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): January 29, 2020

DIME COMMUNITY BANCSHARES, INC.

(Exact name of the registrant as specified in its charter)

Delaware	000-27782	11-3297463
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

300 Cadman Plaza West, 8^th Floor
Brooklyn, New York		11201
(Address of principal executive offices)		(Zip Code)

(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:

☐	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)

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 Par Value		DCOM		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. ☐

Item 1.01

Entry into a Material Definitive Agreement

On January 29, 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. and Citigroup Global Markets Inc., as representatives of the underwriters named therein (the “Underwriters”), with respect to the sale of 2,608,000 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. Registrant granted the Underwriters a 30-day option to purchase 391,200 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 January 29, 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.

	1.1	Underwriting Agreement, dated January 29, 2020, by and among the Registrant, the Bank and Raymond James & Associates, Inc. and Citigroup Global Markets Inc., as representatives of the underwriters named therein

	99.1	Press release of the Registrant, dated January 29, 2020, announcing the pricing of the public offering of the Registrant’s Preferred Stock

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.

	Dime Community Bancshares, Inc.
	(Registrant)

	/s/ Avinash Reddy
	Avinash Reddy
	Executive Vice President & Chief Financial Officer
	(Principal Financial Officer)

Dated: January 30, 2020