As filed with the Securities and Exchange Commission on October 12, 2017

Registration No. 333-220350​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Amendment No. 1
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

BCB Bancorp, Inc.

(Exact Name of Registrant as Specified in its Charter)

104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

John J. Brogan, Esq.
General Counsel
BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
(201) 823-0700
(Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Approximate date of commencement of the proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and upon the effective time of the merger described in the enclosed document.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.   ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, as amended, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of  “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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.   ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)   ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐

(1)

Represents the maximum number of shares of BCB Bancorp Inc., or BCB, common stock that may be issued in connection with the merger described in this proxy statement/prospectus. This number is based on an exchange ratio of 0.189 of a share of BCB common stock per share of IA Bancorp, Inc., or IAB, common stock, up to an estimated maximum of 3,355,081 shares of IAB common stock, pursuant to the Agreement and Plan of Reorganization dated as of June 7, 2017, by and between BCB and IAB, as amended from time to time, attached to this proxy statement/prospectus as Annex I. The number of shares included in the registration fee table does not include the additional shares of common stock that could be issued, upon BCB’s election, to avoid the termination of the merger agreement by IAB due to a decrease below certain specified thresholds of the average price of BCB common stock over a specified period of time, pursuant to the merger agreement and described in more detail elsewhere in this joint proxy statement/prospectus. The shares that could be issued in that context cannot be determined at this time.

​

(2)

Represents the maximum number of shares of BCB Noncumulative Perpetual Preferred Stock, Series E, par value $0.01 per share, or BCB Series E Preferred Stock, estimated to be issuable upon completion of the merger described herein. This number is based on the number of shares of IAB Preferred Stock, Series C, no par value per share, or IAB Series C Preferred Stock, outstanding as of June 7, 2017, and the exchange of each such share of IAB Series C Preferred Stock for one share of BCB Series E Preferred Stock, pursuant to the terms of the merger agreement.

​

(3)

Represents the maximum number of shares of BCB Noncumulative Perpetual Preferred Stock, Series F, par value $0.01 per share, or BCB Series F Preferred Stock, estimated to be issuable upon completion of the merger described herein. This number is based on the number of shares of IAB Preferred Stock, Series D, par value $0.10 per share, or IAB Series D Preferred Stock, outstanding as of June 7, 2017, and the exchange of each such share of IAB Series D Preferred Stock for one share of BCB Series F Preferred Stock, pursuant to the terms of the merger agreement.

​

(4)

Pursuant to Rule 457(f)(2) under the Securities Act, and estimated solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as the product of  (i) $2.79, the book value per share of IAB common stock to be exchanged in the merger as of June 30, 2017, the latest practicable date prior to the date of filing of this registration statement, and (ii) 3,355,081, the estimated maximum number of shares of common stock of IAB that may be exchanged in the merger, reduced by the estimated aggregate cash consideration of  $2,549,709 to be paid by BCB.

​

(5)

Pursuant to Rule 457(f)(2) under the Securities Act, and estimated solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as the product of  (i) $2.79, the book value per share of IAB Series C Preferred Stock, on an as converted basis, to be exchanged in the merger as of June 30, 2017, the latest practicable date prior to the date of filing of this registration statement, and (ii) 438,889, the estimated maximum number of shares of IAB Series C Preferred Stock that may be exchanged in the merger.

​

(6)

Pursuant to Rule 457(f)(2) under the Securities Act, and estimated solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price was calculated as the product of  (i) $3.49, the book value per share of IAB Series D Preferred Stock, on an as converted basis, to be exchanged in the merger as of June 30, 2017, the latest practicable date prior to the date of filing of this registration statement, and (ii) 6,465, the estimated maximum number of shares of IAB Series D Preferred Stock that may be exchanged in the merger.

​

(7)

Computed based on a rate of  $124.50 per $1,000,000 of the proposed maximum aggregate offering price.

​

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement relating to the shares of BCB common stock to be issued in the merger that is filed with the United States Securities and Exchange Commission becomes effective. This proxy statement/prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction in which the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

PRELIMINARY—SUBJECT TO COMPLETION—DATED OCTOBER 12, 2017

IA BANCORP, INC.

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Shareholder:

On June 7, 2017, IA Bancorp, Inc., or IAB, and BCB Bancorp, Inc., or BCB, agreed to a strategic business combination in which IAB will merge with and into BCB. If the merger is completed, each share of IAB common stock issued and outstanding immediately prior to the merger will be converted, at the election of the shareholder, into the right to receive either (1) cash in an amount equal to $3.05, which we refer to as the Cash Consideration, subject to a Maximum Cash Contribution amount of  $2,547,709, or (2) 0.189 of a share of BCB common stock, which we refer to as the Stock Consideration, and together with the Cash Consideration, the Merger Consideration.

Under the Agreement and Plan of Reorganization dated as of June 7, 2017, as amended from time to time, which we refer to as the merger agreement, the Merger Consideration is subject to adjustment as follows if the tangible common equity of Indus-American Bank, or IAB Bank, at the month-end prior to the closing date of the merger, or the closing tangible common equity, is less than $18,500,000:

First, the Cash Consideration will be reduced by an amount equal to the quotient obtained by dividing (A) the difference between (1) $18,500,000 and (2) the closing tangible common equity, by (B) the number of outstanding shares of IAB common stock, or the change in tangible common equity per share; and

Second, the exchange ratio will be reduced by the quotient obtained by dividing (A) the change in tangible common equity per share by (B) $16.14.

Each holder of IAB common stock is entitled to elect the form of the Merger Consideration that he or she would like to receive for his or her shares of IAB common stock, which may be all Stock Consideration, all Cash Consideration or a combination of Stock Consideration and Cash Consideration. All such elections are subject to adjustment on a pro rata basis as described elsewhere in this proxy statement/prospectus. In addition, BCB is issuing two series of preferred stock, Series E and F, in exchange for two outstanding series, Series C and D, respectively, of IAB preferred stock. The two series of BCB preferred stock will have terms substantially similar to the terms of the two series of IAB preferred stock.

In the merger, IAB will merge with and into BCB, with BCB continuing as the surviving corporation of the merger. In addition, under the merger agreement, simultaneously with the merger IAB Bank, a New Jersey chartered bank and the wholly owned subsidiary of IAB, will be merged with and into BCB Community Bank, or BCB Bank, a New Jersey chartered bank and the wholly owned subsidiary of BCB.

We are sending you this proxy statement/prospectus to notify you of, and invite you to, the special meeting of IAB shareholders, which we refer to as the IAB special meeting, being held to consider the merger agreement that IAB has entered into with BCB, and related matters, and to ask you to vote at the IAB special meeting “FOR” approval of the merger agreement. Shares of BCB common stock are listed on the Nasdaq Global Market under the ticker symbol “BCBP”.

The market value of the Stock Consideration will fluctuate with the market price of BCB common stock; however, subject to any adjustment based on IAB Bank’s closing tangible common equity, the Cash Consideration will remain a fixed amount regardless of any change in the market value of the Stock Consideration. The following table presents the closing prices of BCB common stock on June 6, 2017, the last trading day before public announcement of the merger, and on [•], 2017, the last practicable trading day before the distribution of this proxy statement/prospectus. The table also presents the implied value of the Stock Consideration proposed for each share of IAB common stock converted into the Stock Consideration on those dates, as determined by multiplying the closing price of BCB common stock on those dates by the exchange ratio of 0.189 provided for in the merger agreement. This table also presents the implied value of the Cash Consideration proposed for each share of IAB common stock converted into the Cash Consideration, which will remain a fixed amount, subject to any adjustment based on IAB Bank’s closing tangible common equity, regardless of any change in the market value of the Stock Consideration. The implied values in the table are also based on the assumption that IAB Bank’s closing tangible common equity is equal to or in excess of  $18,500,000, or the minimum threshold amount. We urge you to obtain current market quotations for shares of BCB common stock.

In addition, the IAB board of directors may terminate the merger agreement if the average closing price of BCB common stock is below the percentage threshold specified in the merger agreement and below a certain percentage threshold relative to an index of banking stocks. If the IAB board of directors terminates the merger agreement, BCB may prevent the applicable merger agreement from being terminated by electing to pay additional cash consideration for each share of IAB common stock. See “The Merger Agreement — Termination of the Merger Agreement.”

The IAB special meeting will be held on [•], at [•], local time, at [•], located at [•].

Your vote is important. We cannot complete the merger unless IAB shareholders approve the merger agreement. In order for the merger to be approved, the merger agreement must be approved by the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting. Regardless of whether you plan to attend the IAB special meeting, please take the time to vote your shares in accordance with the instructions contained in this proxy statement/prospectus.

The IAB board of directors unanimously recommends that IAB shareholders vote “FOR” approval of the merger agreement and “FOR” the other matters to be considered at the IAB special meeting.

