As
filed with the Securities and Exchange Commission on April 28, 2009
Registration
No. 333 -____
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
S-3
REGISTRATION
STATEMENT
under
THE
SECURITIES ACT OF 1933
Bridge
Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
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New York
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11-2934195
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification No.)
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2200 Montauk Highway,
Bridgehampton, New York 11932, (631) 537-1000
(Address,
including zip code, and telephone number, including area
code, of
registrant’s principal executive office)
Kevin M.
O’Connor
President
and Chief Executive Officer
Bridge
Bancorp, Inc.
2200 Montauk Highway,
Bridgehampton, New York 11932, (631) 537-1000
(Name,
address, including zip code, and telephone number, including area code, of agent
for service)
Copies of
all communications to:
John J.
Gorman, Esquire,
Luse
Gorman Pomerenk & Schick, P.C.
5335
Wisconsin Avenue, N.W., Suite 400
Washington,
D.C. 20015
Approximate
date of commencement of proposed sale to the public: From time to time after the
effective date of this Registration Statement.
If the
only securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following
box. T
If any of
the securities being registered on this Form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. o
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, please check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If
delivery of the prospectus is expected to be made pursuant to Rule 434, please
check the following box. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated file, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer” and
“smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large
accelerated filer o
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Accelerated
filer T
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Non-accelerated
filer o (Do
not check if a smaller reporting company)
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Smaller
reporting company o
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CALCULATION OF REGISTRATION
FEE
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Title of Each Class of Securities to be
Registered
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Amount to be Registered(1)
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Proposed Maximum Offering Price Per
Share(2)
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Proposed Maximum Aggregate Offering
Price
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Amount of Registration Fee(2)
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Common Stock, Par Value $0.01 Per
Share
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600,000
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$ 20.13
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$ 12,078,000
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$
676
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(1)
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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.
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(2)
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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.
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Bridge
Bancorp, Inc.
Dividend
Reinvestment and Stock Purchase Plan
Common
Stock, Par Value $0.01 Per Share
This
prospectus relates to shares of common stock, par value $0.01 per share, of
Bridge Bancorp, a New York corporation, which may be offered and sold from time
to time pursuant to the terms of the Bridge Bancorp, Inc. Dividend Reinvestment
and Stock Purchase Plan (Plan).
The Plan
provides participants with a convenient and economical method for investing cash
dividends paid on our common stock in additional shares of our company
stock. Eligible participants also will be able to buy additional
shares with optional cash payments (maximum: $10,000 per
quarter). This prospectus describes and constitutes our Dividend
Reinvestment and Stock Purchase Plan.
Shares of
common stock will be (i) purchased on the open market, (ii) purchased directly
from Bridge Bancorp from authorized but unissued shares or (iii) purchased
directly from Bridge Bancorp treasury shares.
You may
enroll in the Dividend Reinvestment and Stock Purchase Plan by completing the
enclosed enrollment card and returning it to the plan
administrator. We have appointed our stock transfer agent, Registrar
and Transfer Company, to serve as the plan administrator.
Shares of
our common stock are traded on the NASDAQ Global Select under the symbol
“BDGE.” On April 27, 2009, the closing price of our common stock was
$20.15.
We have
registered 600,000 shares of our common stock for sale under the
Plan. You should keep this prospectus for future
reference.
Neither
the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or passed upon the accuracy or
adequacy of this prospectus. Any representation to the contrary is a
criminal offense.
The
shares offered are our equity securities and are not savings accounts, deposits
or other obligations of any bank subsidiary of ours and are not insured by the
Federal Deposit Insurance Corporation, the Deposit Insurance Fund or any other
government agency.
The date
of this prospectus is April 28, 2009
Table of Contents
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3
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3
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3
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4
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15
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15
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15
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15
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16
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16
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We
have not authorized anyone to provide you with information that is different
from what is contained in this prospectus. The Plan is not available
to any person to whom we may not legally offer it. The date of this
prospectus is April 28, 2009. You should not assume that the
information in this prospectus is still accurate as of any later
date.
About This Prospectus
This
document is called a prospectus and is part of the registration statement that
we filed with the Securities and Exchange Commission relating to the offer and
sale of shares of our common stock for the accounts of participants in our
Dividend Reinvestment and Stock Purchase Plan. This prospectus
provides you with the terms of the Plan. The registration statement
can be read at the Securities and Exchange Commission Web site or at the
Securities and Exchange Commissions office mentioned under the heading “Where
You Can Find More Information.”
When
acquiring any securities discussed in this prospectus, you should rely only on
the information provided in this prospectus, including the information
incorporated by reference. We have not authorized anyone to provide
you with different information. We are not offering the securities in
any state or jurisdiction where the offer is prohibited. You should
not assume that the information in this prospectus or any document incorporated
by reference is truthful or complete at any date other than the date mentioned
on the cover page of these documents.
Unless
otherwise mentioned or unless the context requires otherwise, all references in
this prospectus to “we,” “us,” “our” or similar references mean Bridge Bancorp,
Inc. and its subsidiary.
Bridge Bancorp, Inc.
