SUMMARY

This summary highlights selected information included in this document and does not contain all of the information that may be important to you. You should read this entire document and its appendices and the other documents to which BCB Bancorp refers you before you decide how to vote with respect to the merger agreement. In addition, BCB Bancorp included important business and financial information about Pamrapo Bancorp and BCB Bancorp as appendices. Each item in this summary includes a page reference directing you to a more complete description of that item.

Unless stated otherwise, all references in this Proxy Statement to “BCB” or “BCB Bancorp” are to BCB Bancorp, Inc., all references to “BCB Bank” are to BCB Community Bank, BCB’s wholly-owned banking subsidiary, all references to “Pamrapo” or “Pamrapo Bancorp” are to Pamrapo Bancorp, Inc., all references to “Pamrapo Savings Bank” are to Pamrapo Savings Bank, S.L.A., Pamrapo’s wholly owned banking subsidiary, and all references to the “merger agreement” are to the Merger Agreement, dated as of June 29, 2009, as amended, by and between BCB and Pamrapo, a copy of which is attached as Appendix A to this Joint Proxy Statement/Prospectus.

This document and its appendices, including information included or incorporated by reference in this document, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to: (i) statements of goals, intentions and expectations; (ii) statements regarding business plans, prospects, growth and operating strategies; (iii) statements regarding the asset quality of loan and investment portfolios; (iv) statements regarding estimates of risks and future costs and benefits; and (iv) other statements identified by words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” or words of similar meaning. These forward-looking statements are based on current beliefs and expectations of the management of BCB Bancorp and Pamrapo Bancorp and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. Actual results may differ materially from the anticipated results discussed in these forward-looking statements. See “Forward–Looking Statements” on page 96.

THE MERGER

The merger agreement is attached to this document as Appendix A. BCB Bancorp and Pamrapo Bancorp encourage you to read this agreement carefully, as it is the legal document that governs the merger of Pamrapo Bancorp with and into BCB Bancorp

Pursuant to the merger agreement, Pamrapo Bancorp will merge with and into BCB Bancorp, with BCB Bancorp as the surviving entity. As a result of the merger, the separate corporate existence of Pamrapo Bancorp will cease and BCB Bancorp will succeed to all the rights and be responsible for all the obligations of Pamrapo Bancorp.

In addition, immediately after the merger of Pamrapo Bancorp into BCB Bancorp, Pamrapo Savings Bank will merge into Bayonne Community Bank and the separate corporate existence of Pamrapo Savings Bank shall cease to exist. See “—Subsidiary Merger” beginning on page 74.

Parties to the Merger

BCB Bancorp, Inc. (page 42)

BCB Bancorp, headquartered in Bayonne, New Jersey, is the holding company for Bayonne Community Bank and operates three retail branches in Bayonne and Hoboken, New Jersey and through its executive office. As of June 30, 2009, BCB Bancorp had consolidated assets of $617.6 million, deposits of $450.6 million and stockholders’ equity of $50.8 million.

BCB Bancorp’s principal executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002 and the telephone number is (201) 823-0700.

Pamrapo Bancorp, Inc. (page 43)

Pamrapo Bancorp is a savings and loan holding company and is subject to regulation by the Office of Thrift Supervision (“OTS”), the Federal Deposit Insurance Corporation (“FDIC”) and SEC. Currently, Pamrapo Bancorp does not transact any material business other than through its sole subsidiary, Pamrapo Savings Bank.

Pamrapo Savings Bank is a New Jersey-chartered savings and loan association in stock form and a wholly-owned subsidiary of Pamrapo that operates 10 branch offices, seven of which are located in Bayonne, one in Hoboken, one in Jersey City and one in Monroe, New Jersey.