This proxy statement/prospectus describes the IAB special meeting, the merger, the documents related to the merger and other related matters. Please carefully read this entire document, including “Risk Factors” beginning on page 22, for a discussion of the risks relating to the proposed merger.

Neither the United States Securities and Exchange Commission nor any state securities commission or bank regulatory agency has approved or disapproved the securities to be issued in the merger or determined if this proxy statement/prospectus is accurate or adequate. Any representation to the contrary is a criminal offense.

The securities to be issued in the merger are not savings or deposit accounts or other obligations of any bank or non-bank subsidiary of either BCB or IAB, and they are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The date of this proxy statement/prospectus is [•], 2017, and it is first being mailed or otherwise delivered to IAB shareholders on or about [•], 2017.

IA BANCORP, INC.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

To the Shareholders of IA Bancorp, Inc.:

IAB will hold a special meeting of shareholders at [•], local time, on [•], 2017, at [•], located at [•]. The IAB special meeting will be held for the purposes of allowing IAB shareholders to consider and vote upon the following matters:

•

a proposal to approve the Agreement and Plan of Reorganization dated as of June 7, 2017, by and between BCB and IAB, as amended from time to time, pursuant to which IAB will merge with and into BCB, as more fully described in the attached proxy statement/prospectus, which we refer to as the merger proposal; and

​

•

a proposal to approve the adjournment of the IAB special meeting, if necessary, to solicit additional proxies in favor of approval of the merger agreement, which we refer to as the adjournment proposal.

​

IAB has fixed the close of business on [•], 2017 as the record date for the IAB special meeting. Only IAB shareholders of record at that time are entitled to notice of, and to vote at, the special meeting, or any adjournment or postponement of the IAB special meeting. Approval of the merger agreement requires the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting.

Your vote is very important. We cannot complete the merger unless IAB shareholders approve the merger agreement.

As a shareholder of record, you are cordially invited to attend the IAB special meeting in person. Regardless of whether you plan to attend the IAB special meeting, please vote as soon as possible by (1) completing, signing, dating and returning your proxy card in the enclosed postage-paid return envelope, (2) calling the toll-free number listed on your proxy card or (3) accessing the internet site listed on your proxy card. Properly executed proxy cards with no instructions indicated on the proxy card will be voted “FOR” the merger proposal and “FOR” the adjournment proposal. If you hold IAB common stock in your name as a shareholder of record or hold a valid proxy from the holder of record and attend the IAB special meeting, you may revoke your proxy and vote in person if you wish, even if you have previously returned your proxy card. Your prompt attention is greatly appreciated.

The enclosed proxy statement/prospectus provides a detailed description of the merger, the merger agreement and related matters. We urge you to read the proxy statement/prospectus, including any documents incorporated in the proxy statement/prospectus by reference, and its appendices and annexes, carefully and in their entirety. If you have any questions concerning the merger or the proxy statement/​prospectus, would like additional copies of the proxy statement/prospectus or need help voting your shares of IAB common stock, please contact Linda Kammerer, Corporate Secretary, at IA Bancorp, Inc. at (732) 947-5117.

The IAB board of directors has approved the merger and the merger agreement and unanimously recommends that IAB shareholders vote “FOR” the merger proposal and “FOR” the adjournment proposal.

i

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about BCB from documents filed with or furnished to the United States Securities and Exchange Commission, which we refer to as the SEC, that are not included in or delivered with this proxy statement/prospectus. You can obtain any of the documents filed with or furnished to the SEC by BCB at no cost from the SEC’s website at www.sec.gov. You may also request copies of these documents, including documents incorporated by reference by BCB in this proxy statement/prospectus, at no cost by contacting BCB in writing or by telephone at the following address:

BCB Bancorp, Inc.
104-110 Avenue C
Bayonne, New Jersey 07002
Attention: General Counsel/Corporate Secretary
(201) 823-0700

You will not be charged for any of these documents that you request. IAB shareholders requesting documents must do so by [•], 2017 in order to receive them before the IAB special meeting to be held on [•], 2017.

If you have questions about the merger or the IAB special meeting, need additional copies of this proxy statement/prospectus or need to obtain proxy cards or other information related to the proxy solicitation, you may contact Linda Kammerer, Corporate Secretary, IA Bancorp, Inc., at the following address and telephone number:

IA Bancorp, Inc.
1630 Oak Tree Road
Edison, New Jersey 08820
Attention: Linda Kammerer, Corporate Secretary
Telephone: (732) 947-5117

See “Where You Can Find More Information” beginning on page [•] for more details.

ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by BCB, constitutes a prospectus of BCB under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of BCB common stock to be issued to the IAB shareholders pursuant to the merger. This proxy statement/prospectus also constitutes a proxy statement for IAB. It also constitutes a notice of meeting with respect to the IAB special meeting.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/​prospectus is dated [•], 2017. You should not assume that the information contained in this proxy statement/​prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither our mailing of this proxy statement/prospectus to IAB shareholders nor the issuance by BCB of shares of BCB capital stock to IAB shareholders in connection with the merger will create any implication to the contrary.

This proxy statement/prospectus shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation. Information contained in this proxy statement/prospectus regarding BCB has been provided by BCB, and information contained in this proxy statement/prospectus regarding IAB has been provided by IAB.

iii

TABLE OF CONTENTS

iv

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE IAB SPECIAL MEETING

The following are some questions that you may have regarding the merger of IAB with and into BCB and the IAB special meeting of shareholders, which we refer to as the IAB special meeting, and brief answers to those questions. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section does not provide all of the information that might be important to you with respect to the merger and the IAB special meeting. Additional important information is also contained in the documents incorporated by reference into this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page [•]. Unless the context requires otherwise, references in this proxy statement/​prospectus to BCB refer to BCB Bancorp, Inc., a New Jersey corporation, and/or its consolidated subsidiaries, references in this proxy statement/prospectus to IAB refer to IA Bancorp, Inc., a New Jersey corporation, and/or its consolidated subsidiaries, and references in this proxy statement/prospectus to “we,” “our” and “us” refer to BCB and IAB collectively.

Q:

What am I being asked to vote on at the IAB special meeting?

​

A:

BCB and IAB have entered into an Agreement and Plan of Reorganization dated as of June 7, 2017, which we refer to as the merger agreement, pursuant to which BCB has agreed to acquire IAB. Under the merger agreement, IAB will merge with and into BCB, with BCB continuing as the surviving corporation of the merger, which we refer to as the merger. Also under the merger agreement, simultaneously with the merger, Indus-American Bank, or IAB Bank, a New Jersey chartered bank and wholly owned subsidiary of IAB, will be merged with and into BCB Community Bank, or BCB Bank, a New Jersey chartered bank and a wholly-owned subsidiary of BCB, which we refer to as the bank subsidiary merger. IAB shareholders are being asked to approve the merger agreement and the transactions it contemplates, including the merger, which we refer to as the merger proposal.

​

IAB shareholders are also being asked to approve the adjournment of the IAB special meeting, if necessary, to solicit additional proxies in favor of the merger agreement, which we refer to as the adjournment proposal.

This proxy statement/prospectus includes important information about the merger, the merger agreement (a copy of which is attached as Annex I to this proxy statement/prospectus), and the IAB special meeting. IAB shareholders should read this information carefully and in its entirety. The enclosed voting materials allow shareholders to vote their shares without attending the IAB special meeting in person.

Q:

How does the IAB board of directors recommend I vote at the IAB special meeting?

​

A:

The IAB board of directors unanimously recommends that you vote “FOR” the merger proposal and “FOR” the adjournment proposal. See the section entitled “The Merger—Recommendation of the IAB Board of Directors; IAB’s Reasons for the Merger” beginning on page [•].

​

Q:

When and where is the IAB special meeting?

​

A:

The IAB special meeting will be held at [•], located at [•] on [•], 2017, at [•], local time.

​

Q:

Who is entitled to vote?

​

A:

Holders of record of IAB common stock at the close of business on [•], 2017, which is the date that the IAB board of directors has fixed as the record date for the IAB special meeting, are entitled to vote at the IAB special meeting.

​

Q:

Will holders of IAB preferred stock be entitled to vote at the IAB special meeting?

​

A:

No. The IAB preferred stock does not have voting rights with respect to any of the proposals that will be considered at the IAB special meeting. Holders of IAB preferred stock will not be entitled to vote at the IAB special meeting, and should not submit a proxy card with respect to the IAB special meeting or otherwise attempt to vote with respect to their IAB preferred stock.

​

1

Q:

What do I need to do now?

​

A:

If you are an IAB shareholder of record as of the close of business on the record date, after you have carefully read this proxy statement/prospectus and have decided how you wish to vote your shares, please vote your shares promptly. You may vote in one of four ways: (1) by mail (by completing, signing, dating and mailing your proxy card in the enclosed postage-paid return envelope, (2) by telephone, (3) by using the internet, or (4) in person (by either delivering the completed proxy card or by casting a ballot if attending the IAB special meeting). It is important that you vote as soon as possible so that your shares can be voted at the IAB special meeting.

