
17 State Street, 10th Floor
New York, NY 10004
(___) ___=____ (TOLL FREE)
Banks and Brokerage Firms pleas call:
(212) ___-____
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BCB Bancorp, Inc.
860 Broadway
Bayonne, New Jersey 07002
(201) 823-0700
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On _______ __, 2004
Notice is hereby given that the Annual Meeting of Shareholders (the
"Annual Meeting") of BCB Bancorp, Inc., (the "Company") will be held at the
Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey, on _______ __, 2004
at 10:00 a.m., Eastern Time.
A Proxy Card and a Proxy Statement for the Annual Meeting are enclosed.
The Annual Meeting is being held so that shareholders may vote on the
following matter:
1. The election of Directors;
2. The ratification of the appointment of Radics & Co., LLC as
independent auditors for the Company for the year ending
December 31, 2004; and
3. Such other business as may properly come before the BCB
Bancorp, Inc. Annual Meeting, or any adjournment or
postponement of the meeting.
Any action may be taken on the foregoing proposal at the Annual Meeting
on the date specified above, or on any date or dates to which the Annual Meeting
may be adjourned. Shareholders of record at the close of business on _______ __,
2004, are the shareholders entitled to vote at the Annual Meeting, and any
adjournments thereof.
EACH SHAREHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING,
IS REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD WITHOUT DELAY IN
THE ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED AT ANY TIME BEFORE IT IS EXERCISED. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE ANNUAL MEETING MAY REVOKE
HIS OR HER PROXY AND VOTE PERSONALLY ON EACH MATTER BROUGHT BEFORE THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN
ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
Mark D. Hogan
Chairman of the Board
_______ __, 2004
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES. A SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR
CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED WITHIN THE UNITED STATES.
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Proxy Statement
BCB Bancorp, Inc.
860 Broadway
Bayonne, New Jersey 07002
(201) 823-0700
ANNUAL MEETING OF SHAREHOLDERS
To be Held on _______ __, 2004
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INTRODUCTION
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This Proxy Statement is furnished in connection with the solicitation
of proxies on behalf of the Board of Directors of BCB Bancorp, Inc. (the
"Company") to be used at the Annual Meeting of Shareholders of the Company (the
"Annual Meeting"), which will be held at the Chandelier Restaurant, 1081
Broadway, Bayonne, New Jersey, on _______ __, 2004, at 10:00 a.m., Eastern Time,
and all adjournments of the Annual Meeting. The accompanying Notice of Annual
Meeting of Shareholders and this Proxy Statement are first being mailed to
shareholders on or about _______ __, 2004.
At the Annual Meeting shareholders will vote on the election of
directors of the Company, the ratification of the appointment of Radics & Co.,
LLC as independent auditors for the Company for the year ending December 31,
2004 and such other matters as may properly come before the Annual Meeting, or
any adjournments thereof. On March 5, 2004, directors Cymbor, Doria, Garelick,
Hughes, Maita, McCabe, Poesl and Tagliareni joined with others acting as a group
in filing a Beneficial Ownership Report on Schedule 13D ("Schedule 13D"). The
Schedule 13D states that the group which calls itself the Committee for Sound
Corporate Governance, beneficially owns in the aggregate 431,283 shares, or
20.3% of the Company's outstanding common stock. The Schedule 13D states that
the Committee intends to propose an alternative slate of directors for election
at the Annual Meeting of Shareholders. By letter dated March 8, 2004, Directors
Cymbor, Garelick, Poesl and Tagliareni stated that each would decline to stand
for re-election to the Board of Directors, claiming that they believed the Board
acted arbitrarily regarding its consideration of Board matters relating to
strategic alternatives and disagreeing with certain Board actions regarding the
classification and composition of the Board. The Company strongly disagrees with
the characterizations of Board actions contained in the March 8, 2004 letter and
believes that the actions undertaken to date by the Board of Directors have been
taken after deliberation and consideration of available information, and are
believed to be in the best interests of the Company and its shareholders.
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REVOCATION OF PROXIES
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Shareholders who execute proxies in the form solicited hereby retain
the right to revoke them in the manner described below. Unless so revoked, the
shares represented by such proxies will be voted at the Annual Meeting and all
adjournments thereof. Proxies solicited on behalf of the Board of Directors of
the Company will be voted in accordance with the directions given thereon. Where
no instructions are indicated, validly executed proxies will be voted "FOR" the
proposals set forth in this Proxy Statement for consideration at the Annual
Meeting.
Proxies may be revoked by sending written notice of revocation to the
Secretary of the Company, at the address of the Company shown above, the
submission of a later dated proxy or by voting in person at the Annual Meeting.
The presence at the Annual Meeting of any shareholder who had returned a proxy
shall not revoke such proxy unless the shareholder delivers his or her ballot in
person at the Annual Meeting or delivers a written revocation to the Secretary
of the Company prior to the voting of such proxy.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Holders of record of the Company Common Stock as of the close of
business on _______ __, 2004 (the "Record Date") are entitled to one vote for
each share then held. As of the Record Date, the Company had [2,296,984] shares
of Company Common Stock issued and outstanding. The presence in person or by
proxy of a majority of the outstanding shares of Company Common Stock entitled
to vote is necessary to constitute a quorum at the Annual Meeting. Directors are
elected by a plurality of votes cast. Abstentions and broker non-votes will be
counted for purposes of determining that a quorum is present.
Persons and groups who beneficially own in excess of five percent of
the Company Common Stock are required to file certain reports with the
Securities and Exchange Commission ("SEC") regarding such ownership. Other than
as set forth below, the Company is not aware of any person or group who
beneficially owned in excess of five percent of the Company Common Stock on the
Record Date.
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VOTING PROCEDURES AND METHOD OF COUNTING VOTES
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As to the election of directors, the proxy card being provided by the
Board of Directors enables a stockholder to vote "FOR" the election of the ten
nominees proposed by the Board of Directors, or to "WITHHOLD AUTHORITY" to vote
for the nominees being proposed. Under New Jersey law and the Company's
Certificate of Incorporation and Bylaws, directors are elected by a plurality of
votes cast, without regard to either broker non-votes, or proxies as to which
authority to vote for the nominees being proposed is withheld.
As to the ratification of Radics & Co., LLC as independent auditors of
the Company and the adjournment of the Annual Meeting, by checking the
appropriate box, a stockholder may: (i) vote "FOR" the item; (ii) vote "AGAINST"
the item; or (iii) "ABSTAIN" from voting on such item. Under the Company's
Certificate of Incorporation and Bylaws, the ratification of these matters shall
be determined by a majority of the votes cast, without regard to broker
non-votes, or proxies marked "ABSTAIN."
Proxies solicited hereby will be returned to the Company, and will be
tabulated by inspectors of election designated by the Board of Directors.
Regardless of the number of shares of common stock owned, it is
important that recordholders of a majority of the shares be represented by proxy
or present in person at the meeting. Stockholders are requested to vote by
completing the enclosed WHITE proxy card and returning it signed and dated in
the enclosed postage-paid envelope. Stockholders are urged to indicate their
vote in the spaces provided on the proxy card. PROXIES SOLICITED BY THE BOARD OF
DIRECTORS OF THE COMPANY WILL BE VOTED IN ACCORDANCE WITH THE DIRECTIONS GIVEN
THEREIN. WHERE NO INSTRUCTIONS ARE INDICATED, SIGNED PROXIES WILL BE VOTED "FOR"
THE ELECTION OF EACH OF THE NOMINEES FOR DIRECTORS NOMINATED BY THE COMPANY'S
NOMINATING COMMITTEE IN THIS PROXY STATEMENT AND "FOR" THE RATIFICATION OF KPMG
LLP AS INDEPENDENT AUDITORS OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER
31, 2004.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Company's Board of Directors is currently composed of 18 members.
The Board of Directors has determined to reduce the size of the Board from 18 to
10 persons effective at the Annual Meeting. Each director nominee will serve
until the Company's next annual meeting and until their respective successors
shall have been elected and qualified.
2
The table below sets forth certain information, as of _______ __, 2004,
regarding members of the Company's Board of Directors. It is intended that the
proxies solicited on behalf of the Board of Directors (other than proxies in
which the vote is withheld as to the nominee) will be voted at the Annual
Meeting for the election of the nominees identified below. If a nominee is
unable to serve, the shares represented by proxies will be voted for the
election of such substitute as the Board of Directors may recommend. At this
time, the Board of Directors knows of no reason why any of the nominees might be
unable to serve, if elected. Except as indicated herein, there are no
arrangements or understandings between the nominee and any other person pursuant
to which such nominee was selected.
Shares
Position(s) Held With Director Current Beneficially Percent of
Name the Company Age Since(2) Term Expires Owned(1) Class(1)
---- ----------- --- -------- ------------ -------- --------
DIRECTOR NOMINEES
Robert Ballance Director 45 2000 2004 41,630 1.7%
Judith Q. Bielan Director 39 2000 2004 29,691 1.2
Joseph J. Brogan Director 65 2000 2004 100,756 4.2
James E. Collins Senior Lending Officer 55 2003 2004 74,351 3.1
And Director
Mark D. Hogan Chairman 38 2000 2004 81,554 3.4
Joseph Lyga Director 44 2000 2004 31,419 1.3
Donald Mindiak President, Chief Executive 45 2000 2004 58,387 2.5
Officer and Director
Alexander Pasiechnik Director 42 2000 2004 33,628 1.4
August Pellegrini, Jr. Director 44 2000 2004 39,473 1.7
Thomas M. Coughlin Chief Financial Officer 44 2002 2004 66,677 2.8
and Director
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Olivia Klim Vice President 58 N/A N/A 8,195 *
All directors and executive
officers as a group N/A N/A N/A N/A 983,072 41.3%
(19 persons)(3)
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* Less than 1%.
(1) Includes shares underlying options that are exercisable within 60 days from
the record date.
(2) Includes service as a director of Bayonne Community Bank.
(3) Includes eight current directors who have either stated that they will not
stand for re-election or were not re-nominated to the Company's Board of
Directors by the Nominating Committee. These directors have an aggregate
beneficial ownership of 417,311 shares, or 16.7% of outstanding shares.
