UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 4, 2009
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BRIDGE BANCORP, INC.
(Exact name of the registrant as specified in its charter)
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New York 001-34096 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)
[OBJECT OMITTED]
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)
[ ] 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.
On December 4, 2009, Bridge Bancorp, Inc. (the "Company") completed the
private placement of an additional $7,000,000 in aggregate liquidation amount of
8.50% cumulative convertible trust preferred securities (the "TPS"), through its
subsidiary, Bridge Statutory Capital Trust II, a wholly-owned Delaware statutory
trust (the "Trust"). Together with the sale of $9,000,000 of TPS that was
completed on October 23, 2009, the Company sold an aggregate of $16,000,000 of
TPS. The net proceeds will be used for general corporate purposes, primarily to
provide additional capital to the Company's primary operating subsidiary, The
Bridgehampton National Bank. The original trust documents relating to the TPS
were amended to allow the Trust to issue up to $16,000,000 aggregate liquidation
amount of the TPS, instead of the $15,000,000 previously anticipated.
The TPS were offered and sold in reliance upon the exemption from
registration provided by Rule 506 of Regulation D of the Securities Act of 1933,
as amended (the "Securities Act"). The TPS were not registered under the
Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The TPS mature in 30 years, and carry a fixed distribution rate of 8.50%.
The TPS have a liquidation amount of $1,000 per security. The Company has the
right to redeem the TPS at par (plus any accrued but unpaid distributions) at
any time after September 30, 2014. Holders of the TPS may convert the TPS into
shares of the Company's common stock at a conversion price equal to $31.00 per
share, which represents 125% of the of the average closing price of the
Company's common stock over the 20 trading days ended on October 14, 2009. Each
$1,000 in liquidation amount of the TPS is convertible into 32.2581 shares of
the Company's common stock.
The Company has guaranteed the distributions on, and amounts payable upon
liquidation or redemption of, the TPS on a subordinated basis to the extent that
the Trust has funds available to make such payments but fails to do so. In
connection with the issuance by the Trust of the TPS, the Company issued junior
subordinated debentures (the "Debentures") in the aggregate amount of $7,000,700
to the Trust, bringing the total Debentures issued by the Company to
$16,001,600. The Debentures bear interest at fixed rate equal to 8.50% and the
terms are otherwise the same as the terms of the TPS.
For additional information concerning the TPS, the Debentures and the
guarantee, please refer to the Indenture, dated as of October 23, 2009, by and
between the Company and Wilmington Trust Company, as Indenture Trustee; the form
of Junior Subordinated Debenture; the Amended and Restated Trust Agreement,
dated as of October 23, 2009, by and among the Company, Wilmington Trust
Company, as Property Trustee and Delaware Trustee, and the administrative
trustees named therein; the form of Preferred Securities Certificate; the
Convertible Preferred Securities Guarantee Agreement, dated as of October 23,
2009, by and between the Company and Wilmington Trust Company, as Guarantee
Trustee; and the Agreement as to Expenses and Liabilities, dated as of October
23, 2009, by and between the Company and the Trust, filed as Exhibits 4.1, 4.2,
4.3, 4.4, 4.5 and 4.6, respectively, to the Company's Current Report on Form 8-K
filed on October 26, 2009.
On December 7, 2009, the Company issued a press release announcing the
completion of the private placement of the additional $7,000,000 aggregate
liquidation amount of the TPS. A copy of the press release is attached to this
Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
Exhibit No. Description
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99.1 Press Release Dated December 7, 2009, announcing completion
of private placement of 8.50% Cumulative Convertible Trust
Preferred Securities.
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)
/s/ Kevin M. O'Connor
Kevin M. O'Connor
President and Chief Executive Officer
Dated: December 7, 2009