Bridge
Bancorp, Inc. is the holding company for Bridgehampton National
Bank. Our common stock is quoted on the NASDAQ Global Select Market
under the symbol “BDGE.” The Bank operates from fourteen offices
under a national bank charter and provides financial services to individuals and
corporate customers primarily in Suffolk County, New York. The Bank’s
primary deposit products are savings and demand deposit accounts and
certificates of deposit. Its primary lending products are real
estate, commercial and consumer loans.
Our main
office is located at 2200 Montauk Highway, Bridgehampton, NY 11932, and our
telephone number is (631) 537-1000.
Risk Factors
There are
risks and uncertainties involved with an investment in shares of our common
stock. See the “Risk Factors” sections of our Annual Report on Form
10-K and Quarterly Reports on Form 10-Q, which we file with the Securities and
Exchange Commission and incorporate by reference into this prospectus, for a
discussion of the factors that should be considered in connection with such an
investment.
Description of The Plan
This
Dividend Reinvestment and Stock Purchase Plan (Plan) was adopted on March 31,
2009. The Plan will be in effect until amended, altered, or
terminated. We have reserved 600,000 shares of our common stock for
issuance and sale under the Plan pursuant to this prospectus. The
Plan is set forth below as a series of questions and answers explaining its
significant aspects.
Purpose
and Advantages
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1.
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What
is the purpose of the Plan?
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The
purpose of the Plan is to provide participants with a simple and convenient
method of reinvesting cash dividends paid on shares of our common stock and
buying additional shares of our common stock without paying brokerage
commissions. Also, the Plan provides us with a source of funds when
the shares bought by Registrar and Transfer Company for participants are bought
directly from us.
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2.
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What
are the advantages of the Plan?
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The Plan
provides participants with the opportunity to reinvest cash dividends paid on
all of their shares of our common stock in additional shares of our common stock
(see Question 14). In addition, the Plan provides the following
advantages:
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·
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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).
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·
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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).
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No
brokerage commissions are paid by participants in connection with any
purchase of shares made under the
Plan.
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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.
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·
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Periodic
statements reflecting all current activity, including share purchases and
latest Plan account balance, simplify participants’ record
keeping.
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·
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The
Plan Administrator provides for the safekeeping of stock certificates for
shares credited to each Plan
account.
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Plan
Administration
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3.
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Who
administers the Plan for
Participants?
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Registrar
and Transfer Company, Cranford, New Jersey, our stock transfer agent
(hereinafter referred to as the “Plan Administrator”), administers the Plan for
participants by maintaining records, sending account statements to participants
and performing other duties relating to the Plan. Shares of common
stock purchased under the Plan are registered in the name of the Plan
Administrator’s nominee and are credited to the accounts of the participants in
the Plan. The Plan Administrator acts in the capacity as agent for
participants in the Plan. We may replace the Plan Administrator at
any time within our sole discretion.
The Plan
Administrator can be contacted at 10 Commerce Drive, P.O. Box 664, Cranford, New
Jersey 07016, Attn: Dividend Reinvestment Department, online at www.rtco.com, or by
calling (800) 368-5948.
Participation
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4.
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Who
is eligible to participate?
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All
holders of record of at least 100 shares of common stock of Bridge Bancorp are
eligible to participate in the Plan. Beneficial owners of shares of
common stock whose shares are registered in names other than their own name may
participate by requesting their broker or nominee to transfer their shares into
their own name or requesting that the broker or nominee enroll in the Plan on
their behalf. The right to participate in the Plan is not
transferable to another person apart from a transfer of a Participant’s shares
of common stock of Bridge Bancorp. Stockholders who reside in
jurisdictions in which it is unlawful for a stockholder to participate in the
Plan are not eligible to participate in the Plan. Beneficial owners
whose shares are registered in names other than their own (for example, in the
name of a broker, bank or other nominee) and who wish to participate in the
optional cash purchase feature of the Plan must become owners of record of at
least 100 shares.
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5.
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How
does an eligible stockholder
participate?
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To
participate in the Plan, a stockholder of record must complete an Authorization
Form and return it to the Plan Administrator. Copies of the
Authorization Form may be obtained at any time by written request to the
Registrar and Transfer Company, 10 Commerce Drive, P.O. Box 664, Cranford, New
Jersey 07016, Attn: Dividend Reinvestment Department, online at www.rtco.com, or by
calling (800) 368-5948.
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6.
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When
may an eligible stockholder join the
Plan?
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An
eligible stockholder of record may enroll in the Plan at any time. If
the Authorization Form is received by the Plan Administrator no fewer than five
(5) business days before the record of date for a dividend payment, and the
participant elects to reinvest the dividends in shares of Bridge Bancorp common
stock, such reinvestment of dividends will begin with that dividend
payment. Please note that the Plan does not represent any change in
our dividend policy or a guarantee of the payment of any future
dividends.
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7.
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What
does the Authorization Form
provide?
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The
Authorization Form allows for Full Dividend Reinvestment which directs us to pay
the Plan Administrator for reinvestment in accordance with the Plan all cash
dividends on all shares of our common stock then or subsequently owned by
participants and also permits eligible participants to make optional cash
payments for the purchase of additional shares of our common stock in accordance
with the Plan.