Assuming the Director Nominees are elected to their positions of the
Annual Meeting, they will serve until the Company's next annual meeting and
until their respective successors shall have been elected and qualified.
Biographical Information Regarding Directors and Executive Officers
Set forth below is biographical information regarding directors and
executive officers of the Company. Unless otherwise noted each director has held
the indicated position for at least five years.
Directors
Robert Ballance, 45, is a Captain with the Bayonne Fire Department and
the owner of Bob's Carpet located in Bayonne. Mr. Ballance is a director of the
Bayonne Fire Exempt Association; a member of the Bayonne Elks B.P.O.E.; and has
served as the Treasurer of Bayonne Fire Department Local #11. Mr. Ballance
attended Saint Vincent DePaul Grammar School and Marist High School in Bayonne.
Judith Q. Bielan, Esq., 39, is an attorney who has practiced law for
fourteen years. Ms. Bielan currently owns her own law firm, Bielan, Siminski &
Associates, P.C., which she formed in 1996. Ms. Bielan was a partner with
Cavanaugh and Bielan, P.C. from 1993 to 1996, and associated with the firm of
Schumann, Hanlon, O'Connor and McCrossin from 1989 to 1993. She is a member of
3
the New York and New Jersey State Bars as well as the Treasurer for the Hudson
County Bar Association. Ms. Bielan serves on the Hudson County Bar Association's
Family Law Committee and is a member of the Hudson County Inns of Court. Ms.
Bielan is a Board member of Women Rising and serves on the Advisory Board for
Holy Family Academy. Ms. Bielan is a lifetime resident of Bayonne having
attended Saint Mary's, Our Lady Star of the Sea Elementary School and Holy
Family Academy. In addition, she holds degrees from Montclair State College and
Seton Hall Law School.
Joseph Brogan, 65, has forty years of experience in the insurance
industry and is the founder of Brogan Insurance located in Bayonne. Mr. Brogan
is the former head of the State Farm Agents Association and is a current member
of the Knights of Columbus and the Fraternal Order of Elks. Mr. Brogan attended
Saint Aloysius Grammar School, in Jersey City, and Seton Hall Preparatory
School, has received a B.S. from Saint Peter's College and attended graduate
school at Fordham and Jersey City State College.
James E. Collins, 55, is Senior Lending Officer of Bayonne Community
Bank (the "Bank"), and has worked in the banking industry since 1972. He is the
former Vice President of Lending at First Savings Bank of New Jersey and served
as that bank's Community Reinvestment Officer and as a member of the Budget,
Asset and Liability, Asset Classification and Loan Committees. In addition, Mr.
Collins has served as Treasurer of the Bayonne Chamber of Commerce 6, as the
past President of Ireland's 32 and as citywide director for Bayonne's C.Y.O.
Sports Programs. Currently, Mr. Collins serves as a Director for Windmill
Alliance, Inc. Mr. Collins attended St. Mary's, Our Lady Star of the Sea
Elementary School and Marist High School, received a B.S. from St. Peter's
College and attended graduate school at the Institute for Financial Education.
Mr. Collins is a certified Real Estate Appraiser and a member of the Review
Appraisers Association.
Thomas M. Coughlin, 44, is Chief Operating Officer and Chief Financial
Officer of the Bank, and has been employed in the banking industry for nineteen
years. Mr. Coughlin was formerly Vice President of Chatham Savings Bank and,
prior to that, Controller and Corporate Secretary of the First Savings Bank of
New Jersey. While at First Savings Bank of New Jersey, Mr. Coughlin served in
various capacities on several executive managerial committees, including, but
not limited to, the Budget, Asset/Liability and Loan Review Committees. Mr.
Coughlin, who received his CPA designation in 1982, is the past President of the
American Heart Association and has served as Trustee of D.A.R.E. and the Bayonne
P.A.L. Mr. Coughlin attended Saint Vincent DePaul Grammar School and Bayonne
High School, and received a B.S. degree from Saint Peter's College.
Donald S. Cymbor, 60, has been the owner and manager of Bayonne
Memorial Home since 1973 and the owner and director of William Kohoot Funeral
Home since 1989. Mr. Cymbor is the past President of the New Jersey State
Funeral Directors Association, the Hudson County Funeral Directors Association
and the Bayonne Rotary Club. In addition, Mr. Cymbor is Treasurer and a member
of the Board of Directors of the Bayonne Economic Development Corporation and
Treasurer of the County Corkmans Association. Mr. Cymbor attended Queen of Peace
High School and graduated from the American Academy - McAllister Institute of
Funeral Service. Mr. Cymbor has stated that he will not stand for reelection to
the Company's Board of Directors.
Robert G. Doria, C.P.A., 52, is a partner in the firm of Donohue,
Gironda & Doria, Certified Public Accountants. Mr. Doria is a member of the
American Institute of Certified Public Accountants, past President and Director
of the Hudson County Chapter of Certified Public Accountants and a member of the
New York and New Jersey Societies of Certified Public Accountants. Additionally,
he has lectured and published in the area of electronic data processing auditing
and taught financial accounting and auditing as an adjunct professor at Kean
College and New Jersey City University. Mr. Doria is a Certified Tax Assessor
having been appointed by the Governor of New Jersey to serve as a commissioner
and is currently the President of the Hudson County Board of Taxation. Mr. Doria
has also been involved in the following professional and community activities:
President of the Bayonne Chamber of Commerce since 1994; Chairman of the Bayonne
Urban Enterprise Zone Corporation; past President of Bayonne Economic
Development Corporation; former Chairman of the City Improvement Committee; and
former member of the Hudson County Private Industry Council (PIC); former
Trustee of Hudson County Community College, Chairman of the Finance Committee
and member of the Board of School Estimates; past President of the Bayonne
Chapter of UNICO National; charter member of the 200 Club of Hudson County; and
charter member of the Order of the Sons of Italy - Rev. Dominick Delmonte Lodge.
Mr. Doria attended Our Lady of Assumption Grammar School and, Marist High
School, and received a B.A. degree from Saint Peter's College. Mr. Doria was not
re-nominated to the Company's Board of Directors by the Nominating Committee.
4
Phyllis Wasserman Garelick, 61, currently retired, was the former
supervisor of Guidance Services for the Elizabeth Board of Education and had
thirty-three years of experience in education. Mrs. Garelick is the past
President of the Bayonne Jewish Community Center and a member of ORT, Temple
Beth Am and numerous other organizations in addition to the Simpson-Baber
Foundation for the Autistic, the Bayonne Hospital Foundation, and the National
Council of Christians and Jews. Mrs. Garelick is Vice President of the Bayonne
Board of Education and a member of the Board of School Estimate. Mrs. Garelick
attended P.S. #3 and Bayonne High School, and holds B.A. and M.A. degrees from
Jersey City State College. Mrs. Garelick has stated that she will not stand for
reelection to the Company's Board of Directors.
Mark D. Hogan, C.P.A., 38, is a sole practitioner with an office
located in Bayonne. In addition, Mr. Hogan is a registered representative
providing financial planning for his clientele. Mr. Hogan has achieved the
following licenses and designations: NASD Series 7, 24 and 63, New Jersey Life
and Health Insurance broker, New Jersey Property and Casualty Insurance broker.
Prior to his C.P.A. practice, Mr. Hogan co-founded The Corner Office, a retail
office supply dealer, located in Bayonne, where he held the position of
President and Chief Executive Officer. Mr. Hogan attended Saint Peter's
Preparatory School and received a B.S. degree from Pace University. He is a
member of the New Jersey Society of Certified Public Accountants. Mr. Hogan
serves as the Chairman of the Board of Directors of the Company.
John J. Hughes, 58, is engaged in the practice of law with Hughes &
Finnerty, P.C. He has been in private practice in Bayonne since 1974.
Previously, he served as an Assistant Prosecutor with the Hudson County
Prosecutor's Office. Mr. Hughes is a former Council President of the Bayonne
Council, Boy Scouts of America, and serves as Council Commissioner for the
Northern New Jersey Council, Boy Scouts of America. He is a former member of the
St. Vincent's Parish Council and presently serves as a member of the Parish
Finance Committee. He is a Trustee of the Bayonne Scout Endowment and a member
of the Knights of Columbus, Our Lady Star of the Sea, Council 371. Mr. Hughes
attended St. Henry's Grammar School and St. Peter's Prep. He received a B.A.
degree from the University of Notre Dame and his J.D. from Seton Hall
University. Mr. Hughes was not re-nominated to the Company's Board of Directors
by the Nominating Committee.
Joseph Lyga, 44, has served on the Bayonne Fire Department for eighteen
years, having achieved the rank of Fire Captain. In addition, Mr. Lyga has been
a self-employed contractor for the last eighteen years. Mr. Lyga has served as
President and Secretary/State Delegate of the Bayonne Fire Department Local #211
and has served as President, Vice President, Secretary and Treasurer of the
Bayonne Fire Department Local #11. Mr. Lyga is also a member of the Sicilian
Citizens Club and the Friends of Nick Capodice. Mr. Lyga attended Saint Mary's,
Our Lady Star of the Sea Elementary School, Marist High School and Jersey City
State College.
Dr. Gary Maita, 47, a general dentist, is a partner in the South Hudson
Dental Group. Dr. Maita was formerly a Trustee of the Bayonne Board of Education
and has, since 1997, held the position of President of the Bayonne Board of
Education. Dr. Maita is the Vice President of the Bayonne Scout Endowment, past
President of the Bayonne Rotary Club, and a member of the Bayonne Chapter of
UNICO National. Dr. Maita attended Our Lady of Assumption Grammar School and
Marist High School, and received his B.A. degree from Richard Stockton State
College, and D.D.M. from New Jersey Dental School. Dr. Maita was not
re-nominated to the Company's Board of Directors by the Nominating Committee.
H. Mickey McCabe, 57, is Founder and President of McCabe Ambulance
Service and McCabe Institute of Emergency Preparedness, both located in Bayonne.