​

Q:

What constitutes a quorum for the IAB special meeting?

​

A:

The presence at the IAB special meeting, in person or by proxy, of the holders of a majority of the IAB common stock issued and outstanding and entitled to vote with respect to each proposal will constitute a quorum for the purposes of considering and acting on each proposal. If a quorum is not present, the IAB special meeting will be postponed until the holders of the number of shares of IAB common stock required to constitute a quorum attend. If you submit a properly executed proxy card, even if you abstain from voting, your shares of IAB common stock will be counted for purposes of determining whether a quorum is present at the IAB special meeting. If additional votes must be solicited to approve the merger proposal and the adjournment proposal is approved, it is expected that the IAB special meeting will be adjourned to solicit additional proxies.

​

Q:

What is the vote required to approve each proposal at the IAB special meeting?

​

A:

Approval of the merger agreement requires the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting.

​

Approval of the adjournment proposal requires the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting.

Abstentions, broker non-votes and a failure to vote are not considered votes cast and will have no effect on any of the proposals to be considered at the IAB special meeting, assuming a quorum is present.

See the sections entitled, “Information About the IAB Special Meeting—Record Date; Shares Entitled to Vote” beginning on page [•] and “Information About the IAB Special Meeting—Quorum; Abstentions and Broker Non-Votes” beginning on page [•].

Q:

Why is my vote important?

​

A:

If you do not vote, it will be more difficult for IAB to obtain the necessary quorum to hold the IAB special meeting. The merger agreement must be approved by the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting. The IAB board of directors unanimously recommends that you vote to approve the merger agreement.

​

Q:

How many votes do I have?

​

A:

Each outstanding share of IAB common stock entitles its holder to cast one vote. As of the record date, there were [•] shares of IAB common stock, par value $0.10 per share, outstanding and entitled to vote at the IAB special meeting.

​

Q:

Can I attend the IAB special meeting and vote my shares in person?

​

A:

Yes. All IAB shareholders are invited to attend the IAB special meeting. Holders of record of IAB common stock can vote in person at the IAB special meeting. If you plan to attend the IAB special meeting, you must hold your shares in your own name. In addition, you must bring a form of personal photo identification with you in order to be admitted. IAB reserves the right to refuse admittance to anyone without proper proof of share ownership or without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the IAB special meeting is prohibited without IAB’s express written consent.

​

2

Q:

Can I change my vote?

​

A:

Yes. You may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date (if you submitted your proxy by internet or by telephone, you can change your vote by voting over the internet or by telephone), (2) delivering a written revocation letter to IAB’s corporate secretary, or (3) attending the IAB special meeting in person, notifying the corporate secretary and voting by ballot at the IAB special meeting. Attendance at the IAB special meeting will not automatically revoke your proxy. A revocation or later-dated proxy received by IAB after the vote will not affect the vote. If you choose one of the first two methods, you must take the described action (or, with respect to the first method, IAB must have received the subsequent proxy card) no later than [•], 2017 at [•] local time, which is the business day immediately prior to the IAB special meeting. The IAB corporate secretary’s mailing address is:

​

IA Bancorp, Inc.
1630 Oak Tree Road
Edison, New Jersey 08820
Attention: Linda Kammerer, Corporate Secretary
Telephone: (732) 947-5117

Q:

What will happen in the merger?

​

A:

If the merger proposal is approved by IAB shareholders and the other conditions to closing under the merger agreement are satisfied or waived, then at the effective time of the merger, IAB will merge with and into BCB and BCB will be the surviving entity. Also under the merger agreement, simultaneously with the merger, Indus-American Bank, or IAB Bank, a New Jersey chartered bank and wholly owned subsidiary of IAB, will be merged with and into BCB Community Bank, or BCB Bank, a New Jersey chartered bank and a wholly-owned subsidiary of BCB, which we refer to as the bank subsidiary merger. We refer to the merger and the bank subsidiary merger as the mergers. As a result of the mergers, IAB will no longer exist as a standalone entity and its businesses will be owned by BCB, which will continue as a public company.

​

Q:

What will I receive for my IAB common stock?

​

A:

Upon completion of the merger, each share of IAB common stock issued and outstanding immediately prior to the completion of the merger will be converted into the right to receive, at your election, either (1) cash in an amount equal to $3.05, which we refer to as the Cash Consideration, subject to a Maximum Cash Contribution of  $2,547,709, or (2) 0.189 of a share, or the exchange ratio, of BCB common stock, which we refer to as the Stock Consideration, and together with the Cash Consideration, the Merger Consideration.

​

Under the merger agreement, the Merger Consideration is subject to adjustment as follows if IAB Bank’s closing tangible common equity is less than $18,500,000:

•

First, the Cash Consideration will be reduced by the change in tangible common equity per share; and

​

•

Second, the exchange ratio will be reduced by the quotient obtained by dividing (A) the change in tangible common equity per share by (B) $16.14.

​

Each holder of IAB common stock is entitled to elect the form of the Merger Consideration that he or she would like to receive for his or her shares of IAB common stock, which may be all Stock Consideration, all Cash Consideration or a combination of Stock Consideration and Cash Consideration. All such elections are subject to adjustment on a pro rata basis as described elsewhere in this proxy statement/prospectus. For example, if you hold 100 shares of IAB common stock, you may elect to convert 20 shares of your IAB common stock into the Cash Consideration and 80 shares of your IAB common stock into the Stock Consideration (or any other combination), subject to the proration provisions described below.

3

No guarantee can be made that you will receive the amount of the Cash Consideration or the Stock Consideration you elect. As a result of the proration procedures provided for in the merger agreement, as described in this proxy statement/prospectus, you may receive the Stock Consideration or the Cash Consideration in amounts that are different from the amounts you elect to receive.

Q:

What happens if I am eligible to receive a fraction of a share of BCB common stock as part of the Stock Consideration?

​

A:

If the aggregate number of shares of BCB common stock that you are entitled to receive as part of the Stock Consideration includes a fraction of a share of BCB common stock, you will receive cash in lieu of that fractional share. See the section entitled “The Merger Agreement—Fractional Shares” beginning on page [•].

​

Q:

What will I receive for my IAB preferred stock?

​

A:

Upon completion of the merger, each share of IAB Series C Preferred Stock issued and outstanding immediately prior to the completion of the merger, shall be converted into the right to receive one share of BCB Series E Noncumulative Perpetual Preferred Stock, par value $0.01 per share, or the BCB Series E Preferred Stock. In addition, upon completion of the merger, each share of IAB Series D Preferred Stock issued and outstanding immediately prior to the completion of the merger, shall be converted into the right to receive one share of BCB Series F Noncumulative Perpetual Preferred Stock, par value $0.01 per share, or the BCB Series F Preferred Stock. For more information on the BCB Series E Preferred Stock and BCB Series F Preferred Stock, see “Description of New BCB Series E Preferred Stock” beginning on page [•].

​

Q:

How might the Merger Consideration I elect to receive be adjusted on a pro rata basis?

​

A:

Each holder of IAB common stock is entitled to elect the form of consideration that he or she would like to receive for his or her shares of IAB common stock, including electing to receive the Cash Consideration for a portion of his or her shares of IAB common stock and receive the Stock Consideration for the remainder of his or her shares of IAB common stock. We refer to a share for which an election to receive the Cash Consideration is made as a Cash Election Share, a share for which an election to receive the Stock Consideration is made as a Stock Election Share and a share of IAB common stock for which no election is made as a Non-Election Share. All such elections are subject to adjustment on a pro rata basis.

​

The merger agreement provides that the aggregate amount of the Cash Consideration that holders of IAB common stock are entitled to receive is $2,549,709, or the Maximum Cash Contribution. As a result, all elections may be subject to proration depending on the elections made by other holders of IAB common stock if the Maximum Cash Contribution is undersubscribed or oversubscribed. Proration will be applied so that ultimately approximately 20% of the shares of IAB common stock are treated as Cash Election Shares and approximately 80% of the shares of IAB common stock are treated as Stock Election Shares.

For example, if the aggregate of the Cash Consideration payable to holders of Cash Election Shares is in excess of the Maximum Cash Contribution, all of the Non-Election Shares will be treated as Stock Election Shares and a number of Cash Election Shares will be converted into Stock Election Shares until the Maximum Cash Contribution is no longer oversubscribed. If the aggregate of the Cash Consideration payable to holders of Cash Election Shares is less than the Maximum Cash Contribution, a number of Non-Election Shares will be treated as Cash Election Shares until the Maximum Cash Contribution is no longer undersubscribed and, if necessary, a number of Stock Election Shares will be converted into Cash Election Shares until the Maximum Cash Contribution is no longer undersubscribed.

