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
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to ss.240.14a-12
BCB Bancorp, Inc.
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(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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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|_| 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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March 14, 2005
Dear Fellow Shareholder:
We cordially invite you to attend the 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 07002, New
Jersey, at 10:00 a.m., Eastern time, on April 28, 2005.
The enclosed Notice of Annual Meeting and Proxy Statement describe the formal
business to be transacted at the Annual Meeting. 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, the ratification of the appointment of independent auditors for
the year ending December 31, 2005 and amendment to our Certificate of
Incorporation to provide for a staggered board of directors.
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 in the postage-paid envelope 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 Annual Meeting. Your vote is important, regardless of the number of
shares that you own. Please sign and return the enclosed proxy card promptly.
Your cooperation is appreciated, since a majority of the common stock must be
represented at the Annual Meeting, either in person or by proxy, to constitute a
quorum for the conduct of business.
Sincerely,
/s/ Mark D. Hogan
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Mark D. Hogan
Chairman of the Board
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
To Be Held On April 28, 2005
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 07002, on April 28,
2005 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 matters:
1. The election of directors;
2. The ratification of the appointment of independent auditors for the
Company for the year ending December 31, 2005;
3. An amendment to the Certificate of Incorporation to provide for a
staggered board of directors; and
Such other business as may properly come before the Company's Annual Meeting or
any adjournment or postponement of the Annual Meeting.
Any action may be taken on the foregoing proposals 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 March 7,
2005, are the shareholders entitled to vote at the Annual Meeting or 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 ANY TIME PRIOR TO THE ANNUAL MEETING. A PROXY MAY BE REVOKED BY FILING
WITH THE SECRETARY OF THE COMPANY A WRITTEN NOTICE OF REVOCATION, SUBMITTING A
DULY EXECUTED PROXY BEARING A LATER DATE, OR BY VOTING IN PERSON AT THE ANNUAL
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE REGISTERED IN THE
NAME OF A BROKER, BANK OR OTHER NOMINEE, YOU WILL NEED ADDITIONAL DOCUMENTATION
FROM THE RECORDHOLDER IN ORDER TO VOTE PERSONALLY AT THE ANNUAL MEETING.
By Order of the Board of Directors
/s/ Mark D. Hogan
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Mark D. Hogan
Chairman of the Board
Bayonne, New Jersey
March 14, 2005
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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.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
ANNUAL MEETING OF SHAREHOLDERS
To be Held on April 28, 2005
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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 07002, on April 28, 2005, 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 March 14, 2005.
At the Annual Meeting shareholders will vote on the election of directors
of the Company, the ratification of the appointment of independent auditors for
the Company for the year ending December 31, 2005, a proposal to amend the
Company's Certificate of Incorporation to provide for a staggered board of
directors and such other matters as may properly come before the Annual Meeting
or any adjournments thereof.
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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 any
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.
If your shares of common stock are held in "street name" by a broker, bank
or other nominee, you will receive instructions from your broker, bank or other
nominee that you must follow in order to have your shares voted at the Annual
Meeting. If you wish to change your voting instructions after you have returned
your voting instructions to your broker, bank or other nominee you must contact
your broker, bank or other nominee. If you want to vote your shares of common
stock held in street name in person at the Annual Meeting, you will have to get
a legal proxy in your name from the broker, bank or other nominee who holds your
shares.
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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 March 7, 2005 (the "Record Date") are entitled to one vote for each share
then held. As of the Record Date, the Company had 2,993,538 shares of common
stock issued and outstanding. The presence in person or by proxy of a majority
of the outstanding shares of common stock entitled to vote is necessary to
constitute a quorum at the Annual Meeting. 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 5% of the common
stock are required to file certain reports with the Securities and Exchange
Commission ("SEC") regarding such beneficial ownership. The Company is not aware
of any person or group who beneficially owned in excess of 5% of the common
stock on the Record Date.
In accordance with New Jersey law, a list of shareholders entitled to vote
at the Annual Meeting shall be made available at the Annual Meeting.
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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 shareholder 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 independent auditors of the Company, by checking
the appropriate box a shareholder 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."
As to the amendment of the Company's Certificate of Incorporation by
checking the appropriate box a shareholder may (i) vote "FOR" the item, (ii)
vote "AGAINST" the item, or (iii) "ABSTAIN" from voting on such item. The
amendment to the Certificate of Incorporation must be approved by a majority of
the votes cast.
The Board of Directors will designate an independent inspector of
elections.
