SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 15, 2011
BRIDGE BANCORP, INC.
(Exact name of the registrant as specified in its charter)
(Registrants telephone number)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):
Item 1.01 Entry into a Material Definitive Agreement
On December 15, 2011, Bridge Bancorp, Inc. (the Company), and its wholly owned subsidiary, The Bridgehampton National Bank, entered into a Placement Agency Agreement (the Agreement) with Sandler ONeill & Partners, L.P. as placement agent, relating to the offering, issuance and sale directly to selected institutional investors and other private investors (the Purchasers) of an aggregate of 1,377,000 shares (the Shares) of the Companys common stock at a price of $17.50 per share (the Offering). The Company estimates that the net proceeds from the Offering will be approximately $23 million, after deducting all estimated offering expenses and placement agency fees that are payable by the Company. The sale of the Shares to the Purchasers is being made pursuant to purchase agreements, dated December 15, 2011, between the Company and each of the Purchasers (each, a Purchase Agreement and collectively, the Purchase Agreements). The Offering is expected to close on or about December 20, 2011, subject to satisfaction of customary closing conditions.
The Shares being sold in the Offering were offered pursuant to a prospectus supplement (the Prospectus Supplement) filed with the Securities and Exchange Commission (the Commission) on December 15, 2011, to the accompanying prospectus filed with the Commission as part of the Companys Registration Statement on Form S-3 declared effective by the Commission on July 10, 2009 (File No. 333-160240).
The foregoing description of the material terms of the Agreement and the Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the Agreement and the form of Purchase Agreement, copies of which are attached to this Current Report on Form 8-K (this Form 8-K) as Exhibits 1.1 and 10.1, respectively, and incorporated herein by reference.
Item 8.01 Other Events
Exhibits 5.1 and 23.1 to this Form 8-K, the legal opinion and consent, respectively, of Luse Gorman Pomerenk & Schick, P.C., are filed herewith in connection with the Companys Registration Statement and are incorporated therein.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed herewith:
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: December 16, 2011