UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 8, 2004
BCB Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
New Jersey 0-50275 26-0065262
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(State or other jurisdiction (SEC File Number) (I.R.S. Employer
of incorporation) Identification No.)
104-110 Avenue C, Bayonne, New Jersey 07002
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(Address of principal executive offices)
Registrant's telephone number, including area code: (201) 823-0700
Not Applicable
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(Former name or former address, if changed since last report)
CURRENT REPORT ON FORM 8-K
Item 6. Resignation of Registrant's Directors
By letter dated March 8, 2004, Directors Donald Cymbor, Phyllis
Garelick, Kenneth Poesl and Joseph Tagliareni stated that each would
decline to stand for re-election to the Board of Directors at the 2004
Annual Meeting of Stockholders. In their letter to the Board of
Directors dated March 8, 2004, directors Cymbor, Garelick, Poesl and
Tagliareni stated that each would decline to stand for reelection as
nominees of the Board of Directors, claiming that they believed the
Board acted arbitrarily regarding its consideration of Board matters
relating to strategic alternatives and disagreeing with the Board
regarding the classification and composition of the Board.
The Company strongly disagrees with the characterizations of Board
actions contained in the March 8, 2004 letter and believes that the
actions undertaken to date by the Board of Directors have been taken
after deliberation and consideration of available information, and are
believed to be in the best interests of the Company and its
shareholders.
Item 7 Exhibits
Exhibit 17 Letter dated March 8, 2004 is included as an exhibit.
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.
BCB Bancorp, Inc.
DATE: March 15, 2004 By: /s/ Donald Mindiak
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Donald Mindiak
President and Chief Executive Officer
Exhibit 17
March 8, 2004
Mr. Donald S. Cymbor, Secretary
Board of Directors
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
Dear Mr. Cymbor:
The undersigned Directors of BCB Bancorp, Inc. ("BCB"), who the Board of
Directors voted at its meeting on February 11, 2004 to nominate for reelection
as Directors at the forthcoming Annual Meeting of BCB's stockholders, hereby
notify the Board that we decline to stand for reelection as nominees of the
Board.
We are taking this action because we believe the Board has failed to act in
accordance with sound corporate governance principles. In particular, we
perceive that under the direction of a majority of the Board, the Board has
acted arbitrarily regarding its consideration of Board matters.
We believe the best interests of stockholders requires a full, informed
evaluation and understanding by the Board of all strategic alternatives.
Moreover, actions at the last Board meeting to seek to establish a
classified Board and to reduce the number of Directors by four and not to
renominate four Directors who we believe have provided extremely valuable and
insightful services to the Board, appear, in our view, to be efforts to entrench
the Board in a manner that could be contrary to the best interests of the
stockholders.
In view of our conclusion, we believe that we can best serve BCB'S
stockholders by opposing the reelection of the remaining Board nominees for
reelection, and possibly seeking the election of Directors who we believe would
be more responsive to the overall best interests of stockholders.
Board of Directors
BCB Bancorp, inc.
March 8, 2004
Page 2
In light of these matters, we request that our action and its basis as
outlined above be disclosed to BDB's stockholders in BCB's proxy statement for
the forthcoming Annual Meeting.
Very truly yours,
/s/Donald Cymbor
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Donald Cymbor
/s/ Phyllis Garelick
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Phyllis Garelick
/s/ Kenneth Poesl
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Kenneth Poesl
/s/ Joseph Tagliareni
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Joseph Tagliareni
cc: Robert Ballance
Judith Bielan
Joseph Brogan
James Collins
Thomas Coughlin
Robert Doria
Mark Hogan, Chairman
John Hughes
Joseph Lyga
Gary Maita
H. Mickey McCabe
Donald Mindiak, President
Alexander Pasiechnik
August Pellegrini