Regardless of the number of shares of common stock owned, it is important
that recordholders of a majority of the shares of the Company's common stock be
represented by proxy or present in person at the Annual Meeting. Shareholders
are requested to vote by completing the enclosed proxy card and returning it
signed and dated in the enclosed postage-paid envelope. Shareholders 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 YOUR INSTRUCTIONS GIVEN ON THE PROXY. WHERE NO INSTRUCTIONS ARE INDICATED,
SIGNED PROXIES WILL BE VOTED "FOR" EACH OF THE PROPOSALS TO BE CONSIDERED AT THE
ANNUAL MEETING.
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PROPOSAL I - ELECTION OF DIRECTORS
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The Company's Board of Directors is currently composed of 10 members. Each
director nominee has agreed to serve until the Company's next annual meeting of
shareholders and until his or her respective successors shall have been elected
and qualified. Each nominee of the Board of Directors has consented to being
named in this Proxy Statement.
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The table below sets forth certain information, as of March 7, 2005,
regarding the nominees for election to the 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 or the Bank Age Since(2) Term Expires Owned(1) Class(1)
---- ----------------------- --- -------- ------------ -------- --------
DIRECTOR NOMINEES
Robert Ballance Director 46 2000 2005 59,262(3) 1.9%
Judith Q. Bielan Director 40 2000 2005 46,059(4) 1.5
Joseph Brogan Director 66 2000 2005 99,938(5) 3.3
James E. Collins Senior Lending Officer 56 2003 2005 100,929(6) 3.3
and Director
Thomas M. Coughlin Chief Financial Officer 45 2002 2005 98,492(7) 3.2
and Director
Mark D. Hogan Chairman of the Board 39 2000 2005 111,661(8) 3.6
Joseph Lyga Director 45 2000 2005 45,868(9) 1.5
Donald Mindiak President, Chief Executive 46 2000 2005 80,749(10) 2.6
Officer and Director
Alexander Pasiechnik Director 43 2000 2005 48,654(11) 1.6
Dr. August Pellegrini, Jr. Director 45 2000 2005 56,045(12) 1.8
EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
Olivia Klim Executive Vice President 59 N/A N/A 14,314(13) *
Amer Saleem Vice President 50 N/A N/A 2,495(14) *
All directors and executive
officers as a group (12 persons) N/A N/A N/A N/A 764,466 24.9%
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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) Mr. Ballance has sole voting and dispositive power over 43,150 shares,
shared voting and dispositive power over 7,381 shares with his spouse and
shared voting and dispositive power over 1,998 shares with his children.
Includes 6,733 shares underlying options exercisable within 60 days from
the record date.
(4) Ms. Bielan has sole voting and dispositive power over 8,455 shares, shared
voting and dispositive power over 29,503 shares with her spouse and shared
voting and dispositive power over 1,513 shares with his children. Includes
6,588 shares underlying options exercisable within 60 days from the record
date.
(5) Mr. Brogan has sole voting and dispositive power over 22,487 shares,
shared voting and dispositive power over 4,537 shares with his spouse and
shared voting and dispositive power over 65,378 shares with his
grandchildren. Includes 7,536 shares underlying options exercisable within
60 days from the record date.
(6) Mr. Collins has sole voting and dispositive power over 57,590 shares,
shared voting and dispositive power over 32,595 shares with his spouse and
shared voting and dispositive power over 2,754 shares with his children.
Includes 7,990 shares underlying options exercisable within 60 days from
the record date.
(7) Mr. Coughlin has sole voting and dispositive power over 90,609 shares.
Includes 7,883 shares underlying options exercisable within 60 days from
the record date.
(8) Mr. Hogan has sole voting and dispositive power over 19,889 shares, shared
voting and dispositive power over 82,912 shares with his spouse and shared
voting and dispositive power over 1,590 shares with his children. Includes
7,270 shares underlying options exercisable within 60 days from the record
date.
(9) Mr. Lyga has sole voting and dispositive power over 30,578 shares, shared
voting and dispositive power over 7,979 shares with his spouse and shared
voting and dispositive power over 719 shares with his child. Includes
6,592 shares underlying options exercisable within 60 days from the record
date.
(10) Mr. Mindiak has sole voting and dispositive power over 71,734 shares and
shared voting and dispositive power over 1,249 shares with his child.
Includes 7,766 shares underlying options exercisable within 60 days from
the record date.
(11) Mr. Pasiechnik has sole voting and dispositive power over 42,035 shares.
