Current Report Filing (8-k)
May 04 2022 - 4:09PM
Edgar (US Regulatory)
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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): May 3, 2022
DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified
in its charter)
New York |
001-34096 |
11-2934195 |
(State or other jurisdiction of
incorporation or organization) |
(Commission File Number) |
(IRS Employer
Identification No.) |
898 Veterans Memorial Highway, Suite 560 |
|
Hauppauge, New York |
11788 |
(Address of principal executive offices) |
(Zip Code) |
(631) 537-1000
(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 (See General Instruction
A.2. below):
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Securities registered pursuant to Section
12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name of each
exchange on which registered |
Common Stock, $0.01 Par Value |
|
DCOM |
|
The Nasdaq Stock Market, LLC |
Preferred Stock, Series A, $0.01 Par Value |
|
DCOMP |
|
The Nasdaq Stock Market, LLC |
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. ¨
| Item 1.01 | Entry into a Material Definitive Agreement |
On May 3, 2022, Dime Community
Bancshares, Inc. (the “Company”) and Dime Community Bank, the wholly-owned subsidiary of the Company, entered into an underwriting
agreement (the “Underwriting Agreement”) with Piper Sandler & Co., Keefe, Bruyette & Woods, Inc and Raymond
James Financial, Inc. as representatives of the underwriters named therein (the “Underwriters”). Pursuant to the terms of
the Underwriting Agreement, the Company agreed to sell, and the Underwriters agreed to purchase, subject to and on the conditions set
forth therein, $160,000,000 aggregate principal amount of the Company’s 5.000% Fixed-to-Floating Rate Subordinated Notes
due 2032 (the “Notes”) in a registered public offering pursuant to an effective shelf registration statement on Form S-3 (Registration
File No. 333-264390). The description of the Underwriting Agreement contained herein is qualified in its entirety by reference
to the Underwriting Agreement, a copy of which is included as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
On May 3, 2022, the Company
issued a press release announcing the pricing of its offering of the Notes. 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 |
|
1.1 |
Underwriting Agreement, dated as of May 3, 2022, by and among Dime Community Bancshares, Inc., Dime Community Bank, Piper Sandler & Co., Keefe, Bruyette & Woods, Inc and Raymond James Financial, Inc. (as representatives of the Underwriters named therein) |
|
|
|
|
99.1 |
Press Release dated May 3, 2022 |
|
|
|
|
104 |
Cover Page Interactive Data File (Embedded within the inline XBRL document) |
SIGNATURES
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.
|
DIME COMMUNITY BANCSHARES, INC. |
|
|
|
|
|
|
DATE: May 4, 2022 |
By: |
/s/ Kevin M. O’Connor |
|
|
Kevin M. O’Connor |
|
|
Chief Executive Officer |
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