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, 2011
BRIDGE BANCORP, 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.) |
2200 Montauk Highway |
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Bridgehampton, New York |
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11932 |
(Address of principal executive offices) |
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(Zip Code) |
(631) 537-1000
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c) |
Item 8.01 Other Events
On December 15, 2011, Bridge Bancorp, Inc. (the Company), the parent company of The Bridgehampton National Bank, announced that it had entered into definitive purchase agreements to sell directly to institutional and other private investors a total of 1.377 million shares of its common stock, $0.01 par value per share (the Common Stock), at a price of $17.50 per share. The Company expects to receive net proceeds of approximately $23.0 million after deducting placement agent fees and other offering expenses. The closing of the offering is expected to occur on or about December 20, 2011, subject to customary closing conditions.
The shares of Common Stock are being sold pursuant to the Companys existing shelf registration statement on file with the Securities and Exchange Commission (the SEC) (SEC File No. 333-160240). The Company has filed a prospectus supplement dated December 15, 2011, to the Companys base prospectus, dated July 9, 2009.
Attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference, is the Companys press release.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits. The following exhibits are being filed herewith:
Exhibit No. |
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Description |
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Press Release, dated December 15, 2011 |
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.
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Bridge Bancorp, Inc. |
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(Registrant) | |
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/s/ Kevin M. OConnor | |
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Kevin M. OConnor | |
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President and Chief Executive Officer |
Dated: December 15, 2011
Press Release
FOR IMMEDIATE RELEASE
Contact: |
Howard H. Nolan |
Bridge Bancorp, Inc. Announces $24 Million Registered Direct Offering
(Bridgehampton, NY December 15, 2011) Bridge Bancorp, Inc. (NASDAQ:BDGE) (the Company), the parent company of The Bridgehampton National Bank (the Bank), announced today that it has entered into definitive purchase agreements to sell directly to institutional and other private investors a total of 1.377 million shares of its common stock, $.01 par value per share (the Common Stock), at a price of $17.50 per share. The Company expects to receive net proceeds of approximately $23 million after deducting placement agent fees and other offering expenses. The closing of the offering is expected to occur on or about December 20, 2011.
Sandler ONeill + Partners, L.P. acted as placement agent in connection with this registered direct offering of Common Stock. The shares of Common Stock are being sold pursuant to the Companys existing shelf registration statement on file with the Securities and Exchange Commission (the SEC) (SEC File No. 333-160240). The Company has filed a prospectus supplement dated December 15, 2011, to the Companys base prospectus, dated July 9, 2009.
This press release is for informational purposes only and is not an offer to sell or the solicitation of an offer to purchase any security of the Company, which may be made only by means of a prospectus supplement and related base prospectus.
About Bridge Bancorp, Inc.
Bridge Bancorp, Inc. is a one bank holding company engaged in commercial banking and financial services through its wholly owned subsidiary, The Bridgehampton National Bank. Established in 1910, the Bank, with assets of approximately $1.3 billion, and a primary market area of the North and South Forks of Eastern Long Island, extending westward into Brookhaven and Babylon Towns, operates 20 retail branch locations. Through this branch network and its electronic delivery channels, it provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through the Banks wholly owned subsidiary, Bridge Abstract. Bridge Investment Services offers financial planning and investment consultation.
The Bridgehampton National Bank continues a rich tradition of involvement in the community by supporting programs and initiatives that promote local business, the environment, education, healthcare, social services and the arts.
Caution About Forward-Looking Statements.
This report may contain statements relating to the future results of the Company (including certain projections and business trends) that are considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995 (the PSLRA). Such forward-looking statements, in addition to historical information, which involve risk and uncertainties, are based on the beliefs, assumptions and expectations of management of the Company. Words such as expects, believes, should, plans, anticipates, will, potential, could, intend, may, outlook, predict, project, would, estimated, assumes, likely, and variation of such similar expressions are intended to identify such forward-looking statements. Examples of forward-looking statements include, but are not limited to, expectations as to the sale of securities and the use of proceeds of the at-the-market offering.
Factors that could cause actual events or results to differ significantly from those described in the forward-looking statements include, but are not limited to those described in the cautionary language included under the heading Risk Factors in the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2010, and those Risk Factors identified in the prospectus supplement and the related base prospectus in connection with this offering.