Mr. McCabe is the past President of the Bayonne Uptown Merchants Association;
the past Vice President of the Bayonne Chamber of Commerce; the current
President of Bayonne Economic Development Corp.; a founding member of the
Bayonne Saint Patrick's Parade Committee; Founder and past Chairman of the
Bayonne Neighborhood Watch; Founder and past President of the Bayonne Chapter of
the American Heart Association; Founder and Chairman of the Bayonne Police
Bulletproof Vest Fund; Treasurer of the Bayonne Police D.A.R.E. Program;
President of the Medical Transportation Association of New Jersey; and Vice
Chairman of the New Jersey State EMS Council. Mr. McCabe attended Horace Mann
Grammar School and Bayonne High School, and received a B.S. degree from Saint
Peter's College. Mr. McCabe was not re-nominated to the Company's Board of
Directors by the Nominating Committee.
5
Donald Mindiak, 45, has been employed in the banking industry for over
twenty-five years and has been President and Chief Executive Officer of the Bank
since October 1999. Most recently he was employed by Summit Bank as a Manager of
Strategic Planning and Support. Prior to his employment at Summit Bank, Mr.
Mindiak was employed at First Savings Bank of New Jersey in Bayonne. During his
tenure at First Savings Bank of New Jersey, he served as Treasurer and prior to
that position as Controller of the bank. Mr. Mindiak served as an active member
of the Asset/Liability, Budget, Investment and Rate Setting Committees while at
First Savings Bank of New Jersey and was the former Chairman of the Asset
Classification Committee. Mr. Mindiak has been a member of several trade
organizations including: the Community Bankers Association, the Hudson County
Savings League, the New Jersey Savings League and the American Community Bankers
Association. In addition, Mr. Mindiak serves as the Treasurer of the Bayonne
Medical Center Foundation Board. Mr. Mindiak received a B.A. degree from
Rutgers, Newark College of Arts and Sciences and an M.B.A. degree from Fairleigh
Dickinson University.
Alexander Pasiechnik, 42, is President and Chief Executive Officer of
Victoria T.V. Sales and Appliances. Mr. Pasiechnik was born in Bayonne and
attended Saint Mary's, Our Lady Star of the Sea Elementary School, Marist High
School, and Saint Peter's College.
Dr. August Pellegrini, Jr., 44, has practiced general dentistry in
Bayonne for eighteen years and is currently the Vice President of the New Jersey
Dental Association. Dr. Pellegrini is a past President of the Hudson County
Dental Society and currently sits on the Board of Trustees of the New Jersey
Dental Association where he represents Hudson County. Dr. Pellegrini is also a
Hudson County delegate to the New Jersey Dental Association House of Delegates,
and is a past member of the Board of Trustees of the New Jersey Foundation of
Dentistry for Persons with Disabilities. Dr. Pellegrini is a faculty member at
UMDNJ, New Jersey Dental School, in the Department of General and Hospital
Dentistry. Dr. Pellegrini is also a member of the Knights of Columbus. Dr.
Pellegrini attended Horace Mann Grammar School, Marist High School, Rutgers
College and Temple University School of Dentistry.
Kenneth R. Poesl, 53, is the president and owner of Ken's Marine
Service, an environmental remediation company founded in 1977. Mr. Poesl is a
member of various trade associations, including the Spill Control Association of
America, Maritime Association of the Port of NY/NJ, and the International Tank
Terminal Association. Mr. Poesl is a member of the United States Coast Guard
Area Planning Committee for the Port of New York, and has designed and
implemented a pollution prevention strategy for various Environmentally
Sensitive Areas in the Port of New York. Mr. Poesl has served on the executive
board of the Boy Scouts of America Hudson Liberty Council; the Board of Trustees
for the Bayonne Healthcare Foundation; and is a council member of the Grace
Lutheran Church, Bayonne, New Jersey. He is also a trustee of the Bayonne Scout
Endowment. Mr. Poesl attended Mary Jane Donohue Grammar School, Bayonne High
School and the Seaman's Institute, Manhattan, and holds a Masters Captain's
License. Mr. Poesl has stated that he will not stand for reelection to the
Company's Board of Directors.
Joseph Tagliareni, 49, is the President and Chief Executive Officer of J &
J Printing, located in Bayonne, and has over twenty-nine years of printing
experience. Mr. Tagliareni is a member of many civic organizations including:
the Bayonne Chapter of UNICO National, the Knights of Columbus, New Era Civic
Club, the United Christians and Jews Association, the Bayonne Chamber of
Commerce, the Hometown Fair Committee, and the Chandelier Golf Committee. Mr.
Tagliareni is the Treasurer and a board member of the Bayonne Family YMCA and
serves on the school board of Saint Mary's, Our Lady Star of the Sea Elementary
School. Mr. Tagliareni is a committeeman for the First Ward in Bayonne. Mr.
Tagliareni attended Lincoln School and Bayonne High School. Mr. Tagliareni has
stated that he will not stand for reelection to the Company's Board of
Directors.
Executive Officers who are not Directors
The following is biographical information regarding executive officers
of the Company or the Bank who are not also directors. Unless otherwise noted
each officer has held the indicated position for at least five years.
Olivia M. Klim, 58, has been has been employed in the banking industry
for over thirty-seven years and is currently Vice President of Business
Development of the Bank. Prior to joining the Bank in October 2000. Mrs. Klim
was employed by First Savings Bank of New Jersey, a division of Richmond County
Financial as a Business Development Officer, responsible for the business
development and operational functions at their four offices in Bayonne, New
Jersey. Mrs. Klim's responsibilities included developing both a deposit and
financing relationship with commercial clients, and to that end increased
6
commercial financing opportunities by over $40 million during her tenure. Prior
to her employment at First Savings, Mrs. Klim was employed at First Fidelity
Bank as a Branch Administrator. During her years of employment at First
Fidelity, Mrs. Klim was responsible for the overall administrative function of
$37 million branch facility while developing and cultivating commercial and
consumer clientele. Mrs. Klim is a Commissioner of the Bayonne Municipal
Utilities authority, and serves in various capacities for the local Chapter of
the Deborah Foundation, the College Opportunity Program, the American Institute
of Banking for Women, and the Bayonne Bullet Proof Vest Funding Campaign.
Further, Mrs. Klim serves on the Loan Review Committee for the Bayonne Economic
Development Corporation. Mrs. Klim is a graduate of the Bayonne School system
and attended St. Peter's College, and the Cohen & Brown School for Sales &
Investments.
Board Independence
The Board has determined that, except as to Messrs. Coughlin, Collins
and Mindiak, each member of the Board is an "independent director" within the
meaning of the Nasdaq corporate governance listing standards. Messrs. Coughlin
and Mindiak are not considered independent because they are executive officers
of the Company. Mr. Collins is not considered independent because he was an
executive officer of a company acquired by the Company in January 2003.
Meetings and Committees of the Board of Directors
The Company became the parent holding company of the Bank on May 1,
2003. The Company's Board of Directors meets on a monthly basis and may hold
additional special meetings. During the year ended December 31, 2003, our board
of directors held six regular meetings and three special meetings, and no
director attended fewer than 75% of such meetings. The Company's Committees
include an Asset/Liability Management Committee, an Audit Committee, a Loan
Committee, an Investment Committee and a Budget Committee. The Company's full
board acts as the nominating and compensation committee.
In 2003 the Company's audit committee consisted of Directors
Pellegrini, Doria, McCabe, Bielan and Cymbor, all of whom are nonemployee
directors. The Audit Committee meets with the internal auditor to review audit
programs and the results of audits of specific areas as well as other regulatory
compliance issues. The Company's Audit Committee met five times during the year
ended December 31, 2003.
Until his resignation in February 2004, Mr. Doria was a member of the
Audit Committee and was designated as the Audit Committee's financial expert
pursuant to guidelines specified in Sarbanes-Oxley. (For a discussion of his
qualification, please refer to the section titled Biographical Information
Regarding Directors and Executive Officers beginning on page __).
The Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee, which was
established in March 2004, consists of directors Ballance, Lyga and Pellegrini.
Each member of the Nominating and Corporate Governance Committee is considered
"independent" as defined in the Nasdaq corporate governance listing standards.
The Company's Board of Directors has adopted a written charter for the
Committee, which is attached hereto as Appendix A. The full Board of Directors,
acting as a nominating committee, met one time during 2003.
The functions of the Nominating and Corporate Governance Committee include the
following:
o to lead the search for individuals qualified to become members
of the Board and to select director nominees to be presented
for stockholder approval;
o to review and monitor compliance with the requirements for
board independence;
o to review the committee structure and make recommendations to
the Board regarding committee membership;
7
o to develop and recommend to the Board for its approval a set
of corporate governance guidelines; and
o to develop and recommend to the Board for its approval a
self-evaluation process for the Board and its committees.
The Nominating and Corporate Governance Committee identifies nominees
by first evaluating the current members of the Board of Directors willing to
continue in service. Current members of the Board with skills and experience
that are relevant to the Company's business and who are willing to continue in
service are first considered for re-nomination, balancing the value of
continuity of service by existing members of the Board with that of obtaining a
new perspective. If any member of the Board does not wish to continue in
service, or if the Committee or the Board decides not to re-nominate a member
for re-election, or if the size of the Board is increased, the Committee would
solicit suggestions for director candidates from all Board members. In addition,
the Committee is authorized by its charter to engage a third party to assist in
the identification of director nominees. The Nominating and Corporate Governance
Committee would seek to identify a candidate who at a minimum satisfies the
following criteria:
o has the highest personal and professional ethics and integrity
and whose values are compatible with the Company's;
o has had experiences and achievements that have given them the
ability to exercise and develop good business judgment;
o is willing to devote the necessary time to the work of the
Board and its committees, which includes being available for
Board and committee meetings
o is familiar with the communities in which the Company operates
and/or is actively engaged in community activities;
o is involved in other activities or interests that do not
create a conflict with their responsibilities to the Company
and its stockholders; and
o has the capacity and desire to represent the balanced, best
interests of the stockholders of the Company as a group, and
not primarily a special interest group or constituency.
The Nominating and Corporate Governance Committee will also take into
account whether a candidate satisfies the criteria for "independence" under the
Rules of the NASD, and if a nominee is sought for service on the audit
committee, the financial and accounting expertise of a candidate, including
whether an individual qualifies as an audit committee financial expert.