Includes 6,619 shares underlying options exercisable within 60 days from
the record date.
(12) Dr. Pellegrini has sole voting and dispositive power over 49,341 shares.
Includes 6,704 shares underlying options exercisable within 60 days from
the record date.
(13) Ms. Klim has sole voting and dispositive power over 6,050 shares and
shared voting and dispositive power over 4,614 shares with her spouse.
Includes 3,650 shares underlying options exercisable within 60 days from
the record date.
(Footnotes continued on next page)
3
(14) Mr. Saleem has sole voting and dispositive power over 708 shares and
shared voting and dispositive power over 756 shares with his spouse.
Includes 1,031 shares underlying options exercisable within 60 days from
the record date.
Biographical Information Regarding Directors and Executive Officers
Set forth below is biographical information regarding directors and
executive officers of the Company and Bayonne Community Bank (the "Bank").
Unless otherwise noted each director has held the indicated position for at
least five years.
Directors
Robert Ballance, 46, 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., 40, is an attorney who has practiced law for 14
years. Ms. Bielan currently owns her own law firm, Bielan, Saminski &
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
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, 66, has 40 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, 56, is Senior Lending Officer of 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 Treas
urer of the Bayonne Chamber of Commerce, 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, 45, is Chief Operating Officer and Chief Financial
Officer of the Company and the Bank, and has been employed in the banking
industry for 19 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.
Mark D. Hogan, C.P.A., 39, 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 CPA 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
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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 and the Bank.
Joseph Lyga, 45, has served on the Bayonne Fire Department for 18 years,
having achieved the rank of Fire Captain. In addition, Mr. Lyga has been a
self-employed contractor for the last 18 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.
Donald Mindiak, 46, has been employed in the banking industry for over 25
years and has been President and Chief Executive Officer of the Bank since
October 1999 and the Company since May 2003. 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. 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 America's Community
Bankers. In addition, Mr. Mindiak serves as a trustee 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, 43, 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., 45, has practiced general dentistry in Bayonne
for 18 years and is currently the President-elect of the New Jersey Dental
Association. Dr. Pellegrini is a past President of the Hudson County Dental
Society where he represented 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.
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, 59, has been has been employed in the banking industry for
over 37 years and is currently Executive 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 the Bank's offices in Bayonne, New Jersey. Prior to her
employment at First Savings, Mrs. Klim was employed at First Fidelity Bank as a
Branch Administrator. 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.
Amer Saleem, 50, is a Vice President of Commercial Lending of the Bank.
Prior to joining the Bank in 2002, Mr. Saleem was an Assistant Vice President of
Commercial Lending of 1st Constitution Bank, Cranbury, New Jersey. Mr. Saleem
holds a B.A. degree in Economics, Diploma in Accounting from City of London
Polytechnic,
5
London, England and an M.B.A. degree in Finance from Long Island University, New
York. Mr. Saleem has 19 years of banking experience, specializing in commercial
lending. Mr. Saleem is a member of the Officers' Lending Committee.
Board Independence
The Board of Directors has determined that, except as to Messrs. Collins,
Coughlin and Mindiak, each member of the Board of Directors is an "independent
director" within the meaning of the Nasdaq corporate governance listing
standards. Messrs. Collins, Coughlin and Mindiak are not considered independent
because they are executive officers of the Company.
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. The Company's standing committees include the Audit
Committee, Compensation Committee and Nominating and Corporate Governance
Committee. The Bank's standing committees include an Asset/Liability Management
Committee, a Loan Committee, an Investment Committee and a Budget Committee.
During the year ended December 31, 2004, our board of directors held twelve
regular meetings and two special meetings. No director attended fewer than 75%
in the aggregate of the total number of board meetings held and the total number
of committee meetings in which he or she served during fiscal 2004.
The Nominating and Corporate Governance Committee
The Nominating and Corporate Governance Committee 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 Nominating and Corporate Governance Committee.
The full Board of Directors, acting as a nominating committee, met one time
during 2004.
