8-K

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):  December 15, 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, 8th 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)

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. ☐

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
Preferred Stock, Series A, $0.01 Par Value	DCOMP	The NASDAQ Stock Market

ITEM 8.01 OTHER EVENTS

As previously disclosed, on July 1, 2020, Dime Community Bancshares, Inc. (“Dime”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bridge Bancorp, Inc. (“Bridge”), pursuant to which Dime will merge with and into Bridge (the “Merger”).  Immediately following the Merger, Dime Community Bank (the “Bank”), the wholly-owned subsidiary of Dime, will merge with and into BNB Bank, the wholly-owned subsidiary of Bridge.

Under the terms of the Merger Agreement and the bylaws of the resulting company and resulting bank, at the effective time of the Merger (the “Effective Time”), the resulting company and the resulting bank will each be comprised of twelve (12) directors, with six (6) directors designated by Dime and six (6) directors designated by Bridge.

On December 15, 2020, the Board of Directors of Dime approved the appointment of Rosemarie Chen, Michael P. Devine, Vincent F. Palagiano, Joseph J. Perry and Kevin Stein, each current directors of Dime and the Bank, to the resulting company’s and the resulting bank’s Boards of Directors, in each case to be effective as of the Effective Time and contingent upon the occurrence of the closing of the Merger.  Under the terms of the Merger Agreement and the bylaws of the resulting company and the resulting bank, Kenneth J. Mahon, a current director and Chief Executive Officer of Dime and the Bank, will be a director and serve as the non-employee Executive Chairman of the resulting company and the resulting bank. Further, in accordance with the terms of the Merger Agreement and the bylaws of the resulting company and resulting bank, all directors of the resulting company and resulting bank will be elected annually and will stand for election at the surviving company's annual meeting of shareholders following consummation of the Merger.

At this time, none of the appointees have been named to serve on any committee of the surviving company’s or the surviving bank’s Board of Directors, nor has the Dime Board or the Bank Board identified any committees to which such individuals are expected to be appointed. Dime and Bridge each anticipate designating such committee members at the Effective Time, upon the closing of the Merger.  None of the appointees have engaged in any transaction with Dime that would be reportable under Item 404(a) of Regulation S-K.

On December 18, 2020, the Company and Bridge issued a joint press release announcing the proposed composition of the resulting company’s and resulting bank’s board of directors.  A copy of the press release is attached hereto as Exhibit 99.1.

The foregoing description of the Merger Agreement and the transactions does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which was attached as Exhibit 2.1 to Dime’s Current Report on Form 8-K filed on July 2, 2020 and is incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

Number	Exhibit
99.1	Joint Press Release dated December 18, 2020
104.1	The cover page from the Dime Community Bancshares, Inc.’s Form 8-K, formatted in Inline XBRL

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/ PATRICIA M. SCHAUBECK
	Patricia M. Schaubeck
	Executive Vice President & General Counsel
Dated:  December 21, 2020

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Bridge Bancorp, Inc. and Dime Community Bancshares, Inc. Announce Board of Directors of Combined Company

BRIDGEHAMPTON, N.Y. and BROOKLYN, N.Y., December 18, 2020 (GLOBE NEWSWIRE) -- Bridge Bancorp, Inc. (Nasdaq: BDGE) (“Bridge”), the parent company of BNB Bank, and Dime Community Bancshares, Inc. (Nasdaq: DCOM) (“Dime”), the parent company of Dime Community Bank, today jointly announced, as part of the integration planning process for the merger of the two companies (the “Merger”), the proposed composition of the Board of Directors of the combined company, to be effective upon completion of the Merger. The Board of the combined company will consist of 12 directors, six current Bridge directors and six current Dime directors, as follows:

Continuing Bridge Directors	Continuing Dime Directors
Marcia Z. Hefter	Rosemarie Chen
Matthew A. Lindenbaum	Michael P. Devine
Albert E. McCoy, Jr.	Kenneth J. Mahon
Raymond A. Nielsen	Vincent F. Palagiano
Kevin M. O’Connor	Joseph J. Perry
Dennis A. Suskind	Kevin Stein

Kenneth J. Mahon, the current Chief Executive Officer of Dime who will become non-employee Executive Chairman of the combined company, said, “The new board reflects individuals with complementary skillsets and extensive experience that will serve the combined company well. I am confident that our board will provide effective oversight to drive strong financial performance, appropriately manage risk, and build a stronger company to serve all of our shareholders and stakeholders in the New York metropolitan market.”

Kevin O’Connor, slated to be a director and Chief Executive Officer of the combined entity, said, “I am looking forward to working with this team of experienced and insightful board members and am confident that the new organization will reap the benefits of their business and board expertise”.