Procedures for the Nomination of Directors by Shareholders
The Board has adopted procedures for the submission of director
nominees by stockholders. If a determination is made that an additional
candidate is needed for the Board, the Nominating and Corporate Governance
Committee will consider candidates submitted by the Company's stockholders.
Stockholders can submit qualified the names of candidates for Director by
writing to our Corporate Secretary, at 104-110 Avenue C, Bayonne, New Jersey
07002. The Chairman of the Board must receive a submission not less than ninety
(90) days prior to the date of the Company's proxy materials for the preceding
year's annual meeting. If the date of the annual meeting is
8
advanced more than thirty (30) days prior to or delayed by more than thirty (30)
days after the anniversary of the preceding year's annual meeting, the
stockholder's suggestion must be so delivered not later than the close of
business on the tenth day following the day on which public announcement of the
date of such annual meeting is first made. The submission must include the
following information:
o the name and address of the stockholder as they appear on the
Company's books, and number of shares of the Company's common
stock that are owned beneficially by such stockholder (if the
stockholder is not a holder of record, appropriate evidence of
the stockholder's ownership will be required);
o the name, address and contact information for the candidate,
and the number of shares of common stock of the Company that
are owned by the candidate (if the candidate is not a holder
of record, appropriate evidence of the stockholder's ownership
should be provided);
o a statement of the candidate's business and educational
experience;
o such other information regarding the candidate as would be
required to be included in the proxy statement pursuant to SEC
Regulation 14A;
o a statement detailing any relationship between the candidate
and the Company;
o a statement detailing any relationship between the candidate
and any customer, supplier or competitor of the Company;
o detailed information about any relationship or understanding
between the proposing stockholder and the candidate; and
o a statement that the candidate is willing to be considered and
willing to serve as a Director if nominated and elected.
A nomination submitted by a stockholder for presentation by the
stockholder at an annual meeting of stockholders must comply with the procedural
and informational requirements described in "Advance Notice Of Business To Be
Conducted at an Annual Meeting."
Stockholder Communications with the Board
A stockholder of the Company who wants to communicate with the Board or
with any individual Director can write to the President and Chief Executive
Officer of the Company, 104-110 Avenue C, Bayonne, New Jersey 07002, Attention:
Board Administration. The letter should indicate that the author is a
stockholder and if shares are not held of record, should include appropriate
evidence of stock ownership. Depending on the subject matter, management will:
o forward the communication to the Director or Directors to whom
it is addressed;
o attempt to handle the inquiry directly, for example where it
is a request for information about the company or it is a
stock-related matter; or
o not forward the communication if it is primarily commercial in
nature, relates to an improper or irrelevant topic, or is
unduly hostile, threatening, illegal or otherwise
inappropriate.
At each Board meeting, management shall present a summary of all
communications received since the last meeting that were not forwarded and makes
those communications available to the Directors.
9
Code of Ethics
The Company has adopted a code of ethics that is applicable to the
officers, directors and employees of the Company, including the Company's
principal executive officer, principal financial officer, principal accounting
officer or controller, or persons performing similar functions.
The Audit Committee
In 2003 the Audit Committee consisted of directors Bielan, Cymbor,
Doria, McCabe and Pellegrini. Mr. Doria resigned from the Audit Committee in
February 2004 and the Audit Committee was reconstituted in March 2004 to consist
of Directors Hogan, Bielan, Brogan and Pellegrini. Each current member of the
Audit Committee is considered "independent" as defined in the Nasdaq corporate
governance listing standards and under SEC Rule 10A-3. The duties and
responsibilities of the Audit Committee include, among other things:
o retaining, overseeing and evaluating a firm of independent
certified public accountants to audit the annual financial
statements;
o in consultation with the independent auditors and the internal
auditor, reviewing the integrity of the Company's financial
reporting processes, both internal and external;
o approving the scope of the audit in advance;
o reviewing the financial statements and the audit report with
management and the independent auditors;
o considering whether the provision by the external auditors of
services not related to the annual audit and quarterly reviews
is consistent with maintaining the auditor's independence;
o reviewing earnings and financial releases and quarterly
reports filed with the SEC;
o consulting with the internal audit staff and reviewing
management's administration of the system of internal
accounting controls;
o approving all engagements for audit and non-audit services by
the independent auditors; and
o reviewing the adequacy of the audit committee charter.
The Audit Committee met five times during 2003. The Audit Committee
reports to the Board on its activities and findings. The Board of Directors
believes that Mr. Hogan qualifies as an "audit committee financial expert" as
that term is used in the rules and regulations of the SEC.
Audit Committee Report
In accordance with SEC regulations, the Audit Committee has prepared
the following report. The Board of Directors has adopted a written charter for
the Audit Committee.
As part of its ongoing activities, the Audit Committee has:
o Reviewed and discussed with management the Company's audited
consolidated financial statements for the year ended December
31, 2003;
o Discussed with the independent auditors the matters required
to be discussed by Statement on Auditing Standards No. 61,
Communications with Audit Committees, as amended; and
10
o Received the written disclosures and the letter from the
independent auditors required by Independence Standards Board
Standard No. 1, Independence Discussions with Audit
Committees, and has discussed with the independent auditors
their independence.
Based on the review and discussions referred to above, the Audit
Committee recommended to the Board of Directors that the audited consolidated
financial statements be included in the Company's Annual Report on Form 10-K for
the year ended December 31, 2003.
This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this proxy statement into any
filing under the Securities Act of 1933, as amended, or the Securities Exchange
Act of 1934, as amended, except to the extent that the Company specifically
incorporates this information by reference, and shall not otherwise be deemed
filed under such Acts.
The Audit Committee:
Mark D. Hogan, (Chairman)
Judith Q. Beilan
Joseph Brogan
Dr, August Pelligrini, Jr.
The Audit Committee has approved a list of procedures for the
engagement of outside auditors to perform non-audit tasks. The following
services cannot be provided by the auditor: financial information systems design
and implementation; internal audit outsourcing; appraisal or valuation services,
fairness opinions, and contribution in kind reports; management functions or
human resources; bookkeeping; broker or dealer or investment banking services;
legal services unrelated to the audit; actuarial services; and services
determined by the Audit Committee to be impermissible. All permissible non-audit
services must be pre-approved by the Audit Committee. The authority to approve
audit and non-audit services may be delegated by the committee to one or more of
its members, provided that any delegated approvals must be reported to the full
Audit Committee and all approvals of non-audit services will be disclosed in the
Company's periodic reports.
The Company's Audit Committee charter is attached hereto as Appendix B.
Director Compensation
During the year ended December 31, 2003, the Company paid no board fees
but the Bank's Board of Directors received fees totaling $214,900. Each
non-employee director received $15,350 in director's fees during 2003. Directors
Coughlin, Mindiak and Collins, as members of executive management, do not
receive directors' fees.
Section 16(a) Beneficial Ownership Reporting Compliance
The Company's Common Stock is registered pursuant to Section 12(g) of
the Exchange Act. Prior to completion of Bayonne Community Bank's holding
company formation, executive officers and directors of the Company and
beneficial owners of greater than 10% of the Company Common Stock ("10%
beneficial owners") filed reports with the FDIC disclosing beneficial ownership
and changes in beneficial ownership of Company Common Stock. Upon completion of
the holding company formation executive officers, directors and 10% beneficial
owners were required to file beneficial ownership reports with the SEC. SEC
rules require disclosure in the Company's Proxy Statement and Annual Report on
Form 10-K of the failure of an executive officer, director or 10% beneficial
owner to file such forms on a timely basis. Directors and executive officers
failed to file Forms 4 to report the grant of options in July 2003. Such option
grants were included in the Beneficial Ownership forms filed on Form 5 for
directors and executive officers of the Bank who became directors or executive
officers of the Company. Directors Hughes and Collins, who were not directors of
the Bank, failed to file their Forms 3 timely as result of administrative error.
11
Executive Compensation
Summary Compensation Table. The following table provides information
about the compensation paid for the years ended December 31, 2003, December 31,
2002, and December 31, 2001 to our Chief Executive Officer (the "Named Executive
Officer"). No other officer's total annual salary and bonus for the year ended
December 31, 2003 totaled $100,000 or more.
Long-Term
Annual Compensation (1) Compensation
Awards
Name and Year Other Annual Restricted Options/ All Other
Ended Salary Compensation Stock SARS Compensation
Principal Position 12/31 ($)(1) Bonus ($) ($)(2) Awards ($) (#) ($)
------------------------ ------- ---------- --------- ------------- ----------- ------- ---------------
Donald Mindiak 2003 $ 125,000 $ 62,500 $ -- $ -- 11,663 $ --
President, Chief 2002 92,500 40,000 -- -- 12,100 --
Executive Officer and 2001 85,000 25,000 -- -- -- --
Director
James E. Collins 2003 $ 92,500 $ 46,250 $ -- $ -- 12,561 $ --
Senior Lending Officer 2002 72,500 25,000 -- -- 12,100 --
2001 65,000 10,000 -- -- -- --
Thomas M. Coughlin 2003 $ 92,500 $ 46,250 $ -- $ -- 12,130 $ --
Chief Financial Officer 2002 72,500 25,000 -- -- 12,100 --
and Chief Operating 2001 65,000 10,000 -- -- -- --
Officer
Olivia Klim 2003 $ 92,500 $ 46,250 $ -- $ -- -- $ --
Executive Vice President 2002 72,500 25,000 -- -- 12,100 --
- Business Development 2001 65,000 10,000 -- -- -- --
Amer Saleem 2003 $ 77,500 $ 38,750 $ -- $ -- 410 $ --
Vice President - 2002 70,000 5,000 -- -- 1,210 --
Commercial Lending 2001 -- -- -- -- -- --
----------------------
(1) Includes amounts deferred at the election of the executive under the
Company's 401(k) plan.
(2) Does not include perquisites and personal benefits, the aggregate amount of
which does not exceed the lesser of $50,000 or 10% of the total salary and
bonus reported.
