form8_k11308cpp.htm
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): November 3, 2008
BRIDGE
BANCORP, INC.
(Exact
name of the registrant as specified in its charter)
|
New
York
|
000-18546
|
11-2934195
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(Commission
File Number)
|
(IRS
Employer
Identification
No.)
|
|
2200
Montauk Highway
|
|
|
|
Bridgehampton,
New York
|
|
11932
|
|
(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)
|
|
X
|
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)
|
Item 7.01 —Regulation
FD Disclosure
On
November 3, 2008 Bridge Bancorp, Inc.(the “Company”) issued a press release
announcing that it is considering participation in the Capital Purchase Program
(the “CPP”) recently announced by the United States Treasury Department
(“Treasury”). Under
the CPP, qualified U.S. banking organizations, whose applications to participate
are approved, would sell preferred stock and grant warrants to issue common
stock to the Treasury. The Capital Purchase Program was created by the
Treasury in order to restore stability to the U.S. financial
system. The Department of Treasury’s term sheet describing the CPP is
available on its website at http://www.ustreas.gov.
Because
the Company is not currently authorized to issue preferred shares under its
Certificate of Incorporation, it is necessary to amend the Company’s Certificate
of Incorporation to authorize preferred shares in order to participate in the
CPP. The Company filed a preliminary proxy statement with the
Securities and Exchange Commission for a special meeting of shareholders for the
purpose of approving an amendment to the Certificate of Incorporation
authorizing the issuance of preferred shares. The Board of Directors
preliminarily has set the date of the Special Meeting of Shareholders for
December 16, 2008, with the close of business on November 6, 2008 as
the record date for determining shareholders entitled to vote at the Special
Meeting of Shareholders. The approval of a majority of the outstanding common
shares of Bridge will be necessary to adopt the proposed amendment.
Bridge
Bancorp will furnish shareholders with definitive proxy material in connection
with the Special Shareholders Meeting. Shareholders are urged to read
the definitive proxy statement when it is available because it will contain
important information, including certain information about the Company’s
directors and executive officers. You will be able to obtain a
free copy of the definitive proxy statement at the web site of the Securities
and Exchange Commission (http://www.sec.gov).
A copy of
the Company’s press release is attached hereto as Exhibit
99.1.
Item
9.01. Financial Statements and
Exhibits
(d) Exhibits.
Exhibit
No. Description
99.1 Press
Release Dated November 3, 2008
2
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.
Bridge Bancorp,
Inc.
(Registrant)
By: /s/ Kevin M.
O’Connor
Kevin M.
O’Connor
President
and Chief Executive Officer
Dated: November
5, 2008