As a community-oriented institution, Pamrapo Savings Bank is principally engaged in attracting retail deposits from the general public and investing those funds in fixed-rate one- to four-family residential mortgage loans and, to a lesser extent, in multi-family residential mortgage loans, commercial real estate loans, home equity and second mortgage loans, consumer loans and mortgage-backed securities. Pamrapo Savings Bank’s revenues are derived principally from interest on loans and mortgage-backed securities, interest and dividends on investment securities and short-term investments, and other fees and service charges. Pamrapo Savings Bank’s primary sources of funds are deposits and, to a lesser extent, FHLB-NY advances and other borrowings. Pamrapo Savings Bank deposits are insured up to applicable limits by the Deposit Insurance Fund (“DIF”) administered by the FDIC. The OTS is the primary regulator for Pamrapo Savings Bank.

Pamrapo Savings Bank was organized in 1887 as Pamrapo Building and Loan Association. On October 6, 1952, it changed its name to Pamrapo Savings and Loan Association, a New Jersey chartered savings and loan association in mutual form, and in 1988 Pamrapo Savings and Loan Association changed its name to Pamrapo Savings Bank, S.L.A. Pamrapo Savings Bank’s principal office is located in Bayonne, New Jersey.

Pamrapo Savings Bank has two wholly-owned subsidiaries: Pamrapo Investment Company and Pamrapo Service Corporation. Pamrapo Investment Company manages and maintains certain tangible assets of the Bank for investment purposes. As of April 30, 2009, Pamrapo Service Corporation is no longer doing business.

As of June 30, 2009, Pamrapo Bancorp had assets of $575.5 million, deposits of $449.3 million and stockholders’ equity of $50.4 million. Pamrapo Bancorp’s principal executive office is located at 611 Avenue C, Bayonne, New Jersey 07002, and the telephone number is (201) 339-4600.

Pamrapo Bancorp was incorporated under Delaware law on June 26, 1989 and changed its state of incorporation from Delaware to New Jersey on March 29, 2001. On November 10, 1989, Pamrapo Bancorp acquired Pamrapo Savings Bank, S.L.A. (“Pamrapo Savings Bank”) as a part of its conversion from a New Jersey chartered savings association in mutual form to a New Jersey chartered stock savings association. For more information on Pamrapo Bancorp, see “Where You Can Find More Information” on page ii.

Consideration to be Received in the Merger by Pamrapo Bancorp Stockholders (Page 43)

If the merger agreement is approved and the merger is subsequently completed, each outstanding share of Pamrapo Bancorp common stock will be converted into the right to receive 1.0 share of BCB Bancorp common stock for each share of Pamrapo Bancorp common stock, which we refer to as the exchange ratio.

Holders of Pamrapo Bancorp common stock will not receive any fractional share of BCB shares in the merger. Instead, BCB Bancorp will make a cash payment to each Pamrapo Bancorp stockholder who would otherwise receive a fractional share.

The merger agreement provides for adjustments to the exchange ratio to reflect fully the effect of any stock split, stock dividend, merger, recapitalization, reclassification or other like change in capitalization or other distribution in such common stock prior to the merger. For a more complete description of the merger consideration, see “The Proposed Merger and the Merger Agreement – Merger Consideration” beginning on page 43.

Conversion of Pamrapo Stock Options (Page 44)

At the Effective Time of the merger, each option granted by Pamrapo to purchase shares of Pamrapo common stock which is outstanding and unexercised immediately prior to the Effective Time of the merger, shall be converted automatically into an option to purchase shares of BCB common stock. See “The Proposed Merger and the Merger Agreement – Treatment of Pamrapo Bancorp, Inc. Stock Options” beginning on page 44.

Material United States Federal Income Tax Consequences of the Merger for Pamrapo Bancorp Stockholders (page 84)

Pamrapo Bancorp expects that, for United States federal income tax purposes, holders of Pamrapo common stock generally will not recognize any gain or loss with respect to your shares of Pamrapo Bancorp common stock exchanged for shares of BCB Bancorp common stock in the merger, except with respect to any cash received in lieu of a fractional share interest in BCB Bancorp common stock.

You should read “The Proposed Merger and the Merger Agreement - Material United States Federal Income Tax Consequences of the Merger” starting on page 84 for a more complete discussion of the federal income tax consequences of the merger. Tax matters can be complicated and the tax consequences of the merger to you will depend on your particular tax situation. You should consult your tax advisor to fully understand the tax consequences of the merger to you.