Compensation Committee Interlocks and Insider Participation. During the
fiscal year ended December 31, 2003, the Compensation Committee, which consisted
of Robert Ballance, Joseph Brogan, Phyllis Garelick, Mark D. Hogan, Joseph Lyga
and Gary Maita, met to review the performance of the executive officers and
determine compensation programs and adjustments. Messrs. Mindiak and Coughlin do
not participate in the Board of Director's determination of their respective
compensation as executive officers.
Report of the Compensation Committee on Executive Compensation. The
Compensation Committee evaluates the performance of the Chief Executive Officer
and other executive officers, and reviews and approves increases to base
compensation as well as the level of bonus, if any, to be awarded. The
Compensation Committee also approves any perquisites payable to such officers.
In addition, the Compensation Committee determines the budget for salaries for
other executive officers, and reviews the report of the Chief Executive Officer
regarding the allocation of compensation of such other officers. In determining
whether the base salary of the Chief Executive Officer and other executive
officers should be increased, the budget for other executive officers and
whether to approve the Chief Executive Officer's allocation of such amounts, the
Compensation Committee takes into account individual performance and information
regarding compensation paid to executives performing similar duties for
financial institutions in the Company's market area. The Compensation Committee
uses a peer comparison employing at least two published compensation surveys in
determining the salary and benefits of the Chief Executive Officer.
While the Compensation Committee does not use strict numerical formulas
to determine changes in compensation for the Chief Executive Officer and other
executive officers, it weighs a variety of different factors in its
deliberations. Factors considered by the Committee in fiscal 2003 included
operating performance, general management oversight of the Company, the quality
of communication with the Board of Directors, and the productivity of employees.
Finally, the Committee considered the standing of the Company with customers and
the community, as evidenced by the level of customer/community complaints and
compliments. While each of the
12
quantitative and nonquantitative factors described above was considered by the
Committee, such factors were not assigned a specific weight in evaluating the
performance of each of the Company's executive officers. Rather, all factors
were considered, and based upon the effectiveness of such officers in addressing
each of the factors, as well as the lack of inflation generally, and the range
of compensation paid to officers of peer institutions.
This report has been provided by the Compensation Committee: Robert
Ballance, Joseph Brogan, Phyllis Garelick, Mark Hogan, Joseph Lyga and Gary
Maita.
Evaluation of disclosure controls and procedures
The Company has adopted controls and other procedures which are
designed to ensure that information required to be disclosed in this Proxy
Statement and other reports filed with the SEC is recorded, processed,
summarized and reported within time periods specified by the SEC. Under the
supervision and with the participation of our management, including our Chief
Executive Officer and Chief Financial Officer, we evaluated the effectiveness of
the design and operation of our disclosure controls and procedures as of the end
of the fiscal year (the "Evaluation Date"). Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer concluded that, as of the
Evaluation Date, our disclosure controls and procedures were effective in timely
alerting them to the material information relating to us (or our consolidated
subsidiaries) required to be included in this Proxy Statement.
Related Party Transactions
The Company leases its headquarters from a limited liability company
owned by all Directors and executive officers other than Mr. Mindiak. The
negotiations with respect to the lease were conducted at arms-length and the
Board of Directors of the Company believes that the terms and conditions of the
lease are comparable to terms that would have been available from a third party
that was unaffiliated with the Company. Payments under the lease currently total
$9,270 per month. The Company paid approximately $89,900 for printing services
provided by a company of which Director Tagliareni is the president.
Other than as described in the preceding paragraph, no Directors,
executive officers or immediate family members of such individuals have engaged
in transactions with the Company involving more than $60,000 (other than through
a loan) during the preceding year. In addition, no Directors, executive officers
or immediate family members of such individuals were involved in loans from the
Company involving more than $60,000 which were not made in the ordinary course
of business and on substantially the same terms and conditions, including
interest rate and collateral, as those of comparable transactions prevailing at
the time with other persons, and do not include more than the normal risk of
collectability or present other unfavorable features.
Section 402 of the Sarbanes-Oxley Act of 2002 generally prohibits an
issuer from: (1) extending or maintaining credit; (2) arranging for the
extension of credit; or (3) renewing an extension of credit in the form of a
personal loan for an officer or director. There are several exceptions to this
general prohibition, one of which is applicable to the Company. Sarbanes-Oxley
does not apply to loans made by a depository institution that is insured by the
FDIC and is subject to the insider lending restrictions of the Federal Reserve
Act. All loans to the Company's directors and officers are made in conformity
with the Federal Reserve Act regulations.
Benefit Plans
2003 Stock Option Plan. During the year ended December 31, 2003, the
Company adopted, and the stockholders approved, the 2003 Stock Option Plan. The
2003 Stock Option Plan provided for the grant of options to purchase 229,702
shares of common stock, adjusted for the stock dividend. Pursuant to the 2003
Stock Option Plan, options to purchase shares of Common Stock were each granted
to each director at an exercise price of $14.59 per share, the fair market value
of the underlying shares on the date of the award (as adjusted for the stock
dividend). The term of the options is ten years from the date of grant, and the
number of shares subject to awards will be adjusted in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination or exchange of shares or other change in the corporate structure of
the Company. The stock options granted vested 20% upon grant and at the annual
rate of 20% per year thereafter. To the extent described below, the awards
include an equal number of reload options ("Reload Options"), limited stock
appreciation rights ("Limited
13
Rights") and dividend equivalent rights ("Dividend Equivalent Rights"). A
Limited Right gives the option holder the right, upon a change in control of the
Company, to receive the excess of the market value of the shares represented by
the Limited Rights on the date exercised over the exercise price. The Limited
Rights are subject to the same terms and conditions as the stock options.
Payment upon exercise of Limited Rights will be in cash, or in the event of a
merger transaction, for shares of the acquiring corporation or its parent, as
applicable. Limited Rights have been granted to employees only. The Dividend
Equivalent Rights entitle the option holder to receive an amount of cash at the
time that certain extraordinary dividends are declared equal to the amount of
the extraordinary dividend multiplied by the number of options that the person
holds. For these purposes, an extraordinary dividend is defined as any dividend
where the rate of dividend exceeds the Company's weighted average cost of funds
on interest-bearing liabilities for the current and preceding three quarters.
The Reload Options entitle the option holder, who has delivered shares that he
or she owns as payment of the exercise price for option stock, to a new option
to acquire additional shares equal in amount to the shares he or she has
delivered. Reload Options may also be granted to replace option shares retained
by the employer for payment of the option holder's withholding tax. The option
price at which additional shares of stock can be purchased by the option holder
through the exercise of a Reload Option is equal to the market value of the
previously owned stock at the time it was surrendered. The option period during
which the Reload Option may be exercised expires at the same time as that of the
original option that the holder has exercised.
Set forth below are the option grants to directors and exercise price
of such grants during the year ended December 31, 2003.
Director's Name Option Awards Exercise Price
------------------ ------------- --------------
Robert Ballance 10,783 $14.59
Judith Q. Bielan 10,205 $14.59
Joseph Brogan 13,995 $14.59
James E.Collins 12,561 $14.59
Thomas M. Coughlin 12,130 $14.59
Donald Cymbor 11,911 $14.59
Robert Doria 9,914 $14.59
Phyllis Garelick 10,810 $14.59
Mark D. Hogan 12,933 $14.59
John Hughes 9,390 $14.59
Joseph Lyga 10,221 $14.59
Gary Maita 11,943 $14.59
H. Mickey McCabe 12,311 $14.59
Donald Mindiak 11,663 $14.59
Alexander Pasiechnik 10,329 $14.59
August Pellegrini 10,669 $14.59
Kenneth Poesl 15,058 $14.59
Joseph Tagliareni 9,909 $14.59
Total 206,735 $14.59
14
2002 Stock Option Plan. During the year ended December 31, 2002, the
Company adopted, and the stockholders approved, the 2002 Stock Option Plan. The
2002 Stock Option Plan provided for the grant of options to purchase 140,787
shares of common stock, adjusted for the stock dividend. Pursuant to the 2002
Stock Option Plan, options to purchase 5,531 shares of Common Stock were each
granted to each non-employee director at an exercise price of $8.26 per share,
the fair market value of the underlying shares on the date of the award. The
term of the options is ten years from the date of grant, and the number of
shares subject to awards will be adjusted in the event of any merger,
consolidation, reorganization, recapitalization, stock dividend, stock split,
combination or exchange of shares or other change in the corporate structure of
the Company. The stock options granted vest at the rate of 20% per year. To the
extent described below, the awards include an equal number of reload options
("Reload Options"), limited stock appreciation rights ("Limited Rights") and
dividend equivalent rights ("Dividend Equivalent Rights"). A Limited Right gives
the option holder the right, upon a change in control of the Company, to receive
the excess of the market value of the shares represented by the Limited Rights
on the date exercised over the exercise price. The Limited Rights are subject to
the same terms and conditions as the stock options. Payment upon exercise of
Limited Rights will be in cash, or in the event of a merger transaction, for
shares of the acquiring corporation or its parent, as applicable. Limited Rights
have been granted to employees only. The Dividend Equivalent Rights entitle the
option holder to receive an amount of cash at the time that certain
extraordinary dividends are declared equal to the amount of the extraordinary
dividend multiplied by the number of options that the person holds. For these
purposes, an extraordinary dividend is defined as any dividend where the rate of
dividend exceeds the Company's weighted average cost of funds on
interest-bearing liabilities for the current and preceding three quarters. The
Reload Options entitle the option holder, who has delivered shares that he or
she owns as payment of the exercise price for option stock, to a new option to
acquire additional shares equal in amount to the shares he or she has delivered.
Reload Options may also be granted to replace option shares retained by the
employer for payment of the option holder's withholding tax. The option price at
which additional shares of stock can be purchased by the option holder through
the exercise of a Reload Option is equal to the market value of the previously
owned stock at the time it was surrendered. The option period during which the
Reload Option may be exercised expires at the same time as that of the original
option that the holder has exercised.
The Company has no equity based benefit plans that were not approved by
stockholders.
Set forth in the table that follows is information relating to options
granted under the 2003 Stock Option Plan to the Named Executive Officers during
the fiscal year ended December 31, 2003. No options were granted pursuant to the
2002 Stock Option Plan to the Named Executive Officers during the fiscal year
ended December 31, 2003.
