Attached files
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| EX-99.1 - EXHIBIT 99.1 - DIME COMMUNITY BANCSHARES INC | nt10012470x4_ex99-1.htm |
| EX-1.1 - EXHIBIT 1.1 - DIME COMMUNITY BANCSHARES INC | nt10012470x4_ex1-1.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): June 3, 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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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 Stock Market
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Preferred Stock, Series A, $0.01 Par Value
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DCOMP
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The Nasdaq Stock Market
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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 Sec.230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR Sec.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. □
Item 1.01 Entry into a Material Definitive Agreement
On June 3, 2020, Dime Community Bancshares, Inc. (the “Registrant”) and its wholly-owned subsidiary, Dime Community Bank (the “Bank”), entered into an
underwriting agreement (the “Underwriting Agreement”) with Raymond James & Associates, Inc., as representative of the underwriters named therein (the “Underwriters”), with respect to the sale of 2,000,000 shares of the Registrant’s 5.50%
Fixed-Rate Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share (the “Preferred Stock”), with a liquidation preference of $25.00 per share. The Registrant granted the Underwriters a 30-day option to purchase 300,000
additional shares of Preferred Stock. The offering of the Preferred Stock is being made pursuant to the Registrant’s Registration Statement on Form S-3 (File No. 333-220175), filed with the Securities and Exchange Commission on August 25, 2017.
The Underwriting Agreement includes customary representations, warranties and covenants by the Registrant and the Bank, and customary conditions to
closing and termination provisions. The Registrant also agreed to indemnify the underwriters against certain liabilities under the Securities Act of 1933, as amended. The foregoing description of the Underwriting Agreement is not complete and is
qualified in its entirety by reference to the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01 Other Events
On June 3, 2020, the Registrant issued a press release announcing the pricing of the underwritten public offering of shares of Registrant’s Preferred
Stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
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Underwriting Agreement, dated June 3, 2020, by and among the Registrant, the Bank and Raymond James & Associates, Inc., as representative of the underwriters named therein
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Press release of the Registrant, dated June 3, 2020, announcing the pricing 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: June 4, 2020