The
Authorization Form permits a stockholder who is reinvesting dividends and wishes
to make optional cash purchases to do so by automatic withdrawals from a
personal bank account. The Authorization Form also appoints the Plan
Administrator as agent for each participant and directs the Plan Administrator
to apply cash dividends and any optional cash payments an eligible participant
might make to the purchase of shares of our common stock in accordance with the
terms of the Plan.
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8.
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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?
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No.
Participants may only have dividends reinvested with respect to all of the
shares of our common stock registered in that shareholder’s name.
Optional
Cash Payments
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9.
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How
do optional cash payments work?
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In order
to be eligible to participate in the optional cash purchase feature of the Plan,
a stockholder must be an owner of record of at least 100 shares. If an eligible
stockholder participant chooses to participate by optional cash payments, the
Plan Administrator will apply any optional cash payment received by the Plan
Administrator from the participant to the purchase of shares of our common stock
for the participant’s account. Dividends payable on shares of our
common stock purchased with optional cash payments will be automatically
reinvested in shares of our common stock.
The Plan
is designed to preclude any person, organization, or other entity from
establishing a series of related accounts for the purpose of conducting
arbitrage operations and/or exceeding the optional cash payment
limit.
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10.
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How are optional cash payments
made?
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An
initial cash payment may be made by eligible participants when enrolling by
enclosing a check for not less than $250 nor more than $10,000 with the
Authorization Form. Optional cash payments may be made by sending a
personal check, drawn from a U.S. bank in U.S. currency payable to Registrar and
Transfer Company. Thereafter, optional cash payments may be made each
quarter by either: (1) sending to the Plan Administrator the participant’s check
for not less than $250 nor more than $10,000, together with the account
identification stub furnished by the Plan Administrator; or (2) automatic
withdrawals from a bank account in an amount not less than $250 or more than
$10,000.
The
election to make optional cash payments is available to each eligible
participant at any time. Optional cash payments by eligible
participants must be at least $250 per calendar quarter and can not exceed a
total of $10,000 in any quarter. The same amount of money need not be
sent each quarter and there is no obligation to make optional cash payment at
any time.
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11.
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When
will optional cash payments received by the Plan Administrator be
invested?
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Optional
cash payments will be invested on the Investment Date as defined in Question 12
below. Since no interest will be paid by us or the Plan Administrator
on optional cash payments, participants are urged to make optional cash payments
shortly before the Investment Date. Optional cash payments of at
least $250 and not more than $10,000 must be received at least five (5) business
days and not more than thirty (30) calendar days before the Investment
Date. It is currently anticipated that automatic withdrawals to make
optional cash payments will be made on the 10th day
of January, April, July, or October, or if that day is not a business day, on
the next business day.
Eligible
participants may request in writing that the Plan Administrator return all or a
portion of their uninvested optional cash payments at any time up to two (2)
business days before the Investment Date. Optional cash
payments do not constitute deposits or savings accounts and are not insured by
the FDIC or any government agency.
Purchases
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12.
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How
will purchases me made?
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Shares of
common stock of Bridge Bancorp needed to fund the Plan may be:
(i)
acquired by the Plan Administrator on the open market;
(ii)
issued directly by Bridge Bancorp from authorized but unissued
shares;
(iii)
issued directly by Bridge Bancorp from treasury shares; or
(iv)
through a combination of (i) through (iii), above at Bridge Bancorp’s
discretion..
Open
market purchases under the Plan will be made during each calendar quarter on
each “Investment Date,” which will be the first business day following a
dividend payment date or as soon as practicable thereafter. Purchases
of shares of common stock will be made at the direction of the Plan
Administrator or its selected broker/dealer. Such purchases will be
made in accordance with applicable state and federal securities laws and
regulations. No interest or earnings will be paid by the Plan
Administrator on dividend payments pending their investment in shares of Bridge
Bancorp common stock.
To the
extent we fund the Plan with shares of our common stock issued directly by us
from authorized but unissued shares or treasury shares, the dividends payable to
participants will be retained by us as a consideration for such
shares.
In the
event applicable law or the closing of securities markets requires temporary
curtailment or suspension of open market purchases of the shares of Bridge
Bancorp common stock, the Plan Administrator is not accountable for its
inability to make purchases at such time. If shares of Bridge Bancorp
common stock are not available for purchase for a period of longer than 30 days
from the prior dividend payment date, the Plan Administrator will promptly mail
to each participant a check in the amount of any unapplied funds in the
participant’s account.
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13.
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How
many shares of common stock will be purchased for
participants?
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The
number of shares that will be purchased for each participant on any dividend
payment date will depend on the amount of the participant’s cash dividend (and
any optional cash payment) and the purchase price of shares of Bridge Bancorp
common stock. Each participant’s account will be credited with that
number of shares (including fractional shares computed to four (4) decimal
places) equal to the total amount to be invested, divided by the applicable
purchase price (also computed to four (4) decimal places).
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14.
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What
will be the price of shares of common stock purchased under the
Plan?