Q:

Is the value of the per share consideration that I receive for my shares of IAB common stock expected to be substantially equivalent regardless of which election I make?

​

A:

There will be no adjustment to the fixed number of shares of BCB common stock that will be issued to IAB shareholders who receive the Stock Consideration based upon changes in the market price of

​

4

BCB common stock or IAB common stock prior to the effective time of the merger, though the exchange ratio could be adjusted based on IAB Bank’s closing tangible common equity. Subject to any adjustment based on IAB Bank’s closing tangible common equity, the value of the Cash Consideration will not change. As result, the value of the Merger Consideration received by holders of IAB common stock who receive the Cash Consideration may differ from the value of the Merger Consideration received by holders of IAB common stock who receive the Stock Consideration.

The market price of BCB common stock at the time the merger is completed may vary from the price of BCB common stock on the date the merger agreement was executed, on the date of this proxy statement/prospectus, and on the date of the IAB special meeting and at the effective time of the merger as a result of various factors that are beyond the control of BCB and IAB, including but not limited to general market and economic conditions, changes in our respective businesses, operations and prospects, and regulatory considerations. In addition to the approval of the merger agreement by IAB shareholders, consummation of the merger is subject to receipt of required regulatory approvals and satisfaction of other conditions that may not occur until after the IAB special meeting. Therefore, at the time of the IAB special meeting you will not know the precise value of the Stock Consideration, if any, that you will receive at the effective time of the merger. You should obtain current market quotations for shares of BCB common stock.

Q:

How do I make an election for the type of the Merger Consideration that I prefer to receive and when can I expect to receive the Merger Consideration?

​

A:

Each holder of record of IAB common stock will be mailed a form of election/letter of transmittal and other appropriate and customary transmittal materials not more than 40 business days and not less than 20 business days prior to the anticipated effective time of the merger or on such other date as BCB and IAB may mutually agree. The deadline for holders of IAB common stock to elect the form of the Merger Consideration they want to receive is five business days prior to the anticipated effective time of the merger, which we refer to as the election deadline. Each holder of IAB common stock should specify in the election form (1) the number of shares of IAB common stock which such shareholder elects to have exchanged for the Stock Consideration, and (2) the number of shares of IAB common stock such shareholder elects to have exchanged for the Cash Consideration. All such elections are subject to adjustment on a pro rata basis as described elsewhere in this proxy statement/​prospectus. Holders of IAB common stock shall receive their Merger Consideration as promptly as practicable following the effective time of the merger, subject to the holders submitting their properly completed letter of transmittal and other transmittal materials.

​

Q:

What happens to the IAB stock options and awards under the IAB 2006 Stock Option Plan in the merger?

​

A:

At the effective time of the merger, each stock option granted by IAB to purchase shares of IAB common stock under IAB’s 2006 Stock Option Plan that is unexpired, unexercised and outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment from BCB equal to the difference, if positive, between $3.05 and the exercise price applicable to the stock option. Any stock option with an exercise price that equals or exceeds $3.05 will be cancelled and extinguished at the effective time of the merger for no consideration.

​

Q:

What are the U.S. federal income tax consequences of the merger to IAB shareholders?

​

A:

It is a condition to the obligations of each of BCB and IAB that they receive an opinion from Covington & Burling LLP, in form reasonably satisfactory to BCB, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, which we refer to as the Code. Neither BCB nor IAB currently intends to waive this opinion condition to its obligation to consummate the merger. If either BCB or IAB waives this opinion condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to IAB shareholders have materially changed, BCB and IAB will recirculate appropriate soliciting materials to resolicit the votes of IAB shareholders.

​

5

In general, as a “reorganization” within the meaning of Section 368(a) of the Code, for U.S. federal income tax purposes:

•

Holders of IAB common stock who receive solely the Cash Consideration in the merger will generally recognize gain or loss upon surrendering their IAB common stock in an amount equal to the difference between the amount of cash that they receive and their respective aggregate adjusted tax basis in their shares of IAB common stock surrendered;

​

•

Holders of IAB common stock who receive solely the Stock Consideration in the merger generally will not recognize gain or loss, except with respect to cash received in lieu of fractional shares of BCB common stock;

​

•

Holders of IAB common stock who receive a combination of the Cash Consideration (other than cash received in lieu of fractional shares of BCB common stock) and the Stock Consideration in the merger (1) will not recognize any loss upon surrendering their IAB common stock, and (2) will recognize gain upon surrendering their IAB common stock in an amount equal to the lesser of  (a) the excess, if any, of  (i) the sum of the amount of the Cash Consideration received plus the fair market value (determined as of the effective time of the merger) of the Stock Consideration received over (ii) their respective aggregate adjusted tax basis in the shares of IAB common stock surrendered, and (b) the amount of the Cash Consideration received; and

​

•

Holders of IAB preferred shares who exchange their IAB preferred shares for BCB preferred shares generally will not recognize gain or loss.

​

Generally, any gain recognized upon the exchange will be capital gain, and any such capital gain will be long-term capital gain if the holding period for such shares of IAB common stock exceeds one year. Depending on certain facts specific to each holder of IAB common stock, however, gain could instead be characterized as ordinary dividend income.

For further information, see “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [•].

The U.S. federal income tax consequences described above may not apply to all holders of IAB common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

Q:

Do I have dissenters’ rights in connection with the merger?

​

A:

No. Under the New Jersey Business Corporation Act, which we refer to as the NJBCA, IAB shareholders will not have any dissenters’ rights in connection with the merger. See the section entitled “The Merger—No Dissenters’ Rights” beginning on page [•].

​

Q:

If I am an IAB shareholder, should I send in my IAB common stock and/or IAB preferred stock certificates now?

​

A:

No. Please do NOT send in your IAB common stock or IAB preferred stock certificates with your proxy. If the merger proposal is approved by IAB shareholders, and the merger is completed, an exchange agent designated by BCB will send you instructions for exchanging IAB common stock and IAB preferred stock certificates for the Merger Consideration. See the section entitled “The Merger Agreement—Conversion of Shares; Exchange of Certificates” beginning on page [•].

​

Q:

What happens if I sell my shares of IAB common stock before the IAB special meeting?

​

A:

The record date is earlier than both the date of the IAB special meeting and the effective time of the merger. If you transfer your shares of IAB common stock after the record date but before the IAB special meeting, you will, unless the transferee requests a proxy from you, retain your right to vote at the IAB special meeting but will transfer the right to receive the per share Merger Consideration to the person to whom you transfer your shares. In order to receive the per share Merger Consideration, you must hold your shares through the effective time of the merger.

​

6

Q:

When do you expect to complete the merger?

​

A:

We expect to consummate the merger in the fourth quarter of 2017. However, we cannot assure you when or if the merger will occur. We must first obtain the approval of IAB shareholders at the IAB special meeting and the necessary regulatory approvals, and the other conditions to closing must be satisfied before the merger is consummated. See the section entitled “The Merger Agreement—Conditions to Consummation of the Merger” beginning on page [•].

​

Q:

Who should I call with questions?

​

A:

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of IAB common stock, please contact: Linda Kammerer, Corporate Secretary, at (732) 947-5117.

​

Q:

Are there any risks that I should consider in deciding whether to vote for the merger proposal?

​

A:

Yes. You should read and carefully consider the risk factors set forth in the section entitled “Risk Factors” beginning on page [•].

​

Q:

What happens if the merger is not completed?

​

A:

If the merger agreement is not approved by IAB shareholders or if the merger is not completed for any other reason, IAB shareholders will not receive any consideration for their shares of IAB common stock. Instead, IAB will remain an independent company and will continue to own IAB Bank. Under specified circumstances, IAB may be required to pay BCB a termination fee of  $800,000. See the section entitled “The Merger Agreement—Termination of the Merger Agreement—Termination Fee” beginning on page [•].