======================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
======================================================================================================================
======================================================================================================================
Individual Grants
----------------------------------------------------------------------------------------------------------------------
Name Options Granted Percent of Total Exercise or Expiration Grant Date Present Value
Options Granted
to Employees in Base Price
(1) FY 2003 ($)(1) Date ($)(2)
----------------------------------------------------------------------------------------------------------------------
Donald Mindiak 11,663 31.3% $14.50 8/13/2012 $113,364
----------------------------------------------------------------------------------------------------------------------
James E. Collins 12,561 33.7% $14.50 8/13/2012 $122,093
----------------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 12,130 32.5% $14.50 8/13/2012 $117,904
----------------------------------------------------------------------------------------------------------------------
Olivia Klim -- -- $14.50 -- --
----------------------------------------------------------------------------------------------------------------------
Amer Saleem 410 1.1% $14.50 10/13/2012 $ 3,985
======================================================================================================================
-----------------------------
(1) The exercise price of the options is equal to the fair market value of the
underlying shares on the date of the award.
(2) Based on a grant date present value of $14.59 per share derived using the
Black-Scholes option pricing model with the following assumptions:
volatility of 56.2%; risk free rate of return of 4.05%; dividend yield of
0.0%; and a seven year option life.
15
Set forth below is certain information concerning options outstanding
to the Named Executive Officers at December 31, 2003, and the options exercised
by the Named Executive Officers during 2003.
======================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
----------------------------------------------------------------------------------------------------------------------
Value of Unexercised
Number of Unexercised In-The-Money Options at
Options at year-End Year-End (1)
Shares Acquired Exercisable/Unexercisable Exercisable/Unexercisable
Upon Exercise Value Realized ($) (#) ($)
----------------------------------------------------------------------------------------------------------------------
Donald Mindiak -- -- 7,173/16,590 $83,765/$168,847
----------------------------------------------------------------------------------------------------------------------
James E. Collins -- -- 7,352/17,309 $85,092/$174,174
----------------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin -- -- 7,266/16,964 $84,454/$171,618
----------------------------------------------------------------------------------------------------------------------
Olivia Klim -- -- 4,840/7,260 $66,480/$99,720
----------------------------------------------------------------------------------------------------------------------
Amer Saleem -- -- 566/1,054 $7,017/$11,448
======================================================================================================================
-------------------------------
(1) Equals the difference between the aggregate exercise price of such options
and the aggregate fair market value of the shares of Common Stock that
would be received upon exercise, assuming such exercise occurred on
December 31, 2003, at which date the last trade price of the Common Stock
as stated on the Electronic Bulletin Board.
Compensation Plans
Set forth below is information as of December 31, 2003 regarding equity
compensation plans categorized by those plans that have been approved by
stockholders and those plans that have not been approved by stockholders.
====================================================================================================================
Number of securities to be
issued upon exercise of Number of securities
outstanding options and Weighted average remaining available for
Plan rights exercise price(2) issuance under plan
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by stockholders................. 361,191(1) $ 11.90 23,377 (3)
--------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by stockholders........ -- -- --
--------------------------------------------------------------------------------------------------------------------
Total..................... 361,191 $ 11.90 23,377
====================================================================================================================
-------------------
(1) Consists of options to purchase (i) 154,456 shares of common stock
under the 2003 Stock Option Plan and (ii) 206,735 shares of common
stock under the 2002 Stock Option Plan
(2) The weighted average exercise price reflects the exercise price of
$14.59 per share for options granted under the 2003 Stock Option Plan
and $8.26 per share for options under the2002 Stock Option Plan.
(3) Consists of options to purchase 22,967 shares under the 2003 Stock
Option Plan and 410 shares under the 2002 Stock Option Plan.
--------------------------------------------------------------------------------
MARKET INFORMATION
--------------------------------------------------------------------------------
The Company's Common Stock is traded on the Over the Counter Electronic
Bulletin Board. Bid and ask quotes may be displayed on the Electronic Bulletin
Board. Even if brokerage firms make a market in our stock, however, an active
and liquid market almost certainly will not develop for some period of time, if
at all. No market maker has an obligation to make a market for the Company's
Common Stock, and should they begin to do so, they could discontinue making a
market at any time. As of _______ __, 2004, BCB Bancorp, Inc. had approximately
_____ stockholders.
16
Stock Performance Graph
Set forth hereunder is a stock performance graph comparing (a) the
cumulative total return on the Common Stock for the period beginning with the
closing sales price on May 1, 2003 through December 31, 2003, (b) the cumulative
total return on stocks included in the SNL Bank Index over such period, and (c)
the cumulative total return of SNL Bank Index for Banks with less than $500
million in assets over such period. Cumulative return assumes the reinvestment
of dividends, and is expressed in dollars based on an assumed investment of
$100.
[Insert Stock Performance Graph from May 1, 2003 closing price]
-------------------------
Period Ending
-----------------------------------------------------------------
Index 5/31/03 12/31/03
-----------------------------------------------------------------
BCB Bancorp, Inc. 100.00 _______
SNL < $500 mm Bank Index 100.00 _______
SNL Bank Index 100.00 _______
17
--------------------------------------------------------------------------------
DIVIDEND POLICY
--------------------------------------------------------------------------------
The Company currently has no intention of paying cash dividends in the
foreseeable future, and may not be permitted to do so by state and Federal
regulations and regulatory policy. Payment of cash dividends is conditioned on
earnings, financial condition, cash needs, the discretion of the Board of
Directors and compliance with state corporate law requirements. Under New Jersey
law, the Company is not permitted to declare dividends on common stock only if,
after payment of the dividend, the Company is unable to pay its debts as they
become due in the usual course of business or total assets would be less that
total liabilities.
--------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
The Company's independent auditors for the year ended December 31, 2003
were Radics & Co., LLC ("Radics"). The Audit Committee of the Board of Directors
has approved the engagement of Radics to be the Company's auditors for the year
ending December 31, 2004, subject to the ratification of the engagement by the
Company's stockholders at this Annual Meeting. Representatives of Radics are
expected to attend the Annual Meeting, will have an opportunity to make a
statement if they so desire, and will be available to respond to appropriate
questions.
Stockholder ratification of the selection of Radics is not required by
the Company's bylaws or otherwise. However, the Board is submitting the
selection of the independent auditors to the stockholders for ratification as a
matter of good corporate practice. If the stockholders fail to ratify the
selection of Radics, the Audit Committee will reconsider whether or not to
retain that firm. Even if the selection is ratified, the Audit Committee in its
discretion may direct the appointment of a different independent accounting firm
at any time during the year if it determines that such change is in the best
interests of the Company and its stockholders.
Fees Paid to Radics
Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Radics during 2003 and 2002:
Audit Fees. The aggregate fees billed to the Company by Radics for
professional services rendered by Radics for the audit of the Company's annual
financial statements, review of the financial statements included in the
Company's Quarterly Reports on Form 10-Q and services that are normally provided
by Radics in connection with statutory and regulatory filings and engagements
was $28,750 and $16,700 during the fiscal years ended December 31, 2003 and
2002, respectively.
Audit Related Fees. The aggregate fees billed to the Company by Radics
for assurance and related services rendered by Radics that are reasonably
related to the performance of the audit of and review of the financial
statements and that are not already reported in "--Audit Fees," above, was $600
and $1,450 during the fiscal years ended December 31, 2003 and 2002,
respectively. These services included a review of the Bank's Form 10-KSB filing
for the year ended December 31, 2002 and review of information related to the
common stock offering by the Bank in 2002.
Tax Fees. The aggregate fees billed to the Company by Radics for
professional services rendered by Radics for tax compliance, tax advice and tax
planning was $3,000 and $2,500 during the fiscal years ended December 31, 2003
and 2002, respectively. These services include but are not limited to the
calculation of and preparation of all pertinent federal and state tax forms
relative to the Company and its subsidiaries, and the maintenance of all
applicable schedules and workpapers relative to same.
18
All Other Fees. There were no fees billed to the Company by Radics that
are not described above during the fiscal years ended December 31, 2003 and
2002, respectively.
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to costs incurred with the Company's
second-step stock offering and management consulting services rendered, is
compatible with maintaining Radics' independence. The Audit Committee concluded
that performing such services does not affect Radics' independence in performing
its function as auditor of the Company.
Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of
Independent Auditor
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent auditors. These services may include audit
services, audit-related services, tax services and other services. Pre-approval
is generally provided for up to one year and any pre-approval is detailed as to
particular service or category of services and is generally subject to a
specific budget. The Audit Committee has delegated pre-approval authority to its
Chairman when expedition of services is necessary. The independent auditors and
management are required to periodically report to the full Audit Committee
regarding the extent of services provided by the independent auditors in
accordance with this pre-approval, and the fees for the services performed to
date. All of the fees paid in the audit-related, tax and all other categories
were approved per the pre-approval policies.
Required Vote and Recommendation of the Board of Directors
In order to ratify the selection of Radics as independent auditors for
the 2004 fiscal year, the proposal must receive the affirmative vote of at least
a majority of the votes cast at the Annual Meeting, either in person or by
proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
THE RATIFICATION OF RADICS & CO., LLC AS INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
ADJOURNMENT OF THE ANNUAL MEETING
--------------------------------------------------------------------------------
In the event that there are not sufficient votes to constitute a quorum
or approve the adoption of the proposals at the time of the Annual Meeting, the
proposals may not be approved unless the Annual Meeting is adjourned to a later
date or dates in order to permit further solicitation of proxies. In order to
allow proxies that have been received by the Company at the time of the Annual
Meeting to be voted for an adjournment, if necessary, the Company has submitted
the question of adjournment to its stockholders as a separate matter for their
consideration. The Board of Directors of the Company unanimously recommends that
its stockholders vote FOR the adjournment proposal. If it is necessary to
adjourn the Annual Meeting, no notice of the adjourned Annual Meeting is
required to be given to stockholders (unless a new record date is fixed), other
than an announcement at the Annual Meeting of the hour, date and place to which
the Annual Meeting is adjourned.