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In making
purchases of shares of Bridge Bancorp common stock for a participant’s account
associated with each Investment Date, the Plan Administrator will commingle the
participant’s funds with those of other participants under the
Plan. With respect to shares purchased on the open market, the prices
of shares of Bridge Bancorp common stock purchased for participants under the
Plan for each Investment Date will be equal to the average price of all shares
of the common stock purchased on the Investment Date by the Plan Administrator
on behalf of the Plan. With respect to shares purchased directly from
Bridge Bancorp, the price of such shares will be the average closing price of
shares of common stock of Bridge Bancorp as quoted on the NASDAQ Global Select
Market for the trailing 10 trading days immediately preceding the applicable
Investment Date. With respect to shares issued directly by Bridge
Bancorp, we may issue the shares at a discount to the price as so
determined. Initially, we intend to issue the shares under the Plan
at a 3% discount to this market price. The Company reserves the right to change
or eliminate the discount. The Plan Administrator shall have no responsibility
with respect to the market value of the shares of Bridge Bancorp common stock
acquired under the Plan for Participant Accounts. Bridge Bancorp,
Inc. will bear all costs of administering the Plan, except as described under
Question 16 below.
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15.
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How
are dividends on shares purchased through the Plan
applied?
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The
purpose of the Plan is to provide the participant with a convenient method of
purchasing shares of common stock and to have the dividends on those shares
reinvested.
Accordingly,
dividends paid on shares held in the Plan will be automatically reinvested in
additional shares of common stock unless and until the participant elects in
writing to terminate participation in the Plan.
Cost
To Participants
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16.
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Are
there any expenses to participants in connection with purchases under the
Plan?
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No. Participants
will make purchases of shares of common stock under the Plan without the payment
of brokerage commissions, and we will pay all fees in connection with purchases
of shares of Bridge Bancorp common stock under the Plan, except for costs
associated with the actual purchase price of shares of common stock purchased on
the Investment Date. There are no service charges to participants in
connection with purchases of shares of common stock under the
Plan. All costs of administration of the Plan are paid by
us.
However,
there will be a $10 fee if a participant requests to withdraw from the
Plan. A certificate will be issued for all whole shares and a check
will be issued for the cash payment to be made for any fraction of a
share. In addition, if a participant requests the Plan Administrator
to sell his or her shares in the event of his or her withdrawal from the Plan,
the participant will pay the applicable brokerage commission associated with the
sale of such shares, any required transfer tax, and applicable service
charges. There is also a $15 fee to sell shares under the Plan (see
Question 20 below).
Reports
to Participants
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17.
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How
will participants be advised of their purchases of shares of common
stock?
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As soon
practicable after each purchase, each participant will receive an account
statement from the Plan Administrator. These statements are the
participant’s continuing record of the purchase price of the shares of Bridge
Bancorp common stock acquired and the number of shares acquired, and should be
retained for tax purposes. Participants also will receive, from time
to time, communications sent to all record holders of shares of Bridge Bancorp
common stock.
Dividends
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18.
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Will
participants be credited with dividends on shares held in their account
under the Plan?
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Yes. The
participant’s account will be credited with dividends paid on whole shares and
fractional shares credited to the participant’s account. The Plan Administrator
will automatically reinvest the cash dividends received for the purchase of
additional shares of Bridge Bancorp common stock.
Stock
Certificates
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19.
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Will
stock certificates be issued for shares of common stock
purchased?
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The Plan
Administrator will hold all shares of common stock purchased under the Plan in
the name of its nominee. Normally, certificates for shares of Bridge
Bancorp common stock purchased under the Plan will not be issued to
participants. The
number of shares credited to an account under the Plan will be shown on the
participant’s account statement.
The
participant may receive certificates for whole shares accumulated in his or her
account under the Plan by sending a written request to the Plan
Administrator. Participants may request periodic issuance of
certificates for all full shares in the account. When certificates
are issued to the participant, future dividends on such shares will be
reinvested in additional shares of common stock. Any undistributed
shares will continue to be reflected in the participant’s account. No
certificates representing fractional shares will be issued.
The
participant’s rights under the Plan and shares credited to the account of the
participant under the Plan may not be pledged. A participant who
wishes to pledge such shares must request that certificates for such shares be
issued in his or her name.
Accounts
under the Plan are maintained in the names in which certificates of participants
were registered at the time they entered the Plan. Additional
certificates for whole shares will be similarly registered when
issued.
Sale
of shares from the plan
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20.
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How
does a participant sell shares from the
Plan?
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A
participant may request that any and all of the shares credited to his or her
account be sold by the Plan Administrator. If such a sale is
requested, the sale will be made for the account of the participant by the Plan
Administrator’s broker within ten days after the receipt of the request at the
prevailing market price at the time of such sale. Within ten business
days after the sale, the participant will receive from the Plan Administrator a
check for the proceeds of the sale less the $15 liquidation fee, any applicable
brokerage commission and any transfer tax. The signature on any
request for sales of $10,000 or higher must be guaranteed by a firm that is a
bank, broker, dealer, credit union, savings association or other entity which is
a member in good standing of the Securities Transfers Agents’ Medallion
Program.