​

7

8

9

​

10

​

11

12

​

13

​

14

​

​

​

BCB Common Stock (Nasdaq: BCBP)

​

​

Implied Value of One Share of IAB Common Stock

​

​

Value of the Cash Consideration for One Share of IAB Common Stock

​

At June 6, 2017

​

​

​

$

15.65

​

​

​

​

$

2.96

​

​

​

​

$

3.05

​

​

At [•], 2017

​

​

​

$

[•]

​

​

​

​

$

[•]

​

​

​

​

$

3.05

​

​

15

​

​

​

As of June 30,

​

​

As of December 31,

​

​

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(Dollars in thousands)

​

Total assets

​

​

​

$

1,815,843

​

​

​

​

$

1,738,343

​

​

​

​

$

1,708,208

​

​

​

​

$

1,618,406

​

​

​

​

$

1,301,900

​

​

​

​

$

1,207,959

​

​

​

​

$

1,171,358

​

​

Cash and cash equivalents

​

​

​

​

75,047

​

​

​

​

​

235,774

​

​

​

​

​

65,038

​

​

​

​

​

132,635

​

​

​

​

​

32,123

​

​

​

​

​

29,844

​

​

​

​

​

34,147

​

​

Securities

​

​

​

​

105,803

​

​

​

​

​

18,365

​

​

​

​

​

94,765

​

​

​

​

​

9,623

​

​

​

​

​

9,768

​

​

​

​

​

115,320

​

​

​

​

​

165,888

​

​

Loans receivable, net

​

​

​

​

1,577,181

​

​

​

​

​

1,424,891

​

​

​

​

​

1,485,159

​

​

​

​

​

1,420,118

​

​

​

​

​

1,207,850

​

​

​

​

​

1,020,344

​

​

​

​

​

922,301

​

​

Deposits

​

​

​

​

1,496,260

​

​

​

​

​

1,394,305

​

​

​

​

​

1,392,205

​

​

​

​

​

1,273,929

​

​

​

​

​

1,028,556

​

​

​

​

​

968,670

​

​

​

​

​

940,786

​

​

Borrowings

​

​

​

​

178,124

​

​

​

​

​

204,124

​

​

​

​

​

179,124

​

​

​

​

​

204,124

​

​

​

​

​

163,124

​

​

​

​

​

132,124

​

​

​

​

​

131,124

​

​

Stockholders’ equity

​

​

​

​

132,781

​

​

​

​

​

132,306

​

​

​

​

​

131,081

​

​

​

​

​

133,544

​

​

​

​

​

102,252

​

​

​

​

​

100,060

​

​

​

​

​

91,581

​

​

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

​

​

​

(In thousands, except for per share amounts)

​

Net interest income(1)

​

​

​

$

29,668

​

​

​

​

$

27,061

​

​

​

​

$

55,060

​

​

​

​

$

53,511

​

​

​

​

$

49,888

​

​

​

​

$

46,779

​

​

​

​

$

41,700

​

​

Provision for credit losses

​

​

​

​

1,274

​

​

​

​

​

226

​

​

​

​

​

27

​

​

​

​

​

2,280

​

​

​

​

​

2,800

​

​

​

​

​

2,750

​

​

​

​

​

4,900

​

​

Non-interest income (loss)

​

​

​

​

4,335

​

​

​

​

​

3,160

​

​

​

​

​

6,123

​

​

​

​

​

7,065

​

​

​

​

​

3,958

​

​

​

​

​

3,375

​

​

​

​

​

(7,225)

​

​

Non-interest expense

​

​

​

​

23,710

​

​

​

​

​

23,903

​

​

​

​

​

47,895

​

​

​

​

​

46,452

​

​

​

​

​

38,409

​

​

​

​

​

31,437

​

​

​

​

​

33,889

​

​

Income tax expense (credit)

​

​

​

​

3,593

​

​

​

​

​

2,476

​

​

​

​

​

5,258

​

​

​

​

​

4,814

​

​

​

​

​

5,047

​

​

​

​

​

6,551

​

​

​

​

​

(2,252)

​

​

Net income (loss)

​

​

​

​

5,426

​

​

​

​

​

3,616

​

​

​

​

​

8,003

​

​

​

​

​

7,030

​

​

​

​

​

7,590

​

​

​

​

​

9,416

​

​

​

​

​

(2,062)

​

​

Net income (loss) per share

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

​

0.46

​

​

​

​

​

0.28

​

​

​

​

​

0.63

​

​

​

​

​

0.69

​

​

​

​

​

0.81

​

​

​

​

​

1.06

​

​

​

​

​

(0.23)

​

​

Diluted

​

​

​

​

0.45

​

​

​

​

​

0.28

​

​

​

​

​

0.63

​

​

​

​

​

0.69

​

​

​

​

​

0.81

​

​

​

​

​

1.06

​

​

​

​

​

(0.23)

​

​

Common Dividends declared per share

​

​

​

​

0.28

​

​

​

​

​

0.28

​

​

​

​

​

0.56

​

​

​

​

​

0.56

​

​

​

​

​

0.54

​

​

​

​

​

0.48

​

​

​

​

​

0.48

​

​

16

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

Selected Financial Ratios and Other Data:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Return (loss) on average assets

​

​

​

​

0.61%

​

​

​

​

​

0.43%

​

​

​

​

​

0.47%

​

​

​

​

​

0.48%

​

​

​

​

​

0.61%

​

​

​

​

​

0.80%

​

​

​

​

​

(0.17)%

​

​

Return (loss) on average stockholders’ equity

​

​

​

​

8.17

​

​

​

​

​

5.47

​

​

​

​

​

6.11

​

​

​

​

​

6.52

​

​

​

​

​

7.42

​

​

​

​

​

10.18

​

​

​

​

​

(2.26)

​

​

Non-interest income (loss) to average assets

​

​

​

​

0.49

​

​

​

​

​

0.37

​

​

​

​

​

0.36

​

​

​

​

​

0.48

​

​

​

​

​

0.32

​

​

​

​

​

0.29

​

​

​

​

​

(0.61)

​

​

Non-interest expense to average assets

​

​

​

​

2.66

​

​

​

​

​

2.82

​

​

​

​

​

2.81

​

​

​

​

​

3.15

​

​

​

​

​

3.09

​

​

​

​

​

2.68

​

​

​

​

​

2.86

​

​

Net interest rate spread

​

​

​

​

3.27

​

​

​

​

​

3.10

​

​

​

​

​

3.14

​

​

​

​

​

3.50

​

​

​

​

​

3.94

​

​

​

​

​

3.89

​

​

​

​

​

3.44

​

​

Net interest margin

​

​

​

​

3.44

​

​

​

​

​

3.28

​

​

​

​

​

3.32

​

​

​

​

​

3.72

​

​

​

​

​

4.11

​

​

​

​

​

4.06

​

​

​

​

​

3.60

​

​

Ratio of average interest-earning assets to average interest-bearing liabilities

​

​

​

​

118.07

​

​

​

​

​

117.91

​

​

​

​

​

118.02

​

​

​

​

​

118.42

​

​

​

​

​

119.75

​

​

​

​

​

118.32

​

​

​

​

​

115.23

​

​

Cash dividend payout ratio

​

​

​

​

60.73

​

​

​

​

​

96.13

​

​

​

​

​

86.87

​

​

​

​

​

76.50

​

​

​

​

​

68.67

​

​

​

​

​

45.28

​

​

​

​

​

(208.70)

​

​

Asset Quality Ratios:

​

​

​

​

​

​

​

​

Non-accrual loans to total loans at end of period

​

​

​

​

0.97

​

​

​

​

​

1.45

​

​

​

​

​

1.23

​

​

​

​

​

1.63

​

​

​

​

​

1.60

​

​

​

​

​

1.98

​

​

​

​

​

2.45

​

​

Allowance for credit losses to non-performing loans at end of period

​

​

​

​

116.23

​

​

​

​

​

87.05

​

​

​

​

​

110.59

​

​

​

​

​

76.95

​

​

​

​

​

82.39

​

​

​

​

​

69.74

​

​

​

​

​

54.00

​

​

Allowance for credit losses to total loans at end of period

​

​

​

​

1.13

​

​

​

​

​

1.27

​

​

​

​

​

1.14

​

​

​

​

​

1.25

​

​

​

​

​

1.32

​

​

​

​

​

1.38

​

​

​

​

​

1.32

​

​

Capital Ratios:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Stockholders’ equity to total assets at end of period

​

​

​

​

7.31

​

​

​

​

​

7.61

​

​

​

​

​

7.63

​

​

​

​

​

8.25

​

​

​

​

​

7.85

​

​

​

​

​

8.28

​

​

​

​

​

7.82

​

​

Average stockholders’ equity to average total assets

​

​

​

​

7.45

​

​

​

​

​

7.80

​

​

​

​

​

7.70

​

​

​

​

​

7.30

​

​

​

​

​

8.22

​

​

​

​

​

7.89

​

​

​

​

​

7.72

​

​

Tier 1 capital (to average assets)(2)

​

​

​

​

7.65

​

​

​

​

​

7.88

​

​

​

​

​

8.10

​

​

​

​

​

8.61

​

​

​

​

​

8.33

​

​

​

​

​

8.70

​

​

​

​

​

8.38

​

​

Tier 1 capital (to risk weighted assets)(2)

​

​

​

​

9.63

​

​

​

​

​

10.40

​

​

​

​

​

10.09

​

​

​

​

​

10.81

​

​

​

​

​

10.48

​

​

​

​

​

12.41

​

​

​

​

​

12.79

​

​

​

17

​

​

​

As of and for the Six Months Ended June 30,

​

​

As of and for the Years Ended December 31,

​

​

​

​

2017

​

​

2016

​

​

2016

​

​

2015

​

​

2014

​

​

2013

​

​

2012

​

Non-GAAP Reconciliation (Unaudited)

