UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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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. ¨
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On February 1, 2021, the Board of Directors of Dime Community Bancshares, Inc. (the “Company”) authorized the restatement of the Company’s Certificate of Incorporation in a single certificate, without amendment or change. The Restated Certificate of Incorporation was filed with the New York Department of State and became effective on February 2, 2021. The Restated Certificate of Incorporation is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial statements of businesses acquired. None. |
| (b) | Pro forma financial information. None. |
| (c) | Shell company transactions. None. |
| (d) | Exhibits. |
| 3.1 | Restated Certificate of Incorporation of Dime Community Bancshares, Inc. | ||
| 104.1 | Cover Page Interactive Data File (formatted as inline XBRL) |
SIGNATURES
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. | ||
| DATE: February 2, 2021 | By: | /s/ Patricia M. Schaubeck |
| Patricia M. Schaubeck | ||
| Executive Vice President, General Counsel and Corporate Secretary |