--------------------------------------------------------------------------------
SHAREHOLDER PROPOSALS
--------------------------------------------------------------------------------
In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's executive office,
104-110 Avenue C, Bayonne, New Jersey 07002, no later than _____________, 2004.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
--------------------------------------------------------------------------------
OTHER MATTERS
--------------------------------------------------------------------------------
The Board of Directors is not aware of any business to come before the
Annual Meeting other than the matters described above in the Proxy Statement.
However, if any matters should properly come before the Annual Meeting, it is
intended that holders of the proxies will act as directed by a majority of the
Board of Directors, except for matters related to the conduct of the Annual
Meeting, as to which they shall act in accordance with their best judgment.
--------------------------------------------------------------------------------
MISCELLANEOUS/FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
The cost of solicitation of proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy
19
materials to the beneficial owners of Company Common Stock. The Company
has engaged Georgeson Shareholder Services, Inc. to assist in the solicitation
of proxies. Georgeson Shareholder Services, Inc. will receive up to $45,000 for
its services, not including reimbursement for expenses incurred on behalf of the
Company. Total expenditures to date have been $____. The total expense of the
solicitation is expected to be $______. In addition to solicitations by mail,
directors, officers and regular employees of the Company may solicit proxies
personally or by telegraph or telephone without additional compensation.
A FORM 10-K CONTAINING FINANCIAL STATEMENTS AT AND FOR THE YEAR ENDED
DECEMBER 31, 2003 IS BEING FURNISHED TO SHAREHOLDERS. THIS DOCUMENT CONSTITUTES
THE COMPANY'S ANNUAL DISCLOSURE STATEMENT. COPIES OF ALL OF THE COMPANY'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION ARE AVAILABLE AT THE
COMMISSION'S WEB SITE (www.sec.gov).
BY ORDER OF THE BOARD OF DIRECTORS
Mark D. Hogan
Chairman of the Board
Bayonne, New Jersey
_______ __, 2004
YOUR VOTE IS IMPORTANT
1. Remember - only your latest dated proxy will determine how your shares
are to be voted at the meeting.
2. If any of the shares are held in the name of a bank, broker or other
nominee, please contact the party responsible for you account and
direct them to vote your shares FOR your Company's nominees on the
WHITE proxy card.
3. For assistance in voting you shares or further information, please
contact the Company at (___) ___-____, or our proxy solicitor at (___)
___-____ (Toll Free).
20
APPENDIX A
BCB BANCORP, INC.
NOMINATING COMMITTEE
APPENDIX A
BCB Bancorp, Inc.
Nominating and Corporate Governance Committee Charter
The nominating and corporate governance committee of the board of
directors of BCB Bancorp, Inc. shall consist of a minimum of three directors, as
determined by the board. Members of the committee shall be appointed and may be
removed by the board of directors. All members of the committee shall be
independent directors. As a nominating committee the members choose to satisfy
the Nasdaq Stock Market listing standards for independence.
The purpose of the committee shall be to assist the board in
identifying qualified individuals to become board members, in determining the
size and composition of the board of directors and its committees, in monitoring
a process to assess board effectiveness and in developing and implementing the
company's corporate governance guidelines.
In furtherance of this purpose, the committee shall have the following
authority and responsibilities:
1. To lead the search for individuals qualified to become members
of the board of directors and to select director nominees to
be presented for shareowner approval at the Annual Meeting.
The committee may establish criteria for service as a
director. The committee shall select individuals as director
nominees who shall have the highest personal and professional
integrity, who shall have demonstrated exceptional ability and
judgment and who shall be most effective, in conjunction with
the other nominees to the board, in collectively serving the
long-term interests of the shareowners. In addition, the
committee shall adopt procedures for the submission of
recommendations by stockholders as it deems appropriate. The
committee shall conduct all necessary and appropriate
inquiries into the backgrounds and qualifications of possible
candidates.
2. To review and monitor the Board's compliance with Nasdaq Stock
market listing standards for independence.
3. To make recommendations to the board regarding the size and
composition of the board and develop and recommend to the
board criteria (such as independence, experience relevant to
the needs of the company, leadership qualities, diversity,
stock ownership) for the selection of individuals to be
considered for election or re-election to the board.
4. To review the board of directors' committee structure and to
recommend to the board for its approval directors to serve as
members of each committee, or a process for such selection.
The committee shall review and recommend committee slates
annually and shall recommend additional committee members to
fill vacancies as needed.
5. To develop and recommend to the board of directors for its
approval a set of corporate governance guidelines. The
committee shall review the guidelines on an annual basis, or
more frequently if appropriate, and recommend changes as
necessary.
6. To develop and recommend to the board of directors for its
approval an annual self-evaluation process of the board and
its committees. The committee shall oversee the annual
self-evaluations.
7. To develop and recommend to the Board continuing education
guidelines for directors.
8. To review on an annual basis director compensation and
benefits.
A-1
The committee shall have the authority to delegate any of its
responsibilities to subcommittees as the committee may deem appropriate in its
sole discretion.
The committee shall have the authority to retain any search firm
engaged to assist in identifying director candidates, and to retain outside
counsel and any other advisors as the committee may deem appropriate in its sole
discretion. The committee shall have sole authority to approve related fees and
retention terms.
The committee shall report its actions and recommendations to the board
after each committee meeting and shall conduct and present to the board an
annual performance evaluation of the committee. The committee shall review at
least annually the adequacy of this charter and recommend any proposed changes
to the board for approval.
A-2
APPENDIX B
BCB BANCORP, INC.
AUDIT COMMITTEE CHARTER
APPENDIX B
AUDIT COMMITTEE CHARTER
The board of directors of BCB Bancorp, Inc. has created a committee of directors
known as the AUDIT COMMITTEE, with the authority, responsibility and specific
duties are described below. This charter governs the operations of the AUDIT
COMMITTEE.
COMPOSITION
The AUDIT COMMITTEE shall be comprised of at least three directors each of whom
are independent of management and operating executives. Members of the AUDIT
COMMITTEE shall be considered independent as long as they do not accept any
consulting, advisory, or other compensatory fee from the Company or its
subsidiaries. The members of the AUDIT COMMITTEE must also meet the independence
requirements of the Nasdaq National Market. All AUDIT COMMITTEE members shall be
financially literate, and at least one member shall be an "audit committee
financial expert" as defined by Securities and Exchange Commission regulations.
The board shall annually appoint the members for the AUDIT COMMITTEE. One of the
members shall be appointed committee chairman by the board of directors.
AUTHORITY
The AUDIT COMMITTEE may be requested by the board of directors to investigate
any activity of the institution, and all employees are directed to cooperate as
requested by members of the committee. The AUDIT COMMITTEE is empowered to
retain persons having special competence as necessary to assist the committee in
fulfilling its responsibility.
RESPONSIBILITY
The primary responsibility of the AUDIT COMMITTEE is to oversee the Company's
financial reporting process on behalf of the board of directors and report the
results of their activities to the board. While the AUDIT COMMITTEE has the
responsibilities and powers set forth in its Charter, it is not the duty of the
AUDIT COMMITTEE to plan or conduct audits or to determine that the Company's
financial statements are complete and accurate and are in accordance with
generally accepted accounting principles. Management is responsible for the
preparation, presentation, and integrity of the Company's financial statements
and for the appropriateness of the accounting principles and reporting policies
that are used by the Company. The independent auditors are responsible for
auditing the Company's financial statements and for reviewing the Company's
unaudited interim financial statements.
Consistent with their fiduciary duty, the AUDIT COMMITTEE is to serve as a focal
point for communication between noncommittee directors, the independent
auditors, the internal audit and compliance function, and management as their
duties relate to financial accounting, reporting, controls and regulatory
compliance. The AUDIT COMMITTEE is to assist the board of directors in
fulfilling its fiduciary responsibilities as to accounting policies, reporting
practices and the sufficiency of auditing relative thereto and regulatory
compliance. It is to be the board's principal agent in ensuring the independence
of the institution's independent accountants, internal audit: function, the
integrity of management, and the adequacy of disclosures to stockholders.
MEETINGS
The AUDIT COMMITTEE is to meet as least four times per year, and as many more
times as that committee deems necessary to fulfill its duties.
B-1
ATTENDANCE
At least a majority of the members of the AUDIT COMMITTEE are to be present at
all meetings. As necessary or desirable, the chairman may request that members
of management, the Internal Auditor, Compliance Officer, Security Officer and
representatives of the independent auditors be present at meetings of the
committee.
MINUTES
Minutes of each meeting are to be prepared and sent to committee members and the
directors who are not members of the committee.
DUTIES AND RESPONSIBILITIES
The AUDIT COMMITTEE, in carrying out its responsibilities, believes its polices
and procedures should remain flexible, in order to best react to changing
conditions and circumstances. The AUDIT COMMITTEE should take appropriate
actions to set the overall corporate "tone" for quality financial reporting,
sound business risk practices and ethical behavior.
The AUDIT COMMITTEE is to:
1. Review and reassess the adequacy of this Charter annually and
submit it to the Board for approval.
2. Advise the Board with respect to the Company's policies and
procedures regarding compliance with Company's Code of Conduct
and report any violations of the Code to the Board.
3. Evaluate the institution's compliance with and effectiveness
of the Bank's administrative and operating policies and
procedures, and accounting internal control system, by review
of written reports from the internal and external auditors and
monitor management's response and actions to correct any noted
deficiencies;
4. Evaluate the institution's compliance with federal and state
laws and regulations (safety and soundness and compliance) and
any agreements with the regulators by review of the compliance
officer's reports, examination reports and other
correspondence from the regulatory authorities and
management's response to these reports;
5. Evaluate the institution's compliance with board established
lending policies and underwriting standards for loans by
review of an internal audit report generated at least
annually, which reviews a sample of loans originated or
purchased during a period, affiliated person loans, and loans
in excess of a certain dollar amount; determined by the Audit
Committee.
6. Review all regulatory examination reports submitted to the
Bank and management's response to them;
7. Review all significant accounting changes; and
8. Review major changes to the Company's auditing and accounting
principles and practices as suggested by the independent
auditor, internal auditors or management.