​

​

​

​

​

​

​

​

Net interest income

​

​

​

​

29,668

​

​

​

​

​

27,061

​

​

​

​

​

55,060

​

​

​

​

​

53,511

​

​

​

​

​

49,888

​

​

​

​

​

46,779

​

​

​

​

​

41,700

​

​

Non-interest income

​

​

​

​

4,335

​

​

​

​

​

3,160

​

​

​

​

​

6,123

​

​

​

​

​

7,065

​

​

​

​

​

3,958

​

​

​

​

​

3,375

​

​

​

​

​

(7,225)

​

​

Net revenue

​

​

​

​

34,003

​

​

​

​

​

30,221

​

​

​

​

​

61,183

​

​

​

​

​

60,576

​

​

​

​

​

53,846

​

​

​

​

​

50,154

​

​

​

​

​

34,475

​

​

18

MARKET PRICES AND DIVIDENDS

Stock Prices

BCB common stock is listed on the Nasdaq Global Market under the symbol “BCBP.” The table below sets forth, for the periods indicated, the high and low sales prices per share of BCB common stock as reported by the Nasdaq Global Market. The table also provides information as to the quarterly cash dividends declared per share of BCB common stock for the periods indicated.

On June 6, 2017, the last trading day before public announcement of the merger, the closing sales price per share of BCB common stock was $15.65 on the Nasdaq Global Market. On [•], 2017 the last practicable trading day prior to the mailing of this proxy statement/prospectus, the closing sales price per share of BCB common stock was $[•] on the Nasdaq Global Market. As of  [•], 2017, the last practicable trading day prior to the mailing of this proxy statement/prospectus, there were [•], shares of BCB common stock issued and outstanding and approximately [•] shareholders of record.

IAB shareholders are advised to obtain current market quotations for shares of BCB common stock. The market price of BCB common stock will fluctuate between the date of this proxy statement/prospectus and the effective time of the merger. No assurance can be given concerning the market price of BCB common stock before or after the effective time of the merger. Any change in the market price of BCB common stock prior to the effective time of the merger will affect the market value of the Merger Consideration that IAB shareholders who receive the Stock Consideration will receive upon the effective time of the merger.

Dividends

After the merger, BCB currently expects to pay (when, as and if declared by the BCB board of directors) regular quarterly cash dividends of  $0.14 per share. While BCB currently pays dividends on its common stock, there is no assurance that it will continue to pay dividends in the future. Future dividends on BCB common stock will depend upon its earnings and financial condition, liquidity and capital requirements, the general economic and regulatory climate, its ability to service any equity or debt obligations senior to the common stock and other factors deemed relevant by the BCB board of directors.

As a holding company, BCB is ultimately dependent upon its subsidiaries to provide funding for its operating expenses, debt service and dividends. Various banking laws and guidance applicable to BCB Bank and BCB limit the payment of dividends and other distributions by BCB Bank to BCB, and by BCB to its

19

shareholders. Therefore, BCB’s ability to pay dividends on its common stock may be limited. Regulatory authorities could impose administratively stricter limitations on the ability of BCB Bank to pay dividends to BCB, or BCB to pay dividends to its shareholders, if such limits were deemed appropriate to preserve certain capital adequacy requirements.

Whenever a dividend or other distribution is declared by BCB on BCB common stock, the record date for which is at or after the effective time of the merger, the declaration will include dividends or other distributions on all shares of BCB common stock issuable pursuant to the merger agreement, but such dividends or other distributions will not be paid to the holder thereof until such holder has duly surrendered its IAB common stock certificates in accordance with the merger agreement.

20

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus and the documents referred to in this proxy statement/prospectus contain estimates, predictions, opinions, projections and other “forward-looking statements” as that phrase is defined in the Private Securities Litigation Reform Act of 1995. Such statements include, without limitation, references to our predictions or expectations of future business or financial performance as well as our respective goals and objectives for future operations, financial and business trends, business prospects, and management’s outlook or expectations for earnings, revenues, expenses, capital levels, liquidity levels, asset quality or other future financial or business performance, strategies or expectations. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “positions,” “prospects” or “potential,” by future conditional verbs such as “will,” “would,” “should,” “could” or “may,” or by variations of such words or by similar expressions. Such forward-looking statements are based on various assumptions (some of which may be beyond our control) and are subject to risks and uncertainties (which change over time) and other factors which could cause actual results to differ materially from those currently anticipated. In addition to factors previously disclosed in our reports filed with the SEC, and those identified elsewhere in this document, the following factors among others, could cause actual results to differ materially from forward-looking statements or historical performance:

•

our ability to obtain regulatory approvals and meet other closing conditions to the merger, including approval by IAB shareholders on the expected terms and schedule;

​

•

delay in closing the merger;

​

•

difficulties and delays in integrating the IAB business or fully realizing cost savings and other benefits;

​

•

business disruption following the merger;

​

•

changes in asset quality and credit risk;

​

•

the inability to sustain revenue and earnings growth;

​

•

changes in interest rates and capital markets;

​

•

inflation;

​

•

customer acceptance of BCB products and services;

​

•

customer borrowing, repayment, investment and deposit practices;

​

•

customer disintermediation;

​

•

the introduction, withdrawal, success and timing of business initiatives;

​

•

competitive conditions;

​

•

the inability to realize cost savings or revenues or to implement integration plans and other consequences associated with mergers, acquisitions and divestitures;

​

•

economic conditions; and

​

•

the impact, extent and timing of technological changes, capital management activities, and other actions of the Federal Reserve and legislative and regulatory actions and reforms.

​

Some of these risks and uncertainties are discussed herein, including under the heading “Risk Factors,” and in BCB’s Form 10-K for the year ended December 31, 2016, as updated by subsequently filed Forms 10-Q and other reports filed by BCB with the SEC from time to time. Forward-looking statements are as of the date they are made, and we do not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of us, except as required by law.

21

RISK FACTORS

In addition to general investment risks and the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [•] and the matters discussed under the caption “Risk Factors” in the Annual Report on Form 10-K filed by BCB for the year ended December 31, 2016, as updated by subsequently filed Forms 10-Q and other reports filed by BCB with the SEC from time to time, you should carefully consider the following risk factors in deciding how to vote on approval of the merger agreement.

Risks Relating to the Merger

Because the exchange ratio is fixed, the value of BCB common stock issued to IAB shareholders who receive the Stock Consideration for some or all of their shares will depend on the market price of BCB common stock when the merger is completed.

If the merger is completed, each share of IAB common stock issued and outstanding immediately prior to the merger will be converted, at the election of the shareholder, into the right to receive, subject to adjustment, either (1) cash in an amount equal to $3.05, or the Cash Consideration, subject to a Maximum Cash Contribution amount of  $2,547,709, or (2) 0.189 of a share of BCB common stock, or the Stock Consideration, and together with the Cash Consideration, the Merger Consideration, subject to any adjustment based on IAB Bank’s closing tangible common equity. The market price of BCB common stock at the time the merger is completed may vary from the price of BCB common stock on the date the merger agreement was executed, on the date of this proxy statement/prospectus and on the date of the IAB special meeting as a result of various factors that are beyond our control, including but not limited to general market and economic conditions, changes in our respective businesses, operations and prospects, regulatory considerations and other risk factors set forth or incorporated by reference in this proxy statement/​prospectus.

On June 6, 2017, the last trading day before public announcement of the merger, BCB common stock closed at $15.65 per share, as reported on the Nasdaq Global Market. From June 7, 2017, the day of the announcement of the proposed merger, through [•], 2017, the trading price of BCB common stock ranged from a closing high of  $[•] per share to a closing low of  $[•] per share. Based on the closing stock price of BCB common stock on [•], 2017, the last practicable trading date prior to the date of this proxy statement/​prospectus, the per share value of BCB common stock implied by the Stock Consideration is $[•]. The implied value of the Stock Consideration will fluctuate, however, as the market price of BCB common stock fluctuates, because the Stock Consideration is payable in a fixed number of shares of BCB common stock. The value of the Stock Consideration has fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the IAB special meeting and the date the merger is completed and thereafter. Accordingly, at the time of the IAB special meeting, IAB stockholders will not know or be able to determine the market value of the Stock Consideration they would receive upon completion of the merger.

The value of the Cash Consideration may differ from the value of the Stock Consideration.