The companies continue to expect the transaction to close in early-2021, subject to satisfaction of customary closing conditions, including receipt of remaining regulatory approvals.

About Bridge Bancorp, Inc.

Bridge Bancorp, Inc. is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, BNB Bank. Established in 1910, BNB, with assets of approximately $6.3 billion, operates 39 branch locations serving Long Island and the greater New York metropolitan area. Through its branch network and its electronic delivery channels, BNB provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through BNB's wholly-owned subsidiary, Bridge Abstract. Bridge Financial Services, Inc., a wholly-owned subsidiary of BNB, offers financial planning and investment consultation. For more information visit www.bnbbank.com.

BNB also has a rich tradition of involvement in the community, supporting programs and initiatives that promote local business, the environment, education, healthcare, social services and the arts.

About Dime Community Bancshares, Inc.

Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered community commercial bank that was founded in 1864. Dime Community Bank is headquartered in Brooklyn, NY and operates 28 banking offices located throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk Counties, New York. More information on Dime Community Bancshares, Inc. and Dime Community Bank can be found on Dime's website at www.dime.com.

Cautionary Note Regarding Forward-Looking Statements

This press release 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, statements about (i) the benefits of a merger (the “Merger”) between Bridge and Dime, including future financial and operating results, cost savings, enhancements to revenue and accretion to reported earnings that may be realized from the Merger; (ii) Bridge’s and Dime’s plans, objectives, expectations and intentions and other statements contained in this release that are not historical facts; and (iii) other statements identified by words such as “may,” “assumes,” “approximately,” “will,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “targets,” “projects,” or words of similar meaning generally intended to identify forward-looking statements. These forward-looking statements are based upon the current beliefs and expectations of the respective management of Bridge and Dime and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the control of Bridge and Dime. In addition, these forward-looking statements are subject to various risks, uncertainties and assumptions with respect to future business strategies and decisions that are subject to change and difficult to predict with regard to timing, extent, likelihood and degree of occurrence. As a result, actual results may differ materially from the anticipated results discussed in these forward-looking statements because of possible uncertainties.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: (1) the businesses of Bridge and Dime may not be combined successfully, or such combination may take longer, be more difficult, time-consuming or costly to accomplish than expected; (2) the expected growth opportunities or cost savings from the Merger may not be fully realized or may take longer to realize than expected; (3) deposit attrition, operating costs, customer losses and business disruption following the Merger, including adverse effects on relationships with employees and customers, may be greater than expected; (4) the regulatory approvals required for the Merger may not be obtained on the proposed terms or on the anticipated schedule; (5) economic, legislative or regulatory changes, including changes in accounting standards, may adversely affect the businesses in which Bridge and Dime are engaged; (6) the interest rate environment may further compress margins and adversely affect net interest income; (7) results may be adversely affected by continued adverse changes to credit quality; (8) competition from other financial services companies in Bridge’s and Dime’s markets could adversely affect operations; (9) an economic slowdown could adversely affect credit quality and loan originations; (10) the COVID-19 pandemic is adversely affecting Dime, Bridge, and their respective customers, employees and third-party service providers; the adverse impacts of the pandemic on their respective business, financial position, operations and prospects have been material, and it is not possible to accurately predict the extent, severity or duration of the pandemic or when normal economic and operation conditions will return; and (11) other factors that may affect future results of Dime and Bridge including changes in asset quality and credit risk; the inability to sustain revenue and earnings growth; changes in interest rates and capital markets; inflation; customer borrowing, repayment, investment and deposit practices; the impact, extent and timing of technological changes; capital management activities; and other actions of the Federal Reserve Board and legislative and regulatory actions and reforms. Additional factors, that could cause actual results to differ materially from those expressed in the forward-looking statements are discussed in Bridge’s and Dime’s reports (such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K) filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s Internet site (http://www.sec.gov).

Bridge Bancorp, Inc.

Investor Relations Contact:

John M. McCaffery

Executive Vice President – Chief Financial Officer

Phone: 631-537-1001; Ext. 7290

Email: jmccaffery@bnbbank.com

Dime Community Bancshares, Inc.

Investor Relations Contact:

Avinash Reddy

Senior Executive Vice President – Chief Financial Officer

Phone: 718-782-6200; Ext. 5909

Email: areddy@dime.com

XML

Document and Entity Information	Dec. 15, 2020
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Entity Registrant Name	DIME COMMUNITY BANCSHARES, INC.
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Entity Tax Identification Number	11-3297463
Entity Address, Address Line One	300 Cadman Plaza West, 8th Floor
Entity Address, City or Town	Brooklyn
Entity Address, State or Province	NY
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Series A Preferred Stock [Member]
Entity Listings [Line Items]
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