B-2
9. Review the annual audited financial statements with management
and the independent accountants, including major issues
regarding accounting and auditing principles and practices as
well as the adequacy of internal controls that could
significantly affect the Company's financial statements.
10. Review an analysis prepared by management and the independent
auditor of significant financial reporting issues and
judgments made in connection with the preparation of the
Company's financial statements.
11. Review with management and the independent auditor the
Company's quarterly financial statements prior to the filing
of its Form 10-Q, and annual report on Form 10-K. Unless
already provided to the full Board of Directors, the AUDIT
COMMITTEE shall be furnished with copies of earnings releases
and formal earnings guidance provided to financial analysts
and rating agencies prior to dissemination.
12. Meet periodically with management to review the Company's
major financial risk exposures and the steps management has
taken to monitor and control such exposures.
13. Meet at least annually with the chief financial officer, the
senior internal auditing executive and the independent auditor
in executive sessions.
14. Review and approve the audit plan of the internal auditors,
including the extent to which the planned audit scope relates
to identifying weaknesses in internal controls and review of
the institution's EDP procedures and controls.
15. Review the significant reports to management prepared by the
internal auditing department and management's responses.
16. Review the appointment and replacement of the senior internal
auditing executive.
17. Meet with the independent auditor prior to the start of the
annual external audit to review the proposed audit scope,
planning and staffing.
18. Discuss with the independent auditor the matters required to
be discussed by Statement on Auditing Standards No. 61
relating to the conduct of the audit.
19. Review with the independent auditor any problems or
difficulties the auditor may have encountered and any
management letter provided by the auditor and the Company's
response to that letter. Such review should include:
(a) Any difficulties encountered in the course of the
audit work, including any restrictions on the scope
of activities or access to required information.
(b) Any changes required in the planned scope of the
internal audit.
20. Receive periodic reports from the independent auditor
regarding the auditor's independence, discuss such reports
with the auditor, and if so determined by the AUDIT COMMITTEE,
recommend that the Board take appropriate action to insure the
independence of the auditor.
21. Obtain from the independent auditor assurance that Section 10A
of the Private Securities Litigation Reform Act of 1995,
regarding required disclosures of corporate fraud to
management,
B-3
the AUDIT COMMITTEE and the Board of Directors, has not been
implicated.
22. Be directly responsible for the appointment, retention and
termination of the independent auditor, which firm is
ultimately accountable to the AUDIT COMMITTEE and the Board.
Annually, evaluate the performance of the independent auditor
and, if so determined by the AUDIT COMMITTEE, recommend that
the Board replace the independent auditor.
23. Approve the fees to be paid to the independent auditor and
pre-approve all audit and non-audit services provided by the
independent auditors. It shall not engage the independent
auditors to perform specific non-audit services proscribed by
law and regulation.
24. Establish hiring policies for employees or former employees of
the independent auditors that meet the SEC regulations and
Nasdaq listing standards.
25. Prepare the report required by the rules of the Securities and
Exchange Commission to be included in the Company's annual
proxy statement.
26. Review with the Company's General Counsel legal matters that
may have a material impact on the financial statements, the
Company's compliance policies and any material reports or
inquiries received from regulators or governmental agencies.
At least annually, the AUDIT COMMITTEE shall obtain and review a report by the
independent auditors describing:
o The firm's internal quality control procedures.
o Any material issues raised by the most recent internal quality
control review, or peer review, of the firm, or by any inquiry
or investigation by governmental or professional authorities,
within the preceding five years, respecting one or more
independent audits carried out by the firm and any steps taken
to deal with any such issues.
o All relationships between the independent auditor and the
Company (to assess the auditor's independence).
While the AUDIT COMMITTEE has the responsibilities and powers set forth in this
Charter, it is not the duty of the AUDIT COMMITTEE to plan or conduct audits or
to determine that the Company's financial statements are complete and accurate
and are in accordance with generally accepted accounting principles. This is the
responsibility of management and the independent auditor. Nor is it the duty of
the AUDIT COMMITTEE to conduct investigations, to resolve disagreements, if any,
between management and the independent auditor or to assure compliance with laws
and regulations and the Company's Code of Conduct.
B-4
APPENDIX C
PARTICIPANT INFORMATION
APPENDIX C
The following table sets forth the names, principal business occupations,
business addresses of those individuals deemed to be participants in this proxy
solicitation under the federal securities laws (the "Participants"). The number
of shares of common stock of BCB Bancorp, Inc. (the "Company") beneficially
owned, directly or indirectly, as of March 1, 2004 is included under "Proposal I
- Election of Directors" of the Company's Proxy Statement. None of the
Participants owns any securities of record but not beneficially.
Name Principal Occupation Business Address
--------------------------------- ------------------------------- ----------------------------
Robert Ballance 25 West 18th Street Carpet Retailer
Bayonne, NJ 07002
Judith Bielan 420 Broadway Attorney
Bayonne, NJ 07002
Joseph Brogan 599 Broadway Insurance Salesman/Owner
Bayonne, NJ 07002
James Collins 104-110 Avenue C Chief Lending Officer and Director,
Bayonne, NJ 07002 BCB Bancorp, Inc.
Thomas Coughlin 104-110 Avenue C Chief Financial Officer and
Bayonne, NJ 07002 Director, BCB Bancorp, Inc.
Mark Hogan 9 West 8th Street Certified Public Accountant;
Bayonne, NJ 07002 Chairman of the Board of Directors,
BCB Bancorp, Inc.
Joseph Lyga 78 West 14th Street Fireman
Bayonne, NJ 07002
Donald Mindiak 104-110 Avenue C President and Director, BCB
Bayonne, NJ 07002 Bancorp, Inc.
Alexander Pasiechnik 395 Broadway Appliance Retailer
Bayonne, NJ 07002
August Pellegrini 942 Avenue C Dentist
Bayonne, NJ 07002
Except as described below and other than stock options granted to each of
the individuals above, no Participant is or was within past year, a party to a
contract, arrangement or understanding with any person with respect to any
securities of the Company. None of the Participants own any securities of any
parent or subsidiary of the Company.
No Participant has any arrangement or understanding with any person: (i)
with respect to any future employment by the Company or its affiliates; (ii)
with respect to any future transactions to which the Company or any of its
affiliates may be a party.
C-1
The following table sets forth all purchases of the Company's common stock
by the Participants since March 1, 2001. There were no sales of common stock
since March 1, 2001.
Name Date of Purchase Number of Shares Price of Shares
-------------------------- ----------------------- ---------------------- --------------------
Robert Ballance July 9, 2002 9,000 $10.00
Judith Q. Bielan IRA July 9, 2002 988 $10.00
Joseph J. Brogan July 9, 2002 12,000 $10.00
James E. Collins July 9, 2002 19,000 $10.00
Thomas M. Coughlin May 29, 2002 250 $10.00
July 9, 2002 10,600 $10.00
December 13, 2002 162 $13.50
December 23, 2002 300 $13.50
Mark Hogan July 9, 2002 20,000 $10.00
December 27, 2002 200 $16.50
June 25, 2003 300 $14.40
Joseph Lyga July 9, 2002 7,300 $10.00
Donald Mindiak July 9, 2002 25,000 $10.00
Alexander Pasiechnik July 9, 2002 5,000 $10.00
August D. Pellegrini July 9, 2002 10,000 $10.00
C-2
WHITE PROXY CARD
REVOCABLE PROXY
BCB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
_______ __, 2004
The undersigned hereby appoints the official proxy committee consisting
of the Board of Directors with full powers of substitution to act as attorneys
and proxies for the undersigned to vote all shares of common stock of BCB
Bancorp, Inc. (the "Company") which the undersigned is entitled to vote at the
Annual Meeting of Shareholders ("Annual Meeting") to be held at the Chandelier
Restaurant, 1081 Broadway, Bayonne, New Jersey on _______ __, 2004, at 10:00
a.m. Eastern Time. The official proxy committee is authorized to cast
all votes to which the undersigned is entitled as follows:
VOTE
FOR WITHHELD ABSTAIN
----- ---------- -------
1. The election as directors of all
nominees listed below (except
as marked to the contrary below).
Robert Ballance |_| |_| |_|
Judith Q. Bielan
Joseph J. Brogan
James E. Collins
Thomas M. Coughlin
Mark D. Hogan
Joseph Lyga
Donald Mindiak
Alexander Pasiechnik
August Pellegrini, Jr.
INSTRUCTION: To withhold your vote for one or more
nominees, write the name of the nominee(s) on the
lines below.
-----------------------------------
-----------------------------------
2. The ratification of the appointment of Radics & Co., FOR AGAINST ABSTAIN
--- ------- -------
LLC as independent auditors for the Company for the
year ending December 31, 2004. |_| |_| |_|
3. Such other business as may properly come before the BCB FOR AGAINST ABSTAIN
--- ------- -------
Bancorp, Inc. Annual Meeting, or any adjournment or
postponement of the meeting. |_| |_| |_|
The Board of Directors recommends a vote "FOR" the listed proposals.
THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
PROXY WILL BE VOTED FOR THE PROPOSITIONS STATED ABOVE. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH ANNUAL MEETING, THIS PROXY WILL BE VOTED AS DIRECTED BY A
MAJORITY OF THE BOARD OF DIRECTORS.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
Should the undersigned be present and elect to vote at the Annual Meeting or at
any adjournment thereof and after notification to the Secretary of the Company
at the Annual Meeting of the shareholder's decision to terminate this proxy,
then the power of said attorneys and proxies shall be deemed terminated and of
no further force and effect. This proxy may also be revoked by sending written
notice to the Secretary of the Company at the address set forth on the Notice of
Annual Meeting of Shareholders, or by the filing of a later proxy prior to a
vote being taken on a particular proposal at the Annual Meeting.
The undersigned acknowledges receipt from the Company prior to the execution of
this proxy of a notice of the Annual Meeting and a Proxy Statement dated _______
__, 2004.
Check Box if You Plan
Dated: _________________________ to Attend Annual Meeting
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PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
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SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this card. When signing as attorney,
executor, administrator, trustee or guardian, please give your full title.
Please complete and date this proxy and return it promptly
in the enclosed postage-prepaid envelope.