UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 20, 2009
BCSB BANCORP, INC.
(Exact Name Of Registrant As Specified In Charter)
MARYLAND 0-53163 26-1424764
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(State Or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
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4111 E. JOPPA ROAD, SUITE 300, BALTIMORE, MARYLAND 21236
(Address Of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 256-5000
NOT APPLICABLE
(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-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 20, 2009, BCSB Bancorp, Inc. (the "Company") announced that it
entered into a Standstill Agreement (the "Agreement") with Financial Edge Fund,
L.P., Financial Edge - Strategic Fund, L.P., Goodbody/PL Capital, L.P., PL
Capital, LLC, PL Capital Advisors, LLC, Goodbody/PL Capital, LLC, John W. Palmer
and Richard J. Lashley (collectively, the "PL Capital Parties"). Pursuant to the
Agreement, the Company amended its Bylaws to delete a provision thereof that
imposed a residency requirement for persons to be eligible for election,
reelection, appointment or reappointment to the Company's Board of Directors.
The Company agreed that so long as the PL Capital Parties beneficially own 5% or
more of the Company's outstanding common stock, the Company's Board of Directors
will not amend the Company's Bylaws to impose residency requirements as a
qualification for service as a director. In addition, the Company agreed that so
long as the PL Capital Parties beneficially own 5% or more of the Company's
outstanding common stock, any options to acquire Company common stock granted
under an equity incentive plan (the "Equity Incentive Plan") to be submitted to
stockholders at the Company's 2009 annual meeting of stockholders will be
granted at an exercise price equal to the greater of (i) $10.00 per share, and
(ii) the fair market value of a share of Company common stock on the date of
grant.
The PL Capital Parties agreed that from March 20, 2009 until September
30, 2010 (the "Standstill Period"), they and their affiliates or associates will
not (and they will not assist or encourage others to), directly or indirectly,
in any manner, without prior written approval of the Board of Directors of the
Company:
(i) acquire, offer to acquire, solicit an offer to sell or agree to
acquire directly or indirectly, alone or in concert with others, by purchase,
gift or otherwise, any direct or indirect beneficial ownership (within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) or any direct or indirect interest in any securities or direct
or indirect rights, warrants or options to acquire, or securities convertible
into or exchangeable for, any securities of the Company, provided that the PL
Capital Parties may sell shares without the prior approval of the Board of
Directors of the Company subject to a right of first refusal provided for in the
Agreement;
(ii) make, or in any way participate in, directly or indirectly, alone
or in concert with others, any "solicitation" of "proxies" to vote (as such
terms are used in the proxy rules of the Securities and Exchange Commission
promulgated pursuant to Section 14 of the Exchange Act) or seek to advise or
influence in any manner whatsoever any person with respect to the voting of any
voting securities of the Company;
(iii) form, join or in any way participate in a "group" within the
meaning of Section 13(d)(3) of the Exchange Act with respect to any voting
securities of the Company;
(iv) acquire, offer to acquire or agree to acquire, directly or
indirectly, alone or in concert with others, by purchase, exchange or otherwise,
(a) any of the assets, tangible and intangible, of the Company or (b) direct or
indirect rights, warrants or options to acquire any assets of the Company;
(v) arrange, or in any way participate, directly or indirectly, in any
financing (except for margin loan financing for shares presently beneficially
owned) for the purchase of any securities or securities convertible or
exchangeable into or exercisable for any securities or assets of the Company;
(vi) otherwise act, alone or in concert with others, to seek to offer
to the Company or any of its stockholders any business combination,
restructuring, recapitalization or similar transaction to or with the Company or
otherwise seek, alone or in concert with others to control or change the
management, Board of Directors or policies of the Company or nominate any person
as a director of the Company who is not nominated by the then incumbent
directors (provided that in the event there is a vacancy on the Company's Board
of Directors, the PL Capital Parties may submit suggestions for nominees to the
nominating committee of the Board of Directors for its consideration pursuant to
the policies adopted by the nominating committee of the Board of Directors), or
propose any matter to be voted upon by the stockholders of the Company; or
(vii) announce an intention to do, or enter into any arrangement or
understanding with others to do, any of the actions restricted or prohibited
under clauses (i) through (vi) above, or publicly announce or disclose any
request to be excused from any of the foregoing obligations.
In addition, at the Company's 2009 annual meeting of stockholders, the
PL Capital Parties agreed to vote all of the Company's shares they beneficially
own in favor of the Equity Incentive Plan. At any annual meeting of stockholders
of the Company during the Standstill Period, the PL Capital Parties agreed (i)
to vote all the Company's shares they beneficially own in favor of the nominees
for election or reelection as directors of the Company selected by the Board of
Directors of the Company or the nominating committee of such Board of Directors
and otherwise to support such director candidates, and (ii) with respect to any
other proposal submitted by any stockholder of the Company to a vote of the
Company's stockholders, to vote all the Company's shares they beneficially own
in accordance with the recommendation of the Company's Board of Directors with
respect to any such stockholder proposal.
Upon the execution of the Agreement, the PL Capital Parties were deemed
to have withdrawn their stockholder proposal submitted to the Company by letter
dated December 10, 2008 pursuant to Rule 14a-8 under the Exchange Act.
The Agreement is attached hereto as Exhibit 10.1, and the foregoing
summary of the Agreement is qualified in its entirety by reference to the
Agreement. For more information, reference is made to the Company's press
release dated March 20, 2009, a copy of which is attached to this Report as
Exhibit 99.1 and is incorporated herein by reference.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR.
(a) On March 20, 2009, the Board of Directors of the Company amended
the Company's Bylaws to delete Article II, Section 3(b) therein, which provided
that to be eligible for election, reelection, appointment or reappointment to
the Company's Board of Directors, a person must reside in either the Baltimore,
Maryland Metropolitan Statistical Area or Cecil County, Maryland. In connection
with such amendment, Article II, Section 3(c) was redesignated as Article II,
Section 3(b). The Company's Bylaws, as amended, are filed as Exhibit 3.2 hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) The following exhibit is furnished herewith:
Exhibit 3.2 Bylaws of BCSB Bancorp, Inc., as amended
Exhibit 10.1 Standstill Agreement, dated March 20, 2009,
between BCSB Bancorp, Inc. and Financial Edge
Fund, L.P., Financial Edge - Strategic Fund,
L.P., Goodbody/PL Capital, L.P., PL Capital,
LLC, PL Capital Advisors, LLC, Goodbody/PL
Capital, LLC, John W. Palmer and Richard J.
Lashley
Exhibit 99.1 Press Release dated March 20, 2009
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SIGNATURES
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.
BCSB BANCORP, INC.
Date: March 24, 2009 By: /s/ Joseph J. Bouffard
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Joseph J. Bouffard
President and Chief Executive Officer
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