Attached files
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| EX-99.1 - EXHIBIT 99.1 - DIME COMMUNITY BANCSHARES INC | ex99_1.htm |
| EX-5.1 - EXHIBIT 5.1 - DIME COMMUNITY BANCSHARES INC | ex5_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 4, 2020
DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)
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Delaware
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000-27782
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11-3297463
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(IRS Employer Identification No.)
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300 Cadman Plaza West, 8th Floor
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Brooklyn, New York
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11201
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(Address of principal executive offices)
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(Zip Code)
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(718) 782-6200
(Registrant’s telephone number)
N/A
(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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DCOM
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The Nasdaq Global Select Market
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| Preferred Stock, $0.01 Par Value | DCOMP | The Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR
§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 3.03
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Material Modification to Rights of Security Holders
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On February 5, 2020, Dime Community Bancshares, Inc. (the “Registrant”) issued an aggregate of 2,999,200 shares of the Registrant’s 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series
A, par value $0.01 (the “Preferred Stock”), with a liquidation preference of $25.00 per share.
Under the terms of the Preferred Stock, the ability of the Registrant to pay dividends on, make distributions with respect to, or to redeem, purchase or acquire, or make a liquidation payment on its
common stock or preferred stock ranking on parity with or junior to the Preferred Stock, if any, will be subject to restrictions in the event that the Company does not declare and pay or set aside a sum sufficient for the payment of dividends on the
Preferred Stock for the most recently completed dividend period, or, in the case of any such liquidation payment, does not pay to the holders of the Preferred Stock liquidation distributions of $25.00 per share, plus an amount equal to any declared
and unpaid dividends.
The terms of the Preferred Stock are more fully described in the Certificate of Designations, Preferences and Rights of the Preferred Stock (the “Certificate of Designations”), which establishes the
rights, preferences, privileges, qualifications, restrictions and limitations of the Preferred Stock. A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The form of certificate
representing the shares of Preferred Stock is attached hereto as Exhibit 4.1 and is incorporated by reference herein.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On February 4, 2020, the Registrant filed the Certificate of Designations with the Secretary of State of the State of Delaware, establishing the rights, preferences, privileges, qualifications, restrictions and
limitations of the Preferred Stock. The Certificate of Designations became effective upon filing. A copy of the Certificate of Designations is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
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Item 8.01
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Other Events
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On February 5, 2020, the Registrant closed the underwritten public offering of the Preferred Stock. A copy of the press release announcing the closing of the offering of the
Preferred Stock is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits.
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Certificate of Designations, Preferences and Rights of 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-A Registration of
Certain Classes of Securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, filed with the Commission on February 5, 2020 (File No. 333-220175))
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Specimen Certificate for 5.50% Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A (incorporated by reference to Exhibit 3.4 to the Registrant’s Form 8-A Registration of Certain Classes of Securities
pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, filed with the Commission on February 5, 2020 (File No. 333-220175))
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Opinion of Luse Gorman, PC
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Consent of Luse Gorman, PC (included in Exhibit 5.1)
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Press release of the Registrant, dated February 5, 2020, announcing the closing of the public offering of the Registrant’s Preferred Stock
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SIGNATURE
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.
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Dime Community Bancshares, Inc.
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(Registrant)
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/s/Avinash Reddy
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Avinash Reddy
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Executive Vice President & Chief Financial Officer
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(Principal Financial Officer)
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Dated: February 5, 2020
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