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 3, 2008
BRIDGE BANCORP, INC.
(Exact name of the registrant as specified in its charter)
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New York 000-18546 11-2934195
(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation or organization) 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 8.01 -- Other Events
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On November 18, 2008, Bridge Bancorp, Inc. (the "Company") filed with the
Securities and Exchange Commission (the "SEC") a definitive Proxy Statement,
dated November 17, 2008 (the "Proxy Statement"), to be furnished to shareholders
in connection with the solicitation of proxies by the Board of Directors of the
Company to vote at the Special Meeting of Shareholders (the "Special Meeting")
to be held on December 16, 2008.
At the Special Meeting, the shareholders of the Company will consider and
vote upon the adoption of a proposed amendment to Paragraph 4 of the Company's
Certificate of Incorporation to authorize the Company to issue up to 2,000,000
shares of preferred stock. The Company notes that the primary objective of the
proposed amendment is to enable the Company to participate in the TARP Capital
Purchase Program (the "CPP") instituted by the United States Department of the
Treasury (the "U.S. Treasury") under the Emergency Economic Stabilization Act of
2008.
On November 13, 2008, the Company applied to participate in the CPP. As of
the date of this Current Report, the Company's application was still being
processed by the U.S. Treasury. Based upon an investment by the U.S. Treasury of
approximately $15,000,000 which the Company has applied for, the Company would
issue 15,000 cumulative perpetual preferred shares, each with a liquidation
preference of $1,000 per share (the "Preferred Shares").
Except for the Preferred Shares which would be purchased by the U.S.
Treasury if the Company participates in the CPP, the Company has no present
intention or agreement to issue any preferred shares. The Company wishes to
clarify the language currently included in the second paragraph under the
caption "Potential Anti-Takeover Effect" on page 7 of the Definitive Proxy
Statement in respect of future issuances of preferred shares to clarify the
Board of Directors' strong intention and commitment to its common shareholders.
Subject to the exercise of its fiduciary duties to the Company and the Company's
shareholders, the Board of Directors will not issue any of the authorized
preferred shares for any defensive or anti-takeover purpose, for the purpose of
implementing any shareholder rights plan or with features intended specifically
to make any attempted acquisition of the Company more difficult. Rather, the
Company's Board of Directors will issue preferred shares only for
capital-raising transactions, to facilitate acquisitions, joint ventures and
strategic alliances and for other corporate purposes which the Board of
Directors believes are in the best interests of the Company and its
shareholders.
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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.
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(Registrant)
By: /s/ Kevin M. O'Connor
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Kevin M. O'Connor
President and Chief Executive Officer
Dated: December 3, 2008
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