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 of Directors and to select director nominees to be
presented for shareholder 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 of Directors regarding committee membership;
o to develop and recommend to the Board of Directors for its approval
corporate governance guidelines; and
o to develop and recommend to the Board of Directors for its approval
a self-evaluation process for the Board of Directors 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 of Directors 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 of Directors with that
of obtaining new perspectives. If any member of the Board of Directors does not
wish to continue in service, or if the Nominating and Corporate Governance
Committee of the Board of Directors decides not to re-nominate a member for
re-election, or if the size of the Board of Directors is increased, the
Nominating and Corporate Governance Committee would solicit suggestions for
director candidates from all board members. In addition, the Nominating and
Corporate Governance Committee is authorized by its charter to engage a third
party
6
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 of
Directors 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
shareholders; and
o has the capacity and desire to represent the balanced, best
interests of the shareholders 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
Nasdaq corporate governance listing standards, and if a nominee is sought for
service on the Company's 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 of Directors has adopted procedures for the submission of
director nominees by shareholders. If a determination is made that an additional
candidate is needed for the Board of Directors, the Nominating and Corporate
Governance Committee will consider candidates submitted by the Company's
shareholders. Shareholders can submit 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 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 advanced more than 30 days
prior to or delayed by more than 30 days after the anniversary of the preceding
year's annual meeting, the shareholder'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 shareholder as they appear on the
Company's books, and number of shares of the Company's common stock
that are owned beneficially by such shareholder (if the shareholder
is not a holder of record, appropriate evidence of the shareholder'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 shareholder'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;
7
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 shareholder 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.
The Company has no written procedural or informational requirements for
the presentation of a shareholder nomination at the Annual Meeting of
Shareholders. It is expected that any person making a shareholder nomination at
the Annual Meeting will provide the information set forth above regarding
themselves and the proposed nominee.
Shareholder Communications with the Board
A shareholder of the Company who wants to communicate with the Board of
Directors 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
shareholder of the Company 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 of Directors 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.
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 Code of
Ethics of the Company has been filed as an exhibit to the Annual Report on Form
10-K.
The Audit Committee
The Audit Committee consists 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;
8
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 seven times during 2004. The Company's Board of
Directors has adopted a written charter for the Audit Committee. The Audit
Committee reports to the Board of Directors 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,
2004;
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
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, 2004 to be filed with the SEC. In addition, the Audit
Committee approved the appointment of Radics & Co., LLC as independent auditors
(and Beard Miller Company LLP, as successor) for the Company for the fiscal year
ending December 31, 2005, subject to the ratification of the appointment by the
shareholders of the Company.
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. Bielan
Joseph Brogan
Dr. August Pellegrini, 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
9
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.
Director Compensation
During the year ended December 31, 2004, the Company paid no board fees
but the Bank's Board of Directors received fees totaling $163,950. Directors
received fees of between $8,200 and $13,800 based on their tenure. Directors
Collins, Coughlin and Mindiak, 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 Federal Deposit Insurance Corporation 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.
Executive Compensation
Summary Compensation Table. The following table provides information about
the compensation paid for the years ended December 31, 2004, December 31, 2003,
and December 31, 2002 to our Chief Executive Officer, and other officer's total
annual salary and bonus for the year ended December 31, 2004 totaled $100,000 or
more (the "Named Officers").
Long-Term
Annual Compensation (1) Compensation
------------------------------------------------- -----------------------
Awards
-----------------------
Year Other Annual Restricted Options/ All Other
Name and Ended Salary Compensation Stock SARS Compensation
Principal Position 12/31 ($)(1) Bonus ($) ($)(2) Awards ($) (#) ($)
---------------------------- ----- -------- --------- ------------ ---------- --------- ------------
Donald Mindiak 2004 $131,250 $ 65,625 $ -- $ -- 9,125 $ --
President, Chief 2003 125,000 62,500 -- -- 14,579 --
Executive Officer and 2002 92,500 40,000 -- -- 15,125 --
Director
James E. Collins 2004 $ 94,500 $ 47,250 $ -- $ -- 9,125 $ --
Senior Lending Officer 2003 90,000 45,000 -- -- 15,701 --
2002 72,500 25,000 -- -- 15,125 --
Thomas M. Coughlin 2004 $ 94,500 $ 47,250 $ -- $ -- 9,125 $ --
Chief Financial Officer 2003 90,000 45,000 -- -- 15,163 --
and Chief Operating 2002 72,500 25,000 -- -- 15,125 --
Officer
Olivia Klim 2004 $ 94,500 $ 47,250 $ -- $ -- 3,125 $ --
Executive Vice President 2003 90,000 45,000 -- -- -- --
- Business Development 2002 72,500 25,000 -- -- 15,125 --
Amer Saleem 2004 $ 85,000 $ 42,500 $ -- $ -- 3,125 $ --
Vice President - 2003 77,500 38,750 -- -- 513 --
Commercial Lending 2002 70,000 5,000 -- -- 1,513 --
----------
(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.