Because
the Plan Administrator will sell the shares on behalf of the Plan, neither
Bridge Bancorp nor any participant in the Plan has the authority or power to
control the timing or pricing of shares sold or the selection of the broker
making the sales. Therefore, you will not be able to precisely time
your sales through the Plan, and you will bear the market risk associated with
fluctuations in the price of Bridge Bancorp common stock. Accordingly,
if you send in a request to sell shares, it is possible that the market price of
Bridge Bancorp common stock could go down or up before the broker sells your
shares.
Withdrawals
From The Plan
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21.
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How
does a participant withdraw from the
Plan?
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A
participant may withdraw from the Plan at any time by sending a written
withdrawal notice to the Plan Administrator and including payment of the $10.00
termination fee. Notice received after a particular dividend record
date will be effective following the payment date of such dividend (see Question
5 for full name and address of Plan Administrator). When a
participant withdraws from the Plan, certificates for whole shares credited to
the participant’s account under the Plan will be issued and a cash payment will
be made for any fraction of a share (see Question 19).
Upon
withdrawal from the Plan, the participant also may request that all of the
shares credited to his or her account be sold by the Plan
Administrator. If such a sale is requested, the sale will be made for
the account of the participant by the Plan Administrator’s broker within ten
business days after receipt of the request at the prevailing market price at the
time of such sale. Within ten business days after the sale, the
participant will receive from the Plan Administrator a check for the proceeds of
the sale less the $15 liquidation fee, any applicable brokerage commission and
any transfer tax. The signature on any request for sales of $10,000
or higher must be guaranteed by a firm that is a bank, broker, dealer, credit
union, savings association or other entity which is a member in good standing of
the Securities Transfer Agents’ Medallion Program.
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22.
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What
happens to a fraction of a share when a participant withdraws from the
Plan?
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When a
participant withdraws from the Plan, a cash adjustment representing the value of
any fraction of a share then credited to the participant’s account will be
mailed directly to the participant. The cash adjustment will be based
on the closing price of the shares of common stock on the date on which the
termination is processed by the Plan Administrator. In no case will
certificates representing a fractional share interest be issued.
Additional
Services
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23.
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Safekeeping
of Shares
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As an
additional service to Plan participants, you may deposit certificates for shares
of Bridge Bancorp common stock held by you with the Plan administrator for
safekeeping. If you wish to use this service, you should send your
stock certificates to the Plan Administrator at the address set forth in
Question 5. A service fee of $5 is charged by the Plan Administrator
for each deposit of one or more certificates.
A
personal check for $5, drawn from a U.S. bank in U.S. currency, made payable to
Registrar and Transfer Company must accompany the request. Delivery
of certificates is at your risk and, for delivery by mail, insured registered
mail with return receipt requested is recommended. The receipt of any
shares delivered for safekeeping will be shown on your account statement.
Participating
stockholders may withdraw their shares from the Plan Administrator’s custody at
any time by requesting in writing that a certificate be issued for some or all
of the full shares held by it.
Other
Information
|
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?
|
If a
participant disposes of shares of common stock registered in is or her name
(including shares credited to his or her account under the Plan) so that the
total number of shares held under the Plan in the name of the participant is
less than 100 shares, the Plan Administrator will discontinue the reinvestment
of cash dividends on the shares credited to the participant’s account under the
Plan, or otherwise, until such participant’s record ownership of shares
increases to at least 100 shares in the aggregate. All applicable
dividends will be paid in the form of cash until such participant’s stock
ownership under the Plan increases to at least 100 shares. If
following a disposition of stock, a participant’s aggregate record ownership of
the shares of common stock contains less than 100 shares of common stock, then
at our election, a certificate will be issued for the full shares in the
account, a cash payment will be made for any fractional shares, any univested
cash balance in the account will be paid to the participant, and the account
will be terminated.
|
25.
|
What
happens if Bridge Bancorp issues a stock dividend, declares a stock split
or makes a rights offering?
|
Any
shares representing stock dividends or stock splits distributed by Bridge
Bancorp on shares credited to the account of a participant under the Plan will
be added to the participant’s account. Shares representing stock
dividends or split shares distributed on shares registered in the name of the
participant will be mailed directly to such participant in the same manner as to
stockholders who are not participating in the Plan. In the event
Bridge Bancorp makes a rights offering of any of its securities to holders of
common stock, participants in the Plan will be notified by Bridge Bancorp in
advance of the commencement of the offering. Participants should
instruct the Plan Administrator to transfer whole plan shares into their own
names prior to the record date for such offering if they wish to exercise such
rights. If no such instructions are received by the Plan
Administrator prior to such record date, then such rights shall terminate with
respect to both the participant and the Plan Administrator.
|
26.
|
How
will participant’s shares held under the Plan be voted at meetings of
stockholders?
|
Shares
credited to the account of a participant under the Plan (other than fractional
shares) will be automatically added to the shares covered by the proxy sent to
the stockholder with respect to his or her other shares in Bridge Bancorp and
may be voted by such holder pursuant to such proxy. The Plan
Administrator will forward any proxy solicitation materials relating to the
shares of common stock held by the Plan to the participating
stockholder.
