New York
|
11-2934195
|
|||
(State
or other jurisdiction of incorporation or organization)
|
(I.R.S.
Employer Identification No.)
|
Large
accelerated filer o
|
Accelerated
filer T
|
Non-accelerated
filer o (Do
not check if a smaller reporting company)
|
Smaller
reporting company o
|
CALCULATION OF REGISTRATION
FEE
|
||||||||
Title of Each Class of Securities to be
Registered
|
Amount to be Registered(1)
|
Proposed Maximum Offering Price Per
Share(2)
|
Proposed Maximum Aggregate Offering
Price
|
Amount of Registration Fee(2)
|
||||
Common Stock, Par Value $0.01 Per
Share
|
600,000
|
$ 20.13
|
$ 12,078,000
|
$
676
|
(1)
|
Pursuant
to Rule 416(a), the number of shares being registered shall include an
indeterminate number of additional shares of common stock or common stock
that may become issuable as a result of stock splits, stock dividends, or
similar transactions in accordance with anti-dilution provisions of the
Dividend Reinvestment and Stock Purchase
Plan.
|
(2)
|
The
registration fee with respect to these shares has been computed in
accordance with Rule 457(c), based upon the average of the high and low
prices for shares of the Common Stock on April 27,
2009.
|
3
|
|
3
|
|
3
|
|
4
|
|
15
|
|
15
|
|
15
|
|
15
|
|
16
|
|
16
|
1.
|
What
is the purpose of the Plan?
|
2.
|
What
are the advantages of the Plan?
|
|
·
|
The
Plan provides eligible participants with the opportunity to make quarterly
investments of optional cash amounts or automatic bank withdrawals,
subject to minimum and maximum amounts, for the purchase of additional
shares of our common stock (see questions 9 -
11).
|
|
·
|
Shares
of common stock issued under the Plan may be purchased at a discount to
the market price as determined under the Plan (which is based on an
average of trailing trading
prices).
|
|
·
|
No
brokerage commissions are paid by participants in connection with any
purchase of shares made under the
Plan.
|
|
·
|
All
cash dividends paid on participants’ shares can be fully invested in
additional shares of our common stock because the Plan permits fractional
shares to be credited to Plan accounts. Dividends on such
fractional shares, as well as on whole shares, also will be reinvested in
additional shares, which will be credited to Plan
accounts.
|
|
·
|
Periodic
statements reflecting all current activity, including share purchases and
latest Plan account balance, simplify participants’ record
keeping.
|
|
·
|
The
Plan Administrator provides for the safekeeping of stock certificates for
shares credited to each Plan
account.
|
3.
|
Who
administers the Plan for
Participants?
|
4.
|
Who
is eligible to participate?
|
5.
|
How
does an eligible stockholder
participate?
|
6.
|
When
may an eligible stockholder join the
Plan?
|
7.
|
What
does the Authorization Form
provide?
|
8.
|
May
a stockholder have dividends reinvested under the Plan with respect to
less than all of the shares of common stock registered in the
stockholder’s name?
|
9.
|
How
do optional cash payments work?
|
10.
|
How are optional cash payments
made?
|
11.
|
When
will optional cash payments received by the Plan Administrator be
invested?
|
12.
|
How
will purchases me made?
|
13.
|
How
many shares of common stock will be purchased for
participants?
|
14.
|
What
will be the price of shares of common stock purchased under the
Plan?
|
15.
|
How
are dividends on shares purchased through the Plan
applied?
|
16.
|
Are
there any expenses to participants in connection with purchases under the
Plan?
|
17.
|
How
will participants be advised of their purchases of shares of common
stock?
|
18.
|
Will
participants be credited with dividends on shares held in their account
under the Plan?
|
19.
|
Will
stock certificates be issued for shares of common stock
purchased?
|
20.
|
How
does a participant sell shares from the
Plan?
|
21.
|
How
does a participant withdraw from the
Plan?
|
22.
|
What
happens to a fraction of a share when a participant withdraws from the
Plan?
|
23.
|
Safekeeping
of Shares
|
24.
|
What
happens when a participant’s record ownership of shares of common stock is
less than 100 shares as a dividend of record
date?
|
25.
|
What
happens if Bridge Bancorp issues a stock dividend, declares a stock split
or makes a rights offering?
|
26.
|
How
will participant’s shares held under the Plan be voted at meetings of
stockholders?
|
27.
|
What
are the income tax consequences of participation in the
Plan?
|
28.
|
What
are the responsibilities of Bridge Bancorp under the
Plan?
|
29.
|
Who
bears the risk of market price fluctuations in the shares of common
stock?
|
30.
|
May
the Plan be changed or
discontinued?
|
|
·
|
Annual
Report on Form 10-K for the year ended December 31,
2008;
|
|
·
|
Current
Reports on Form 8-K filed on April 1, 2009 and April 24, 2009, (in each
case other than those portions furnished under Item 2.02 or 7.01 of Form
8-K).