Other than as described in this proxy statement/prospectus, there will be no adjustment to the fixed number of shares of BCB common stock that will be issued to IAB shareholders who receive the Stock Consideration based upon changes in the market price of BCB common stock or IAB common stock prior to the effective time of the merger. Subject to any adjustment based on IAB Bank’s closing tangible common equity, the value of the Cash Consideration will not change. In addition, the merger agreement cannot be terminated due to a change in the price of BCB common stock except if the price of BCB common stock declines by more than 20% from $15.65 and underperforms an index of banking companies by more than 20% over a designated measurement period, unless BCB agrees to increase the number of shares of BCB common stock to be issued to holders of IAB common stock who are to receive the Stock Consideration in the merger. As a result, the value of the Cash Consideration may differ from the value of the Stock Consideration. See “The Merger Agreement—Termination of the Merger Agreement” beginning on page [•].

22

We are working to complete the transaction promptly and expect to complete the merger in the fourth of 2017. However, there is no way to predict how long it will take to satisfy the conditions to closing the merger and to complete the transaction. In addition to the approval of the merger agreement by IAB shareholders, consummation of the merger is subject to receipt of required regulatory approvals and satisfaction of other conditions that may not occur until after the IAB special meeting. Because the date when the transaction is completed will be later than the date of the IAB special meeting, IAB shareholders will not know the precise value of the Stock Consideration, if any, that they will receive at the effective time of the merger at the time they vote on the merger proposal. You should obtain current market quotations for shares of BCB common stock before you vote.

Under the merger agreement, the Merger Consideration is subject to adjustment in certain circumstances.

Under the merger agreement, the Merger Consideration is subject to adjustment if IAB Bank’s closing tangible common equity is less than $18,500,000. First, the Cash Consideration will be reduced by an amount equal to the change in tangible common equity per share. Second, the exchange ratio will be reduced by the quotient obtained by dividing (A) the change in tangible common equity per share by (B) $16.14. For further information, see “The Merger Agreement—Merger Consideration” beginning on page [•]. At June 30, 2017, IAB Bank had closing tangible common equity, as calculated in accordance with the terms of the merger agreement, of approximately $19.1 million. IAB Bank operated at a loss for the first six months of 2017, and may continue to operate at a loss for the second half of 2017. As a result, there can be no assurances that IAB Bank’s closing tangible common equity will equal or exceed $18,500,000 and that the Merger Consideration will not be adjusted downward.

The elections made by holders of IAB common stock with respect to the types of Merger Consideration they would like to receive are subject to proration, and there can be no assurance that a shareholder will receive the type of Merger Consideration he or she elects.

Each holder of IAB common stock will be able to elect the type of Merger Consideration that he or she would like to receive for each of his or her shares of IAB common stock, including electing to receive the Cash Consideration for a portion of his or her shares of IAB common stock and receive the Stock Consideration for the remainder of his or her shares of IAB common stock. A share of IAB common stock for which an election to receive the Cash Consideration is made we refer to as a Cash Election Share, and a share of IAB common stock for which an election to receive the Stock Consideration is made we refer to as a Stock Election Share. Shares of IAB common stock for which no election is made will be deemed to be Non-Election Shares. All such elections are subject to adjustment on a pro rata basis.

The merger agreement provides that the aggregate amount of the Cash Consideration that holders of IAB common stock are entitled to receive is the Maximum Cash Contribution. As a result, all elections may be subject to proration depending on the elections made by other holders of IAB common stock if the Maximum Cash Contribution is undersubscribed or oversubscribed. Proration will be applied so that ultimately approximately 20% of the shares of IAB common stock are treated as Cash Election Shares and approximately 80% of the shares of IAB common stock are treated as Stock Election Shares.

For example, if the aggregate of the Cash Consideration payable to holders of Cash Election Shares is in excess of the Maximum Cash Contribution, all of the Non-Election Shares will be treated as Stock Election Shares and a number of Cash Election Shares will be converted into Stock Election Shares until the Maximum Cash Contribution is no longer oversubscribed. If the aggregate of the Cash Consideration payable to holders of Cash Election Shares is less than the Maximum Cash Contribution, a number of Non-Election Shares will be treated as Cash Election Shares until the Maximum Cash Contribution is no longer undersubscribed and, if necessary, a number of Stock Election Shares that are will be converted into Cash Election Shares until the Maximum Cash Contribution is no longer undersubscribed.

Accordingly, depending on the elections made by other IAB shareholders, if a holder of IAB common stock elects to receive all Cash Consideration pursuant to the merger, such holder may receive a portion of the Merger Consideration due to such holder in the form of Stock Consideration. If a holder of IAB common stock elects to receive all Stock Consideration pursuant to the merger, such holder may receive a portion of the Merger Consideration due to such holder in the form of Cash Consideration. Holders of

23

IAB common stock who make an election to receive the Stock Consideration for some of their shares and the Cash Consideration for the remainder of their shares may receive different amounts or proportions of the Stock Consideration and the Cash Consideration than they elected.

The market price of BCB common stock after the merger may be affected by factors different from those affecting the shares of IAB or BCB currently.

Upon the effective time of the merger, holders of IAB common stock who receive the Stock Consideration will become holders of BCB common stock. BCB’s business differs from that of IAB, and, accordingly, the results of operations of the combined company and the market price of the combined company’s shares of common stock may be affected by factors different from those currently affecting the independent results of operations of each of BCB and IAB. For a discussion of the business of IAB, see “Information on IAB’s Business” beginning on page [•]. For a discussion of the business of BCB and of certain factors to consider in connection with that business, see the documents incorporated by reference in this proxy statement/prospectus and referred to under “Where You Can Find More Information” beginning on page [•].

The fairness opinion delivered to the IAB board of directors by IAB’s financial advisor prior to the signing of the merger agreement does not reflect any changes in circumstances that occur after the date of the opinion.

The opinion of IAB’s financial advisor, KBW, was delivered to the IAB board of directors on June 7, 2017 and speaks only as of the date of such opinion and not as of the effective time of the merger or as of any other date. Accordingly, the opinion does not reflect any changes in circumstances that occur after the date of the opinion. Changes in the operations and prospects of IAB or BCB, general market and economic conditions, and other factors that may be beyond the control of IAB and BCB, may alter the value of IAB or BCB or the price of shares of BCB common stock by the time the merger is completed. For a description of the opinion that the IAB board of directors received from IAB’s financial advisor, please refer to “The Merger—Opinion of IAB’s Financial Advisor” beginning on page [•]. For a description of the other factors considered by the IAB board of directors in determining to approve the merger, please refer to “The Merger—IAB’s Reasons for the Merger; Recommendation of the IAB Board of Directors” beginning on page [•].

Some of the conditions to the merger may be waived by IAB or BCB without resoliciting shareholder approval of the merger agreement.

Some of the conditions set forth in the merger agreement may be waived by IAB or BCB, subject to the agreement of the other party in specific cases. See “The Merger Agreement—Conditions to Consummation of the Merger” beginning on page [•]. If any conditions are waived, IAB will evaluate whether an amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In the event that the IAB board of directors determines that resolicitation of shareholders is not warranted, IAB and BCB will have the discretion to complete the transaction without seeking further IAB shareholder approval.

The merger is subject to certain closing conditions that, if not satisfied or waived, will result in the merger not being completed, which may negatively impact IAB.

The merger is subject to customary conditions to closing, including the receipt of required regulatory approvals and approval of the IAB shareholders. If any condition to the merger is not satisfied or, where permitted, waived, the merger will not be completed. In addition, BCB and/or IAB may terminate the merger agreement under certain circumstances even if the merger is approved by IAB shareholders.

For example, if IAB Bank does not have a closing tangible equity of at least $17,500,000 then BCB may elect to terminate the merger agreement. At June 30, 2017, IAB Bank had closing tangible equity, as calculated in accordance with the terms of the merger agreement, of approximately $19.1 million. IAB Bank operated at a loss for the first six months of 2017 and may continue to operate at a loss for the second half of 2017. As a result, there can be no assurances that IAB Bank’s closing tangible equity will equal or exceed the minimum threshold of  $17,500,000.

If the merger agreement is terminated, there may be various consequences. For example, IAB’s business may have been impacted adversely by the failure to pursue other beneficial opportunities due to the focus of management on the merger and the restrictions on IAB’s ability to do so under the merger agreement,

24

without realizing any of the anticipated benefits of completing the merger, or the price of BCB common stock could decline to the extent that the current price reflects a market assumption that the merger will be completed. In addition, termination of the merger agreement would increase the possibility of adverse regulatory actions which could adversely affect IAB’s business. If the merger agreement is terminated and the IAB board of directors seeks another merger or business combination, IAB shareholders cannot be certain that IAB will be able to find a party willing to pay the equivalent or greater consideration than that which BCB has agreed to pay in the merger. In addition, if the merger agreement is terminated under certain circumstances, including circumstances involving a change in recommendation by the IAB board of directors, IAB may be required to pay BCB a termination fee of  $800,000. For a complete summary of the conditions that must be satisfied or waived prior to completion of the merger, see the section entitled “The Merger Agreement—Conditions to Consummation of the Merger” beginning on page [•].