Where no
instructions are received from a participant with respect to a participant’s
shares held under the Plan, or otherwise, such shares shall not be voted unless
the participant votes such shares in person.
|
27.
|
What
are the income tax consequences of participation in the
Plan?
|
In
general, a participant in the Plan has the same Federal and state income tax
obligations with respect to dividends credited to his or her account under the
Plan as other holders of shares of common stock who elect to receive cash
dividends directly. A participant is treated for income tax purposes
as having received, on the dividend date, a dividend in the amount equal to the
fair market value of the shares of common stock credited to his or her account
under the Plan, even though that amount was not actually received by the
participant in cash, but, instead, was applied to the purchase of additional
shares for his or her account. In addition, any brokerage commissions
and service charges paid by Bridge Bancorp on behalf of the participant are
deemed to constitute dividend income by the Internal Revenue
Service. Such amounts, if any, will be included on any annual
information return filed with the Internal Revenue Service, a copy of which will
be sent to the participant.
The cost
basis of each share of common stock credited to a participant’s account pursuant
to the dividend reinvestment aspect of the Plan is the fair market value of the
shares of Bridge Bancorp common stock on the Investment Date, and the holding
period for such shares begins on the day following the Investment
Date. The receipt by a participant of certificates representing whole
shares previously credited to his or her account under the Plan upon withdrawal
from the Plan or pursuant to the request of the participant will not result in
the recognition of taxable income. A participant will recognize a
gain or a loss when shares are sold on behalf on the participant upon withdrawal
from the Plan or when the participant sells shares after the participant’s
withdrawal from the Plan.
All
participants are advised to consult with their own tax advisors to determine the
particular tax consequences that may result from their participation in the Plan
and the subsequent sale by them of shares purchased pursuant to the
Plan.
|
28.
|
What
are the responsibilities of Bridge Bancorp under the
Plan?
|
Bridge
Bancorp, and the Plan Administrator in administering the Plan, will not be
liable for any act done in good faith or for the good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a participant’s account upon such participant’s death or judicially
declared incompetence or with respect to the prices at which shares are
purchased for the participant’s account, and the times that such purchases are
made, with respect to any loss or fluctuation in the market value after purchase
of shares, or with respect to any sales of shares of common stock made under the
Plan on behalf of the participant.
|
29.
|
Who
bears the risk of market price fluctuations in the shares of common
stock?
|
A
participant’s investment in shares acquired under the Plan is no different from
direct investment in shares of common stock of Bridge Bancorp. The
participant bears the risk of loss and realizes the benefits of any gain from
market price changes with respect to all such shares held in the Plan, or
otherwise. Neither Bridge Bancorp nor the Plan Administrator makes
any representations with respect to the future value of the shares of Bridge
Bancorp common stock purchased under the Plan. The participant should
recognize that Bridge Bancorp, the Plan Administrator and related parties cannot
assure the participant of realizing any profits or protect the participant
against a loss related to investment in the shares of Bridge Bancorp common
stock purchased or sold under the Plan. The shares of
common stock purchased in accordance with the Plan do not constitute savings
accounts or deposits issued by a savings institution or bank and are not insured
by the Federal Deposit Insurance Corporation or any other governmental
agency.
|
30.
|
May
the Plan be changed or
discontinued?
|
The Plan
may be amended, suspended, modified or terminated at any time by our Board of
Directors without the approval of the participants. Thirty (30)
calendar days notice of any suspension, termination or amendment or modification
that would have a material adverse effect on the participants’ rights under the
Plan will be sent to all participants, who shall at all times have the right to
withdraw from the Plan.
Bridge
Bancorp or the Plan Administrator may terminate a stockholder’s individual
participation in the Plan at any time by written notice to the
stockholder. In such event, the Plan Administrator will request
instructions from the participant for disposition of the shares in the
account. If the Plan Administrator does not receive instructions from
the participant, it will send the participant a certificate for the number of
whole shares held for the participant under the Plan and a check for any
fractional share.
USE OF PROCEEDS
To the
extent shares of common stock used to fund the Dividend Reinvestment and Stock
Purchase Plan are purchased on the open market, there will be no proceeds to us
from the purchase of shares. The net proceeds to us from the sale of
newly issued shares of common stock (or from treasury shares) issued under the
Plan will be used for general corporate purposes, which may include investments
at the holding company level, investments in or extensions of credit to our
banking subsidiary and possible acquisitions. The precise amounts and
timing of the application of net proceeds will depend upon our funding
requirements and availability of other funds.
LEGAL MATTERS
The
legality of issuance of the shares of common stock offered hereby has been
passed upon for Bridge Bancorp by Luse Gorman Pomerenk and Schick LLP,
Washington, D.C.
EXPERTS
The
consolidated financial statements of Bridge Bancorp, Inc., as of December 31,
2008 and 2007, and for each of the three years in the period ended
December 31, 2008, and the effectiveness of internal control over financial
reporting as of December 31, 2008, which are incorporated in this prospectus by
reference to our Annual Report on Form 10-K for the year ended December 31,
2008, have been incorporated in reliance upon the report of Crowe Horwath LLP,
independent registered public accounting firm, given upon the authority of said
firm as experts in auditing and accounting.