10
Compensation Committee Interlocks and Insider Participation. During the
fiscal year ended December 31, 2004, the Compensation Committee, which consisted
of Robert Ballance, Joseph Brogan, Mark D. Hogan, Joseph Lyga and Alexander
Pasiechnik, met three times 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 2004 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 Compensation 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 quantitative and nonquantitative
factors described above was considered by the Compensation 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, Mark D. Hogan, Joseph Lyga and Alexander Pasiechnik.
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 Bank leases its 40th Street branch office from a limited liability
company owned by all directors other than Mr. Mindiak. Based upon a market
rental value appraisal obtained prior to entering into the lease agreement, 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 Bank. During 2004 total lease payments of $111,240 were made to the
limited liability company. Payments under the lease currently total $9,270 per
month.
11
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
Federal Deposit Insurance Corporation 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. The Company's 2003 Stock Option Plan provided for
the grant of options to purchase 287,128 shares of common stock, adjusted for
stock dividends. Pursuant to the 2003 Stock Option Plan, options to purchase
9,125 shares of Common Stock were each granted to each director in 2004 at an
exercise price of $14.80 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 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.
12
Set forth below are all option grants to directors and exercise price of
such grants during the year ended December 31, 2004.
Director's Name Option Awards Exercise Price
----------------------------- ------------- --------------
Robert Ballance 13,274 $14.80
Judith Q. Bielan 13,274 $14.80
Joseph Brogan 13,274 $14.80
James E. Collins 9,125 $14.80
Thomas M. Coughlin 9,125 $14.80
Mark D. Hogan 13,274 $14.80
Joseph Lyga 13,274 $14.80
Donald Mindiak 9,125 $14.80
Alexander Pasiechnik 13,274 $14.80
Dr. August Pellegrini, Jr. 13,274 $14.80
2002 Stock Option Plan. The Company's 2002 Stock Option Plan provided for
the grant of options to purchase 193,584 shares of common stock, adjusted for
stock dividends. Pursuant to the 2002 Stock Option Plan, options to purchase
4,149 shares of Common Stock were granted to each non-employee director in 2004
at an exercise price of $14.80 per share, respectively, the fair market value of
the underlying shares on the date of the award, adjusted for stock dividends.
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.
13
Set forth in the table that follows is information relating to options
granted under the 2003 Stock Option Plan and 2002 Stock Option Plan to the Named
Officers during the fiscal year ended December 31, 2004.
======================================================================================================================
OPTION GRANTS IN LAST FISCAL YEAR
======================================================================================================================
Individual Grants
----------------------------------------------------------------------------------------------------------------------
Percent of Total
Options Granted
to Exercise or
Options Granted Employees in FY Base Price Expiration Grant Date Present Value
Name (1) 2004 ($)(1) Date ($)(2)
----------------------------------------------------------------------------------------------------------------------
Donald Mindiak 9,125 16.4% $14.80 8/11/2014 $9.57
----------------------------------------------------------------------------------------------------------------------
James E. Collins 9,125 16.4% $14.80 8/11/2014 $9.57
----------------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 9,125 16.4% $14.80 8/11/2014 $9.57
----------------------------------------------------------------------------------------------------------------------
Olivia Klim 3,125 5.6% $14.80 8/11/2014 $9.57
----------------------------------------------------------------------------------------------------------------------
Amer Saleem 3,125 5.6% $14.80 8/11/2014 $9.57
======================================================================================================================
----------
(1) The exercise price of the options is equal to the fair market value of the
underlying shares on the date of the award.
(2) Derived using the Black-Scholes option pricing model with the following
assumptions: volatility of 62.58%; risk free rate of return of 3.92%;
dividend yield of 0.00%; and a 7 year option life.
Set forth below is certain information concerning options outstanding to
the Named Officers at December 31, 2004, and the options exercised by the Named
Officers during 2004.
