DIME COMMUNITY BANCSHARES, INC. (Exact Name of the Registrant As Specified in Its Charter)
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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): January 8, 2021 DIME COMMUNITY BANCSHARES, INC. (Exact name of the registrant as specified in its charter) Delaware 000-27782 11-3297463 (State or other jurisdiction of incorporation or (Commission File Number) (IRS Employer Identification No.) organization) 300 Cadman Plaza West, 8th Floor Brooklyn, New York 11201 (Address of principal executive offices) (Zip Code) (718) 782-6200 (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: ☐ 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) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Trading Title of each class Symbol(s) Name of each exchange on which registered Common Stock, $0.01 Par Value DCOM The NASDAQ Stock Market Preferred Stock, Series A, $0.01 Par Value DCOMP The NASDAQ Stock Market Item 7.01 Regulation FD Disclosure On January 8, 2021, the Registrant, along with Bridge Bancorp, Inc. (“the Company”), announced the declaration by the Company of a quarterly cash dividend of $0.24 per share, payable on February 12, 2021 to the Company’s shareholders of record on February 5, 2021. The Company’s shareholders as of the record date will include the former shareholders of the Registrant following the expected February 1, 2021 consummation of the merger of equals between the Company and the Registrant. Pursuant to the merger agreement dated July 1, 2020, the Registrant will not declare its typical quarterly dividend. As previously disclosed, each Registrant share of common stock will be exchanged for 0.648 shares of the Company common stock at the closing of the transaction. The text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 to this report is being “furnished” to the SEC and shall not be deemed “filed” for any purpose. Item 9.01 Financial Statements and Exhibits (d) Exhibits: Number Exhibit 99.1 Joint press release of the Registrant and the Company dated January 8, 2021 containing a discussion of the Company’s declaration of the cash dividends 104.1 The cover page from the Dime Community Bancshares, Inc.’s Form 8-K, formatted in Inline XBRL 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. Dime Community Bancshares, Inc. (Registrant) /s/ PATRICIA M. SCHAUBECK Patricia M. Schaubeck Executive Vice President & General Counsel Dated: January 8, 2021 Exhibit 99.1 FOR IMMEDIATE RELEASE BRIDGE BANCORP, INC. AND DIME COMMUNITY BANCSHARES, INC. ANNOUNCE BRIDGE BANCORP FOURTH QUARTER 2020 DIVIDEND (Bridgehampton, NY and Brooklyn, NY – January 8, 2021) Bridge Bancorp, Inc. (the “Company”) (NASDAQ: BDGE), the holding company for BNB Bank, and Dime Community Bancshares, Inc. (“Dime”) (NASDAQ:DCOM), the holding company for Dime Community Bank, announced the declaration by the Company of a quarterly dividend of $0.24 per share. The dividend will be paid on February 12, 2021 to the Company’s shareholders of record as of February 5, 2021. The Company’s shareholders as of the record date will include the former Dime shareholders following the expected February 1, 2021 consummation of the merger of equals between the Company and Dime. Pursuant to the merger agreement dated July 2020, Dime will not declare its typical quarterly dividend. As previously disclosed, each Dime share will be exchanged for 0.648 shares of the Company at the closing of the transaction. The Company continues its trend of uninterrupted dividends. About Bridge Bancorp, Inc. Bridge Bancorp, Inc. is a bank holding company engaged in commercial banking and financial services through its wholly-owned subsidiary, BNB Bank. Established in 1910, BNB Bank, with assets of approximately $6.3 billion, operates 39 branch locations serving Long Island and the greater New York metropolitan area. Through its branch network and its electronic delivery channels, BNB Bank provides deposit and loan products and financial services to local businesses, consumers and municipalities. Title insurance services are offered through BNB Bank's wholly- owned subsidiary, Bridge Abstract. Bridge Financial Services, Inc., a wholly-owned subsidiary of BNB Bank, offers financial planning and investment consultation. For more information visit www.bnbbank.com. About Dime Community Bancshares, Inc. Dime Community Bancshares, Inc. is the holding company for Dime Community Bank, a New York State-chartered community commercial bank that was founded in 1864. Dime Community Bank is headquartered in Brooklyn, NY and operates 28 banking offices located throughout Brooklyn, Queens, the Bronx, Nassau and Suffolk Counties, New York. More information on Dime Community Bancshares, Inc. and Dime Community Bank can be found on Dime's website at www.dime.com. On July 1, 2020, the Company and Dime entered into an Agreement and Plan of Merger, pursuant to which Dime will merge with and into the Company, and Dime Community Bank will merge with and into BNB Bank. Following the merger, the Company will operate under the name “Dime Community Bancshares, Inc.” and BNB Bank will operate under the name “Dime Community Bank.” All shareholder and regulatory approvals have been obtained for the transaction, and the merger is expected to close effective February 1, 2021. Bridge Bancorp, Inc Investor Relations Contact John M. McCaffery Executive Vice President – Chief Financial Officer Phone: 631-537-1001; Ext. 7290 Email: [email protected] Dime Community Bancshares, Inc. Investor Relations Contact: Avinash Reddy Senior Executive Vice President – Chief Financial Officer Phone: 718-782-6200; Ext. 5909 Email: [email protected].