FORWARD-LOOKING STATEMENTS
Bridge
Bancorp, Inc. makes forward-looking statements in this prospectus and the
documents incorporated into it by reference. These forward-looking
statements include: statements of goals, intentions, and expectations; estimates
of risks and of future costs and benefits; assessments of probable loan losses;
assessments of market risk; and statements of the ability to achieve financial
and other goals. Forward-looking statements are typically identified
by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,”
“estimate.” forecast,” “project” and other similar words and
expressions. Forward-looking statements are subject to numerous
assumptions, risks, and uncertainties, which may change over
time. Forward-looking statements speak only as of the date they are
made. We do not assume any duty and do not undertake to update our
forward-looking statements. Because forward-looking statements are
subject to assumptions and uncertainties, actual results or future events could
differ, possible materially, from those that we anticipated in our
forward-looking statements and future results could differ materially from
historical performance.
Our
forward-looking statements are subject to the following principal risks and
uncertainties; general economic conditions and trends, either nationally or
locally; conditions in the securities market; fluctuations in the trading price
of our common stock, changes in interest rates; changes in deposit flows, and in
the demand for deposit and loan products and other financial services; changes
in real estate values; changes in the quality or composition of our loan or
investment portfolios; changes in competitive pressures among financial
institutions or from non-financial institutions; our ability to retain key
members of management; changes in legislation, regulation, and policies; and a
variety of other matters which, by their nature, are subject to significant
uncertainties. We provide greater detail regarding some of these
factors in our Form 10-K for the year ended December 31, 2008, including the
Risk Factors section of that report. Our forward-looking statements
may also be subject to other risks and uncertainties, including those that we
may discuss elsewhere in other documents we file with the SEC from time to
time.
INDEMNIFICATION
Our
directors and executive officers are entitled to indemnification as expressly
permitted by the provisions of the New York Business Corporation Law, as
amended, and our Certificate of Incorporation. We also have directors’ and
officers’ liability insurance, which provides, in general, insurance to our
directors and officers against any loss by reason of any of their wrongful acts,
subject to the terms and conditions of the policy. Insofar as
indemnification for liabilities arising under the Securities Act of 1993, as
amended, may be permitted to directors, officers, or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act and is therefore
unenforceable.
WHERE YOU CAN FIND MORE INFORMATION
We file
annual, quarterly and current reports, proxy statements and other information
with the Securities and Exchange Commission. You may read and copy
any reports, proxy statements or other information that we file with the
SEC at its Public Reference Room at 100 F Street, NE, Room 1580, Washington,
DC. You may obtain information on the operation of the Public
Reference Room by calling 1-800-SEC-0330. Our public filings are also
available on the Internet site maintained by the SEC (www.sec.gov).
We have
filed with the SEC a Registration Statement on Form S-3 that registers the
shares of our common stock being offered pursuant to this
prospectus. This prospectus is part of that Registration
Statement. The Registration Statement, including the exhibits,
contains additional relevant information about us and our common
stock. The rules and regulations of the SEC allow us to omit certain
information included in the Registration Statement from this
prospectus.
The SEC
allows us to “incorporate by reference” information into this
prospectus. This means that we can disclose important information to
you by referring you to another document filed separately with the
SEC. The information incorporated by reference is deemed to be part
of this document, except for any information superseded by information contained
directly in this document.
The
following documents, which we filed with the SEC (File No. 0-52839), are
incorporated by reference in this prospectus:
|
|
·
|
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).
|
We also
incorporate by reference additional documents that we file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
after the date of this prospectus and before the termination of the Plan;
provide, however, that we are not incorporating any information deemed furnished
and not filed in any Current Report on Form 8-K. Any statement in
this prospectus or in a document incorporated by reference or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that the statement is modified or
superseded by any other subsequently filed document which is incorporated or is
deemed to be incorporated by reference herein. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this prospectus.
We will
provide without charge to each person to whom this prospectus has been
delivered, upon written or oral request, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to the documents unless
the exhibits are specifically incorporated in this prospectus by
reference). Your request should be directed to the Corporate
Secretary, Bridge Bancorp, Inc. 2200 Montauk Highway, P.O. Box 3005,
Bridgehampton, New York 11932 (telephone number is 631-537-1000).
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution.
Set forth
below is an estimate of the approximate amount of fees and expenses which may be
incurred by the Company in connection with the issuance and distribution of
shares of Common Stock pursuant to the Prospectus contained in this Registration
Statement and which will be paid by the Company.