Pamrapo’s Board of Directors Unanimously Recommends Stockholder Approval of the Merger (page 47)

The board of directors of Pamrapo Bancorp believes that the merger presents a unique opportunity to merge with a leading community financial institution that will have significantly greater financial strength and earning power than Pamrapo Bancorp would have on its own, as well as the added scale necessary to undertake and solidify leadership positions in key business lines.

As a result, Pamrapo Bancorp’s board of directors unanimously approved the merger agreement. Pamrapo Bancorp’s board of directors believes that the merger and the merger agreement are fair to and in the best interests of Pamrapo Bancorp and Pamrapo Bancorp’s stockholders and unanimously recommends that you vote “FOR” adoption of the merger agreement.

BCB’s Board of Directors Unanimously Recommends Stockholder Approval of the Merger (page 49)

The board of directors of BCB Bancorp believes that the merger presents a unique opportunity to merge with a leading community financial institution that will have significantly greater financial strength and earning power than BCB Bancorp would have on its own, as well as the added scale necessary to undertake and solidify leadership positions in key business lines.

As a result, BCB Bancorp’s board of directors unanimously approved the merger agreement. BCB Bancorp’s board of directors believes that the merger and the merger agreement are fair to and in the best interests of BCB Bancorp and BCB Bancorp’s stockholders and unanimously recommends that you vote “FOR” adoption of the merger agreement and “FOR” the amendment to the Certificate of Incorporation.

Opinion of Pamrapo Bancorp’s Financial Advisor (page 51 and Appendix B)

On June 15, 2009, Endicott Financial Advisors, L.L.C. (“Endicott”) delivered its written opinion to the Pamrapo Bancorp board of directors that, as of that date and subject to the assumptions, considerations and limitations set forth in its opinion, the per share consideration to be received by the shareholders of Pamrapo in the merger is fair, from a financial point of view, to holders of Pamrapo’s common stock. The full text of the opinion of Endicott is included in this Proxy Statement as Appendix B. Pamrapo Bancorp encourages you to read this opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations of the review undertaken by Endicott. The opinion of Endicott is directed to Pamrapo Bancorp’s board of directors in connection with its consideration of the merger and does not constitute a recommendation to you or any other stockholder as to how to vote with respect to the merger, or any other matter relating to the proposed transaction. Endicott will receive a fee for its services in connection with the merger, including rendering the fairness opinion, a significant portion of which is contingent upon consummation of the merger.

Opinion of BCB Bancorp’s Financial Advisor (page 63 and Appendix C)

In connection with the merger, the board of directors of BCB Bancorp received the written opinion of FinPro, Inc., BCB Bancorp’s financial advisor, as to the fairness, from a financial point of view, of the consideration to be being offered in the merger by BCB Bancorp. The full text of the opinion of FinPro, Inc., is included in this document as Appendix C. BCB Bancorp encourages you to read this opinion carefully in its entirety for a description of the procedures followed, assumptions made, matters considered and limitations of the review undertaken by FinPro, Inc. The opinion of FinPro, Inc. is directed to BCB Bancorp’s board of directors and does not constitute a recommendation to you or any other stockholder as to how to vote with respect to the merger, or any other matter relating to the proposed transaction. FinPro, Inc. will receive a fee for its services in connection with the merger, including rendering the fairness opinion, a significant portion of which is contingent upon consummation of the merger.

Special Meeting of Stockholders of Pamrapo Bancorp (page 38)

Pamrapo Bancorp will hold a special meeting of its stockholders on December 22, 2009, at 11:00 a.m., New York time, at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey. At the special meeting of stockholders, you will be asked to:

You are entitled to vote at the special meeting of stockholders if you owned shares of Pamrapo Bancorp common stock at the close of business on the record date, November 6, 2009. On that date, there were 4,935,542 shares of Pamrapo Bancorp common stock outstanding and entitled to vote at the special meeting of stockholders. You may cast one vote at the special meeting for each share of Pamrapo Bancorp common stock that you owned on the record date.