===========================================================================================================================
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
---------------------------------------------------------------------------------------------------------------------------
Number of Unexercised Value of Unexercised In-The-
Options at year-End Money Options at Year-End (1)
Shares Acquired ----------------------------- -------------------------------
Upon Exercise(2) Value Realized ($) Exercisable/Unexercisable (#) Exercisable/Unexercisable ($)
---------------------------------------------------------------------------------------------------------------------------
Donald Mindiak 8,965 -- 7,766/22,098 67,684/173,057
---------------------------------------------------------------------------------------------------------------------------
James E. Collins 9,190 -- 7,990/22,771 69,359/178,091
---------------------------------------------------------------------------------------------------------------------------
Thomas M. Coughlin 9,083 -- 7,883/22,447 68,559/175,668
---------------------------------------------------------------------------------------------------------------------------
Olivia Klim 6,050 -- 3,650/8,550 40,652/86,742
---------------------------------------------------------------------------------------------------------------------------
Amer Saleem 708 -- 1,031/3,412 7,180/20,433
===========================================================================================================================
----------
(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, 2004, at which date the last trade price of the Common Stock
as stated on the Electronic Bulletin Board was $19.15 per share.
(2) Adjusted for subsequent 25% stock dividend.
Compensation Plans
Set forth below is information as of December 31, 2004 regarding equity
compensation plans that have been approved by shareholders. The Company has no
equity based benefit plans that were not approved by shareholders.
==========================================================================================================================
Number of securities to be Number of securities remaining
issued upon exercise of Weighted average available for issuance under
Plan outstanding options and rights exercise price(2) plan
--------------------------------------------------------------------------------------------------------------------------
Equity compensation plans approved
by shareholders................. 355,542(1) $ 11.65 2,949(3)
--------------------------------------------------------------------------------------------------------------------------
Equity compensation plans not
approved by shareholders........ -- -- --
--------------------------------------------------------------------------------------------------------------------------
Total..................... 355,542 $ 11.65 2,949
==========================================================================================================================
----------
(1) Consists of options to purchase (i) 122,174 shares of common stock under
the 2002 Stock Option Plan and (ii) 233,368 shares of common stock under
the 2003 Stock Option Plan.
(2) The weighted average exercise price reflects the exercise price of $13.25
per share for options granted under the 2003 Stock Option Plan and $8.58
per share for options under the 2002 Stock Option Plan.
(3) Consists of options to purchase 2,084 shares under the 2003 Stock Option
Plan and 865 shares under the 2002 Stock Option Plan.
14
--------------------------------------------------------------------------------
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 the Company's common 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 March 7, 2005, the Company had
approximately 1,700 shareholders of record.
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, 2004, (b) the cumulative
total return on all publicly traded commercial bank stocks over such period, and
(c) the cumulative total return of Nasdaq Market Index over such period.
Cumulative return assumes the reinvestment of dividends, and is expressed in
dollars based on an assumed investment of $100.
--------------------------------------------------------------------------------
BCB BANCORP, INC.
--------------------------------------------------------------------------------
[LINE GRAPH]
Period Ending
----------------------------------------------------
Index 05/01/03 06/30/03 12/31/03 06/30/04 12/31/04
------------------------------------------------------------------------------
BCB Bancorp, Inc. 100.00 93.65 153.65 125.02 167.18
NASDAQ Composite 100.00 110.28 136.50 139.82 148.99
SNL Bank Index 100.00 107.92 126.27 127.92 141.50
15
--------------------------------------------------------------------------------
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 its common stock if,
after payment of the dividend, the Company would be unable to pay its debts as
they become due in the usual course of business, or if its total assets would be
less than its total liabilities.
--------------------------------------------------------------------------------
PROPOSAL II - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
--------------------------------------------------------------------------------
The Company's independent auditors for the year ended December 31, 2004
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, 2005, subject to the ratification of the engagement by the
Company's shareholders at this Annual Meeting. On February 24, 2005, Radics
entered into an agreement to combine with Beard Miller Company LLP ("Beard
Miller") effective April 1, 2005. The Audit Committee of the Board of Directors
has approved Beard Miller as independent auditors upon completion of the
combination described above. Representatives of the independent auditors 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.
Shareholder ratification of the selection of the independent auditors is
not required by the Company's bylaws or otherwise. However, the Board of
Directors is submitting the selection of the independent auditors to the
shareholders for ratification as a matter of good corporate practice. If the
shareholders fail to ratify independent auditors selected by the Audit
Committee, 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 shareholders.
Fees Paid to Radics
Set forth below is certain information concerning aggregate fees billed
for professional services rendered by Radics during 2004 and 2003:
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 $47,000 and $28,750 during the fiscal years ended December 31, 2004 and
2003, 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 $5,500 and $600 during
the fiscal years ended December 31, 2004 and 2003, respectively. These services
included a review of the Company's Form 10-K and proxy statement filing for the
years ended December 31, 2004 and December 31, 2003.