|
Securities
and Exchange Commission registration fee
|
$ | 1,000 | ||
Accounting
fees and expenses
|
2,500 | |||
Legal
fees and expenses
|
5,000 | |||
Printing
|
2,000 | |||
Transfer
agent fees and expenses
|
2,000 | |||
Miscellaneous
expenses
|
1,000 | |||
Total
|
$ | 13,500 |
|
5.1
|
Opinion
of Luse Gorman Pomerenk & Schick,
P.C.
|
|
10.1
|
Bridge
Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan (see the
prospectus included in Part I of this registration
statement)
|
|
23.1
|
Consent
of Crowe Horwath LLP
|
|
23.2
|
Consent
of Luse Gorman Pomerenk & Schick, P.C. (included in Exhibit
5.1)
|
|
24.1
|
Power
of Attorney (contained on signature page of this
filing)
|
|
a.
|
The
undersigned Registrant hereby
undertakes:
|
|
(1)
|
to
file, during any period in which offers or sales are being made, a
post-effective amendment to this registration
statement:
|
|
i.
|
To
include any prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
|
|
ii.
|
To
reflect in the prospectus any facts or events arising after the effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b), if, in the aggregate, the changes in volume and
price represent no more than 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement.
|
|
iii.
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration
statement;
|
|
iv.
|
Paragraphs
(a)(1)(i) and (a)(1)(iii) of this section do not apply if the registration
statement is on Form S-3 and the information required to be included in a
post-effective amendment by those paragraphs is contained in reports filed
with or furnished to the Commission by the registrant pursuant to section
13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the
registration statement.
|
|
(2)
|
That,
for the purpose of determining liability under the Securities Act of 1933,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
|
|
(4)
|
That,
for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:
|
|
i.
|
Any
preliminary prospectus of the undersigned registrant relating to the
offering required to be filed pursuant to Rule 424 (§230.424 of this
chapter);
|
|
ii.
|
Any
free writing prospectus relating to the offering prepared by or on behalf
of the undersigned registrant or used or referred to by the undersigned
registrant;
|
|
iii.
|
The
portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant;
and
|
|
iv.
|
Any
other communication that is an offer in the offering made by the
undersigned registrant to the
purchaser.
|
|
b.
|
The
undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the
Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
|
BRIDGE
BANCORP, INC.
|
||
By:
|
/s/ Kevin M. O’Connor
|
|
Kevin
M. O’Connor, President and
|
||
Chief
Executive Officer
|
||
(Duly
Authorized Representative)
|
Signatures
|
Title
|
Date
|
|
/s/ Kevin M. O’Connor
|
President,
Chief Executive Officer and
|
April
24, 2009
|
|
Kevin
M. O’Connor
|
Director
(Principal Executive Officer)
|
||
/s/ Howard H. Nolan
|
Senior
Executive Vice President
|
||
Howard
H. Nolan
|
and
Chief Financial Officer (Principal
|
||
Financial
Officer)
|
April
24, 2009
|
/s/ Sarah K. Quinn
|
Vice
President
|
||
Sarah
K. Quinn
|
and
Controller (Principal
|
||
Accounting
Officer)
|
April
24, 2009
|
||
/s/ Thomas J. Tobin
|
Director
|
April
24, 2009
|
|
Thomas
J. Tobin
|
|||
/s/ Marcia Z. Hefter
|
Chairperson
of the Board
|
April
24, 2009
|
|
Marcia
Z. Hefter
|
|||
/s/ Dennis A. Suskind
|
Vice
Chairperson of the Board
|
April
24, 2009
|
|
Dennis
A. Suskind
|
|||
/s/ Emanuel Arturi
|
Director
|
April
24, 2009
|
|
Emanuel
Arturi
|
|||
/s/ Thomas E. Halsey
|
Director
|
April
24, 2009
|
|
Thomas
E. Halsey
|
|||
/s/ R. Timothy Maran
|
Director
|
April
24, 2009
|
|
R.
Timothy Maran
|
|||
/s/ Charles I. Massoud
|
Director
|
April
24, 2009
|
|
Charles
I. Massoud
|
|||
/s/ Albert E. McCoy, Jr.
|
Director
|
April
24, 2009
|
|
Albert
E. McCoy, Jr.
|
|
Opinion
of Luse Gorman Pomerenk & Schick,
P.C.
|
|
10.1
|
Bridge
Bancorp, Inc. Dividend Reinvestment and Stock Purchase Plan (see the
prospectus included in Part I of this registration
statement)
|
|
Consent
of Crowe Horwath LLP.
|
|
23.2
|
Consent
of Luse Gorman Pomerenk & Schick, P.C. (included in Exhibit
5.1)
|
|
24.1
|
Power
of Attorney (contained on signature page of
filing)
|