|
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 |
Item
15. Indemnification of Directors and Officers.
Article V
of the Registrant’s Bylaws provides as follows:
Section 501 - Right to
Indemnification
Any
person who was, is, or is threatened to be made a party to any action or
proceeding, whether civil or criminal (including an action by or in the right of
the Corporation or any other corporation, partnership, join venture, trust,
employee benefit plan or other enterprise which any director or officer of the
Corporation served in any capacity at the request of this Corporation), by
reason of the fact that he, his testator or intestate, is or was a director or
officer of the Corporation, or served such other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity, shall
be indemnified by the Corporation against all judgements, fines, amounts paid in
settlement and reasonable expenses, including attorneys’ fees actually and
necessarily incurred in connection with the defense or appeal of any such action
or proceeding, and against any other amounts, expenses and fees similarly
incurred; provided that no indemnification shall be made to or on behalf of any
director or officer where indemnification is prohibited by applicable law. This
right of indemnification shall include the right of a director or officer to
receive payment from the Corporation for expenses incurred in defending or
appealing any such action or proceeding in advance of its final disposition;
provided that the payment of expenses in advance of the final disposition of an
action or proceeding shall be made only upon delivery to the Corporation of an
undertaking by or on behalf of the director or officer to repay all amounts so
advanced if it should be determined ultimately that the director or officer is
not entitled to be indemnified. The preceding right of indemnification shall be
a contract right enforceable by the director or officer with respect to any
claim, cause of action, action or proceeding accruing or arising while this
Bylaw shall be in effect.
Section 502 - Authorization of
Indemnification
Any
indemnification provided for by Section 501 shall be authorized in any manner
provided by applicable law or, in the absence of such law;
(a) By
the Board of Directors acting by a quorum of directors who are not parties to
such action or proceeding, upon a finding that there has been no judgement or
other final adjudication adverse to the director or officer which establishes
that his acts were committed in bad faith or were the result of active and
deliberate dishonesty and were material to the cause of action so adjudicated,
or that he personally gained in fact a financial profit or other advantage to
which he was not legally entitled; or
(b) If
a quorum under clause (a) is not obtainable, (i) by the Board upon the opinion
in writing of independent legal counsel that indemnification is proper in the
circumstances because there has been no such judgement or other final
adjudication adverse to the director or officer, or (ii) by the shareholders
upon a finding that there has been no such judgement or other final adjudication
adverse to the director or officer.
Section 503 - Right of Claimant to Bring
Suit
If a
claim of indemnification is not paid in full by the Corporation within ninety
days after a written claim has been received by the Corporation, the claimant
may at any time there- after bring suit against the Corporation to recover the
unpaid amount of the claim and, if successful in whole or in part, the claimant
shall also be entitled to recover the expenses of prosecuting such
claim.
Section 504 - Non-Exclusivity of
Rights
The
rights conferred on any person under this Article shall not be exclusive of any
other right which may exist under any statute, provision of the Certificate of
Incorporation, Bylaw, agreement, vote of shareholders or disinterested directors
or otherwise.
Section 505 - Insurance
Subject
to the laws of New York, the Corporation may maintain insurance, as its expense,
to protect itself and any director, officer, employee or agent of the
Corporation against any expense, liability or loss of the general nature
contemplated by this Article, whether or not the Corporation would have the
power to indemnify such person against such expense, liability or loss under the
laws of New York.
Section 506 – Severability
It is the
intent of the Corporation to indemnify its officers and directors to the fullest
extent authorized by the laws of New York as they now exist or may hereafter be
amended. If any portion of this Article shall for any reason be held invalid or
unenforceable by judicial decision or legislative amendment, the valid and
enforceable provisions of this Article will continue to be given effect and
shall be construed so as to provide the broadest indemnification permitted by
law.
Item
16. Exhibits.
The
following is a list of exhibits filed as part of the Registration
Statement:
|
|
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)
|
Item
17. Undertakings.
|
|
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:
|
The
undersigned registrant undertakes that in a primary offering of securities of
the undersigned registrant pursuant to this registration statement, regardless
of the underwriting method used to sell the securities to the purchaser, if the
securities are offered or sold to such purchaser by means of any of the
following communications, the undersigned registrant will be a seller to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
|
|
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.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-3 and has duly caused this Registration Statement on Form S-3
to be signed on its behalf by the undersigned, thereunto duly authorized, in
Bridgehampton, Town of Southampton, State of New York, on April 24,
2009.
|
BRIDGE
BANCORP, INC.
|
||
|
By:
|
/s/ Kevin M. O’Connor
|
|
|
Kevin
M. O’Connor, President and
|
||
|
Chief
Executive Officer
|
||
|
(Duly
Authorized Representative)
|
POWER
OF ATTORNEY
We, the
undersigned directors and officers of Bridge Bancorp, Inc. (the “Company”)
hereby severally constitute and appoint Kevin M. O’Connor and Howard H. Nolan as
our true and lawful attorney and agent, to do any and all things in our names in
the capacities indicated below which said Kevin M. O’Connor and Howard H. Nolan
may deem necessary or advisable to enable the Company to comply with the
Securities Act of 1933, and any rules, regulations and requirements of the
Securities and Exchange Commission, in connection with the registration
statement on Form S-3 relating to the offering of the Company’s Common Stock,
including specifically, but not limited to, power and authority to sign for us
in our names in the capacities indicated below the registration statement and
any and all amendments (including post-effective amendments) thereto; and we
hereby approve, ratify and confirm all that said Kevin M. O’Connor and Howard H.
Nolan shall do or cause to be done by virtue thereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement
on Form S-3 has been signed by the following persons in the capacities and on
the date indicated.
|
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.
|
EXHIBIT
INDEX
Exhibit
No. Exhibit
|
|
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)
|