Even if you expect to attend the special meeting of stockholders, Pamrapo Bancorp recommends that you promptly complete and return your proxy card in the enclosed return envelope.

The Pamrapo board of directors recommends that Pamrapo stockholders vote “FOR” the proposals set forth above.

Special Meeting of Stockholders of BCB Bancorp (page 40)

BCB Bancorp will hold a special meeting of its stockholders on December 17, 2009, at 10:00 a.m., New York time, at The Chandelier Restaurant, 1081 Broadway, Bayonne, New Jersey. At the special meeting of stockholders, you will be asked to:

The BCB board of directors recommends that BBC stockholders vote “FOR” the proposals set forth above.

You may vote at the special meeting of stockholders if you owned shares of BCB Bancorp common stock at the close of business on the record date, November 6, 2009. On that date, there were 4,659,475 shares of BCB Bancorp common stock outstanding and entitled to vote at the special meeting of stockholders. You may cast one vote for each share of BCB Bancorp common stock you owned on the record date.

Even if you expect to attend the special meeting of stockholders, BCB Bancorp recommends that you promptly complete and return your proxy card in the enclosed return envelope.

Pamrapo Bancorp Stockholder Vote Required (page 38)

Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of Pamrapo Bancorp common stock cast. As of the record date, directors and executive officers of Pamrapo Bancorp beneficially owned 441,662 shares of Pamrapo Bancorp common stock entitled to vote at the special meeting of stockholders. This represents approximately 8.95% of the total votes entitled to be cast at the special meeting of stockholders. These individuals have agreed to vote “FOR” adoption of the merger agreement.

BCB Bancorp Stockholder Vote Required (page 40)

Adoption of the merger agreement requires the affirmative vote of the holders of a majority of the shares of BCB Bancorp common stock cast. The amendment to the Certification of Incorporation requires the affirmative vote of the holders of a majority of the shares of BCB Bancorp common stock cast. As of the record date, directors and executive officers of BCB Bancorp beneficially owned 1,237,720 shares of BCB Bancorp common stock entitled to vote at the special meeting of stockholders. This represents approximately 26.6% of the total votes entitled to be cast at the special meeting of stockholders. These individuals have agreed to vote “FOR” adoption of the merger agreement.

Interests of Pamrapo Bancorp’s Directors and Officers in the Merger (page 69)

In considering the recommendation of the board of directors of Pamrapo Bancorp to approve the merger, you should be aware that executive officers and directors of Pamrapo Bancorp have employment and other compensation agreements or plans that give them interests in the merger that are somewhat different from, or in addition to, their interests as Pamrapo Bancorp stockholders.

These interests include, among others, the following:

For a further discussion of interests of directors and executive officers in the merger, see “The Proposed Merger and the Merger Agreement — Interests of Pamrapo Directors and Officers in the Merger” beginning on page 69.

Interests of BCB Bancorp’s Directors and Officers in the Merger (page 72)

In considering the recommendation of the board of directors of BCB Bancorp to approve the merger, you should be aware that executive officers and directors of BCB Bancorp have employment and other compensation agreements or plans that give them interests in the merger that are somewhat different from, or in addition to, their interests as BCB Bancorp stockholders.

Regulatory Approvals Required for the Merger (page 78)

BCB Bancorp cannot complete the merger without the prior approval or non-objection of the Federal Reserve Board of Governors, the Federal Deposit Insurance Corporation and the New Jersey Department of Banking and Insurance. BCB Bancorp is in the process of seeking these approvals. While BCB Bancorp does not know of any reason why BCB Bancorp would not be able to obtain the necessary approvals in a timely manner, BCB Bancorp cannot assure you that these approvals and non-objections will occur or what the timing may be or that these approvals and non-objections will not be subject to one or more conditions that affect the advisability of completing the merger.