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 $3,000 during the fiscal years ended December 31, 2004
and 2003, 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 work papers relative to the same.
16
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, 2004 and
2003, respectively.
The Audit Committee has considered whether the provision of non-audit
services, which relate primarily to costs incurred with the 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
2005 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
--------------------------------------------------------------------------------
PROPOSAL III - AMENDING ADOPTION OF A STAGGERED BOARD OF DIRECTORS
--------------------------------------------------------------------------------
If this proposal is approved, our Certificate of Incorporation will be
amended to divide our Board of Directors into three classes based on their terms
of office: Class I, Class II and Class III. Such classes shall be as nearly
equal in number of directors as possible. Each director shall serve for a term
ending on the third annual meeting of shareholders following the annual meeting
at which that director was elected. However, the directors first designated as
Class I directors shall serve for a term expiring at the next annual meeting of
shareholders following the date of the 2004 Annual Meeting of shareholders, the
directors first designated as Class II directors shall serve for a term expiring
at the second annual meeting of shareholders following the date of the 2004
Annual Meeting of shareholders, and the director first designated as a Class III
director shall serve for a term expiring at the third annual meeting of
shareholders following the date of the 2004 Annual Meeting of shareholders. If
this proposal is adopted, the directors named herein, if elected, will be
classified as follows: Class I: Thomas Coughlin, Joseph Lyga and Alexander
Pasiechnik; Class II: Judith Q. Bielan, James E. Collins and Mark D. Hogan;
Class III: Robert Ballance, Joseph Brogan, Donald Mindiak and Dr. August
Pellegrini, Jr.
Our Board of Directors believe that dividing the directors into three
classes is advantageous to us and our shareholders because by providing that
directors will serve three-year terms rather than one-year terms the likelihood
of continuity and stability in the policies formulated by the Board of Directors
will be enhanced. While management has not experienced any problems with
continuity in the past, it wishes to ensure that this experience will continue
and believes that the staggered election of directors will promote continuity
because only one class of directors will be subject to election each year.
The amendment would significantly extend the time required to make any
change in control of our Board of Directors and will tend to discourage any
hostile takeover bid for the Company. Presently, a change in control of the
Board of Directors can be made by the holders of a majority of our shares of
common stock at a single annual
17
meeting. Under the proposed amendment, it will take at least two annual meetings
for such shareholders to make a change in control of our Board of Directors,
because only a minority of the directors will be elected at each meeting.
Staggered terms would guarantee that approximately two-thirds of the directors,
or more, at any one time have at least one year's experience as directors of the
Company.
One method for a takeover bidder to obtain control is to acquire a
majority of the outstanding shares of a company through a tender offer or open
market purchases and then using its voting to remove the existing directors.
Requiring cause in order to remove a director would defeat this strategy.
Potential takeover bidders will therefore be more likely to negotiate with the
existing Board regarding a change of control. The Board believes that the
adoption of the proposed amendment to our Certificate of Incorporation would
properly condition a directors' continued service upon his ability to serve
rather than his position relative to a dominant shareholder.
The approval of this proposal would eliminate the right of shareholders to
remove directors without cause even if shareholders believe such a change would
be desirable. Removing a director where cause is required is more difficult,
unless cause is readily apparent. If shareholders cannot remove directors
without cause, directors might be less responsive to shareholders.
Shareholders should recognize that this proposal will make more difficult
the removal of a director in circumstances which do not constitute a takeover
attempt and where, in the opinion of the holders of a majority of our
outstanding shares, cause for such removal may exist. Moreover, this proposal
may have the effect of delaying an ultimate change in existing management which
might be desired by a majority of the shareholders.
The affirmative vote of a majority of the votes cast and eligible to vote
will be required to alter, amend, rescind or repeal this provision of our
Certificate of Incorporation.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR PROPOSAL III.
--------------------------------------------------------------------------------
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 November 15, 2005.
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 other matter should properly come before the Annual Meeting, the
Proxy Committee of the Board of Directors will have authority to vote its
proxies in its discretion with respect to any matter as to which the Board of
Directors is not notified at least five business days before the date of the
Proxy Statement.
--------------------------------------------------------------------------------
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 materials
to the beneficial owners of Company common stock. Directors, officers and
regular employees of the Company may solicit proxies personally or by telegraph
or telephone without additional compensation.
