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): June 23, 2009
----------------------
BRIDGE BANCORP, INC.
(Exact name of the registrant as specified in its charter)
----------------------
New York 000-18546 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)
----------------------
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 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 23, 2009, Rudolph J. Santoro was appointed to the Board of
Directors of Bridge Bancorp, Inc. (the "Company") and its wholly owned
subsidiary, The Bridgehampton National Bank (the "Bank"). There have been no
transactions between the Company (or the Bank) and Mr. Santoro of a nature
reportable pursuant to Section 404(a) of SEC Regulation S-K. A copy of the press
release announcing Mr. Santoro's appointment is attached as Exhibit 99.1 to this
Current Report on Form 8-K ("Report").
On June 25, 2009, the Company, the Bank and Howard H. Nolan, Senior
Executive Vice President and Chief Administrative and Financial Officer of the
Company and the Bank, entered into an amended and restated employment agreement
(the "Agreement"). The Agreement supersedes and replaces the prior employment
agreement entered into with Mr. Nolan on June 26, 2006, as amended on January 1,
2008 (the "Original Agreement"). The amendments to the Original Agreement
include the following:
o In the event of Mr. Nolan's involuntary termination of employment
without cause or for good reason (as defined in the Agreement), Mr.
Nolan will be paid a single cash lump sum distribution equal to two
times his base salary in effect on his termination date. The payment
will be made within 10 business days following Mr. Nolan's termination
date. If Mr. Nolan's termination as described herein occurs within one
year following a change in control of the Company or the Bank (as
defined in the Agreement), he will be paid a single cash lump sum
distribution equal to three times his taxable income earned in the
calendar year preceding the year of the change in control.
o Upon Mr. Nolan's involuntary termination of employment without cause or
for good reason, the Bank would provide Mr. Nolan with continued group
health and medical insurance coverage for 24 month following his
termination date on the same terms as such benefits are made available
to other executive officers of the Bank.
The other terms of the Agreement are materially consistent with the
previously disclosed terms of the Original Agreement.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On June 23, 2009, the Board of Directors of the Company amended Article
II, Section 203 of the Company's Bylaws to increase the director retirement age
from 70 to 73. Article II, Section 2.03 of the Bylaws as amended reads in its
entirety as follows:
Section 203 - Eligibility and Mandatory Retirement
----------- ------------------------------------
No person shall be eligible to be newly elected or appointed as a
director if he/she shall have attained the age of 73 years on or prior
to the date of his/her election or appointment. Any director of this
Corporation who attains the age of 73 years shall cease to be a
director (without any action on his/her part) at the close of business
on the day prior to the date of the next shareholders' meeting at which
directors are to be elected regardless of whether or not his/her term
as a director would otherwise expire at such shareholders' meeting.
Item 8.01. Other Events.
On June 23, 2009, the Company announced the declaration of a quarterly
cash dividend of $0.23 per share, payable on July 21, 2009 to shareholders of
record as of July 7, 2009. A copy the press release announcing the dividend is
attached as Exhibit 99.2 to this Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit Number Description
-------------- ------------
Exhibit 99.1 Press Release dated June 24, 2009.
Exhibit 99.2 Press Release dated June 23, 2009.
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)
By: /s/ Kevin M. O'Connor
Kevin M. O'Connor
President and Chief Executive Officer
Dated: June 26, 2009