Conditions to the Merger (page 77)

Completion of the merger depends on a number of conditions being satisfied or waived, including the following:

BCB Bancorp cannot be certain when, or if, the conditions to the merger will be satisfied or waived or whether or not the merger will be completed.

No Solicitation (page 79)

Pamrapo Bancorp and BCB Bancorp each has agreed, subject to certain limited exceptions, not to initiate discussions with another party regarding a business combination with such other party while the merger is pending.

Termination of the Merger Agreement (page 80)

BCB Bancorp and Pamrapo Bancorp may mutually agree at any time to terminate the merger agreement without completing the merger. Also, either party may decide, without the consent of the other party, to terminate the merger agreement under specified circumstances, including if the merger is not consummated by June 30, 2010, if the required regulatory approval is not received or if the other party breaches its agreements.

Termination Fee (page 82)

If the merger agreement is terminated by either Pamrapo Bancorp or BCB Bancorp due to the following circumstances:

the breaching party must pay a termination fee of $2.5 million to the other party. BCB Bancorp and Pamrapo Bancorp agreed to this termination fee arrangement in order to induce each other to enter into the merger agreement. The termination fee requirement may discourage other companies from trying or proposing to combine with either BCB Bancorp or Pamrapo Bancorp before the merger is completed. For a more complete description of the Termination Fee, see “The Proposed Merger and the Merger Agreement — Termination Fees” beginning on page 82.

BCB and Pamrapo shall pay the documented fees and expenses of the other party, in an amount not to exceed $750,000, if the terminating party enters into an agreement to be acquired by purchase, consolidation, sale, transfer or otherwise, in one transaction or any related series of transactions, a majority of the voting power of its outstanding securities or substantially all of its consolidated assets, within six months of such termination. However, if Pamrapo enters into such agreement with a party whose name has been previously disclosed to BCB in the merger agreement, Pamrapo shall pay $2.5 million but shall not pay the documented fees and expenses described in this paragraph, but may be required to pay, subject to the conditions in the merger agreement, the $2.5 million termination fee described above.

If either BCB or Pamrapo fails to timely pay the termination fee to the other, the non-complying party will be obligated to pay the costs and expenses incurred by the other in connection with any action in which it prevails, taken to collect payment of such amounts, together with interest.

Comparison of Stockholders’ Rights (page 88)

BCB and Pamrapo are both New Jersey corporations subject to the provisions of the New Jersey Business Corporation Act. Upon consummation of the merger, stockholders of Pamrapo who receive shares of BCB common stock in exchange for their shares of Pamrapo common stock will become stockholders of BCB and their rights as stockholders of BCB will be governed by BCB’s Amended and Restated Certificate of Incorporation and bylaws and the New Jersey Business Corporation Act. The rights of stockholders of BCB differ in certain respects from the rights of stockholders of Pamrapo.

Appraisal Rights (page 79)

Under Section 11-1 of the New Jersey Business Corporation Act, holders of shares of BCB Bancorp common stock and Pamrapo Bancorp common stock do not have appraisal rights in connection with the merger.

NASDAQ Listing of BCB Bancorp Common Stock; Delisting and Deregistration of Pamrapo Bancorp Common Stock (page 86)

Before the completion of the merger, BCB Bancorp has agreed to file all applications necessary to list on the NASDAQ Global Market the shares of BCB Bancorp common stock to be issued in connection with the merger. BCB has also agreed to promptly file all applications necessary to list on the NASDAQ Global Market the shares of BCB Bancorp common stock to be issued upon the exercise of Pamrapo options. If the merger is completed, Pamrapo Bancorp common stock will cease to be listed on the Nasdaq Global Market and its shares will be deregistered under the Securities and Exchange Act of 1934, as amended.

Accounting Treatment (page 85)

In accordance with accounting principles generally accepted in the United States of America, the merger will be accounted for using the purchase method. The result of this is that the recorded assets and liabilities of BCB Bancorp will be carried forward at their recorded amounts, the historical operating results will be unchanged for the prior periods being reported on and that the assets and liabilities of Pamrapo Bancorp will be adjusted to fair value at the date of the merger.