18
A FORM 10-K CONTAINING FINANCIAL STATEMENTS AT AND FOR THE YEAR ENDED
DECEMBER 31, 2004 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), AND ARE AVAILABLE WITHOUT CHARGE BY WRITING
TO BCB BANCORP, INC. AT 104-110 AVENUE C, BAYONNE, NEW JERSEY 07002, ATTENTION:
CORPORATE SECRETARY.
BY ORDER OF THE BOARD OF DIRECTORS
Mark D. Hogan
Chairman of the Board
Bayonne, New Jersey
March 14, 2005
19
CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION OF
BCB BANCORP, INC.
Pursuant to the provisions of Section 14A:9-2(4) and Section 14A:9-4(3) of
the New Jersey Business Corporations Act, the undersigned corporation executes
this Certificate of Amendment to the Certificate of Incorporation.
1. The name of the corporation is BCB Bancorp, Inc.
2. The following amendment to the Certificate of Incorporation was
approved by the directors and thereafter duly adopted by the
shareholders of the corporation on the ______ day of 2005.
Resolved, that the corporation's Certificate of Incorporation
be amended to include the following new Article IX:
" ARTICLE IX
Staggered Board of Directors
The number of directors shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution
adopted by a majority of the whole board. The directors shall
be divided into three classes, with the term of office of the
first class to expire at the next annual meeting of
stockholders, the term of office of the second class to expire
at the annual meeting of stockholders one year thereafter and
the term of office of the third class to expire at the annual
meeting of stockholders two years thereafter. At each annual
meeting of stockholders following such initial classification
and election, directors elected to succeed those directors
whose terms expire shall be elected for a term of office to
expire at the third succeeding annual meeting of stockholders
after their election."
3. The number of shares outstanding at the time of adoption of the
amendment was ________________.
4. The total number of shares entitled to vote thereon was
______________.
5. The number of shares voting for and against such amendment is as
follows:
Number of Shares Voting FOR the Amendment: ______________
Number of Shares Voting AGAINST the Amendment: ____________
[Signature page follows]
A-1
IN WITNESS WHEREOF, the undersigned has signed this Certificate of
Amendment to the Certificate of Incorporation on this _____ day of ____, 2005
BCB BANCORP, INC.
By:
-------------------------------------
Donald Mindiak
President and Chief Executive Officer
A-2
PROXY CARD
REVOCABLE PROXY
BCB BANCORP, INC.
ANNUAL MEETING OF SHAREHOLDERS
April 28, 2005
The undersigned hereby appoints 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, New Jersey
07002 on April 28, 2005, at 10:00 a.m. Eastern time. The Board of Directors are
authorized to cast all votes to which the undersigned is entitled as follows:
VOTE
1. The election as directors of all nominees listed below FOR WITHHELD
(except as marked to the contrary below). --- --------
Robert Ballance |_| |_|
Judith Q. Bielan
Joseph Brogan
James E. Collins
Thomas M. Coughlin
Mark D. Hogan
Joseph Lyga
Donald Mindiak
Alexander Pasiechnik
Dr. August Pellegrini, Jr.
INSTRUCTION: To withhold your vote for one or
more nominees, write the name of the nominee(s)
on the lines below.
------------------------------------
------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the appointment of Beard --- ------- -------
Miller Company LLP, as successor to Radics & Co.,
LLC as independent auditors for the Company for |_| |_| |_|
the year ending December 31, 2005.
FOR AGAINST ABSTAIN
3. Approval of an Amendment to the Certificate of --- ------- -------
Incorporation to FOR AGAINST ABSTAIN provide for
a staggered Board of Directors. |_| |_| |_|
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 PROPOSALS STATED ON THIS PROXY. IF ANY OTHER
BUSINESS IS PRESENTED AT SUCH ANNUAL MEETING, A MAJORITY OF THE BOARD OF
DIRECTORS WILL HAVE THE AUTHORITY TO VOTE IN THEIR DISCRETION WITH RESPECT TO
ANY MATTER AS TO WHICH THE BOARD OF DIRECTORS IS NOT NOTIFIED AT LEAST FIVE
BUSINESS DAYS BEFORE THE DATE OF THIS PROXY STATEMENT.
The Annual Meeting may be postponed or adjourned for the purpose of
soliciting additional proxies.
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 March
14, 2005 and the Annual Report on Form 10-K with audited financial statements.
|_| Check Box if You Plan
Dated: ____________________ to Attend Annual Meeting
______________________________________ _________________________________
PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
______________________________________ _________________________________
SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this proxy card. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title.
Please complete and date this proxy card and return it promptly
in the enclosed postage-prepaid envelope.
2