Some of the directors and officers of IAB may have interests and arrangements that may have influenced their decisions to support the merger or recommend that you approve the merger agreement.

The interests of the directors and executive officers of IAB may be different from those of holders of IAB common stock, and directors and officers of IAB may be participants in arrangements that are different from, or in addition to, those of holders of IAB common stock. These interests include the following:

•

In connection with the merger, Julie Nuttall (SVP, Treasurer & CFO) is entitled to receive a retention bonus equal to $40,000 provided that Ms. Nuttall remains employed with IAB through the effective time of the merger;

​

•

Like other employees of IAB, IAB’s executive officers who are not entitled to receive a retention bonus as described above and whose employment with IAB is terminated by BCB other than for cause within six months following the effective time of the merger will receive severance equal to two weeks of salary for each year of service, subject to a minimum of four weeks of salary and a maximum of 26 weeks of salary;

​

•

Following the effective time of the merger, BCB shall establish an advisory board and invite all members of the IAB board of directors to join such advisory board; and

​

•

In the merger agreement, BCB agreed to use reasonable best efforts to maintain directors’ and officers’ liability insurance for directors and executive officers of IAB for a period of six years following the merger and to provide indemnification arrangements for such persons.

​

These interests also include the indemnification of former IAB directors and officers by BCB, to the extent set forth in the merger agreement.

IAB shareholders should be aware of these interests when they consider the recommendation of the IAB board of directors that they vote in favor of the merger proposal. The IAB board of directors was aware of and considered these interests when it declared advisable the merger agreement, determined that the terms of the merger agreement were in the best interests of IAB and its shareholders, and recommended that IAB shareholders approve the merger agreement. These interests are described in more detail in the section entitled “The Merger—Interests of IAB’s Directors and Executive Officers in the Merger” beginning on page [•].

If you are an IAB shareholder and you deliver shares of IAB common stock to make an election, you will not be able to sell those shares unless you revoke your election prior to the election deadline.

If you are an IAB shareholder and want to make a valid Cash Election or Stock Election, you will have to deliver your stock certificates (or follow the procedures for guaranteed delivery), and a properly completed and signed form of election to the exchange agent prior to the election deadline. You will not be able to sell any shares of IAB common stock that you have delivered as part of your election unless you revoke your election before the election deadline by providing written notice to the exchange agent. If you do not revoke your election, you will not be able to liquidate your investment in IAB common stock for any reason until you receive the Merger Consideration. In the time between the election deadline and the effective time of the merger, the trading price of BCB common stock may decrease, and you might

25

otherwise want to sell your shares of IAB common stock to gain access to cash, make other investments, or reduce the potential for a decrease in the value of your investment. The date that you will receive your Merger Consideration depends on the effective time of the merger, which is uncertain. The effective time of the merger might be later than expected due to unforeseen events, such as delays in obtaining regulatory approvals.

Provisions of the merger agreement may deter alternative business combinations.

The merger agreement generally prohibits IAB from soliciting any acquisition proposal or offer for a merger or business combination with any other party, including a proposal that might be advantageous to IAB shareholders when compared to the terms and conditions of the merger described in this proxy statement/prospectus. These provisions may deter third parties from proposing or pursuing alternative business combinations that might result in greater value to holders of IAB common stock than the transaction. See the sections entitled “The Merger Agreement—Agreement Not to Solicit Other Offers” beginning on page [•] and “The Merger Agreement—Termination of the Merger Agreement—Termination Fee” beginning on page [•], for a more complete discussion of these restrictions and consequences.

If the merger is not consummated, IAB and BCB will have incurred substantial costs that may adversely affect IAB’s and BCB’s financial results and operations.

IAB and BCB have incurred and will continue to incur substantial costs in connection with the proposed merger. These costs are primarily associated with the fees of their respective financial advisors, accountants and attorneys. If the merger is not consummated, IAB and BCB will have incurred these costs from which they will have received little or no benefit. Also, if the merger is not consummated under certain circumstances specified in the merger agreement, IAB may be required to pay BCB a termination fee of $800,000.

Regulatory approvals, non-objections or waivers may not be received, may take longer than expected or impose conditions that are not presently anticipated.

Before the merger may be completed, IAB and BCB must obtain various regulatory approvals, non-objections or waivers from, among others, the FDIC, the Federal Reserve and the Department. These regulators may impose conditions on consummation of the merger or require changes to the terms of the merger. Although we do not currently expect that any such conditions or changes would be imposed, there can be no assurance that they will not be, and such conditions or changes could have the effect of delaying the effective time of the merger or imposing additional costs on or limiting the revenues of BCB following the merger. Furthermore, such conditions or changes may constitute a burdensome condition that may allow BCB to terminate the merger agreement and BCB may exercise its right to terminate the merger agreement. There can be no assurance as to whether the regulatory approvals will be received, the timing of those approvals, or whether any conditions will be imposed. See “The Merger—Regulatory Approvals Required for the Merger” beginning on page [•].

IAB and BCB will be subject to business uncertainties and contractual restrictions while the merger is pending.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on IAB and/or BCB. These uncertainties may impair IAB’s and/or BCB’s ability to attract, retain and motivate key personnel until the merger is completed and for a period of time thereafter, and could cause customers and others who deal with IAB or BCB to seek to change existing business relationships with IAB or BCB. IAB employee retention and recruitment may be particularly challenging prior to the effective time of the merger, as employees and prospective employees may experience uncertainty about their future roles with the combined company.

The pursuit of the merger and the preparation for the integration may place a significant burden on management and internal resources. Any significant diversion of management attention away from ongoing business and any difficulties encountered in the transition and integration process could affect IAB’s and/or BCB’s financial results.

In addition, the merger agreement requires that, subject to certain exceptions, each of IAB and BCB operate in the ordinary course of business consistent with past practice prior to the effective time of the

26

merger or termination of the merger agreement. See the section entitled “The Merger Agreement—Covenants and Agreements” beginning on page [•].

The tax consequences of the merger to an IAB shareholder will be dependent upon the Merger Consideration received.

The tax consequences of the merger to an IAB shareholder will depend upon the Merger Consideration that the shareholder receives. As a “reorganization” within the meaning of Section 368(a) of the Code, an IAB shareholder generally will not recognize any gain or loss on the conversion of shares of IAB common stock solely into shares of BCB common stock. However, an IAB shareholder generally will be taxed if the shareholder receives Cash Consideration in exchange for shares of IAB common stock or for any fractional share of BCB common stock. For a detailed discussion of the tax consequences of the merger to IAB shareholder generally, see the section entitled “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page [•].

Each IAB shareholder should consult his, her or its own tax advisors as to the effect of the merger as applicable to the IAB shareholder’s particular circumstances.

If the merger does not constitute a reorganization under Section 368(a) of the Code, then each IAB shareholder may be responsible for payment of U.S. income taxes related to the merger.

The United States Internal Revenue Service, or the IRS, may determine that the merger does not qualify as a nontaxable reorganization under Section 368(a) of the Code. In that case, each IAB shareholder would recognize a gain or loss equal to the difference between (1) the sum of the fair market value of BCB common stock and cash received by the IAB shareholder in the merger, and (2) the IAB shareholder’s adjusted tax basis in the shares of IAB common stock exchanged therefor. The likely tax treatment of the merger in such event will not be known until the effective time of the merger, as the aggregate value of the BCB common stock to be received by each IAB shareholder will fluctuate with the market price of the BCB common stock.

Risks Relating to BCB’s Business Following the Merger

Combining the two companies may be more difficult, costly or time-consuming than expected.

BCB and IAB have historically operated and, until the effective time of the merger, will continue to operate, independently. The success of the merger will depend, in part, on our ability to successfully combine the businesses of BCB and IAB. To realize these anticipated benefits, after the effective time of the merger, BCB expects to integrate IAB’s business into its own. It is possible that the integration process could result in the loss of key employees, the disruption of each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits of the merger. The loss of key employees could adversely affect BCB’s ability to successfully conduct its business in the markets in which IAB now operates, which could have an adverse effect on BCB’s financial results and the value of its common stock. If BCB experiences difficulties with the integration process, the anticipated benefits of the merger may not be realized fully or at all, or may take longer to realize than expected. As with any merger of financial institutions, there also may be business disruptions that cause IAB or BCB to lose current customers or cause current customers to remove their accounts from IAB or BCB and move their business to competing financial institutions. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each of IAB and BCB during this transition period and for an undetermined period after consummation of the merger.

BCB may fail to realize the cost savings estimated for the merger.

BCB estimates that it will achieve cost savings from the merger when the two companies have been fully integrated. While BCB continues to be comfortable with these expectations as of the date of this proxy statement/prospectus, it is possible that the estimates of the potential cost savings could turn out to be incorrect. The actual integration may result in additional and unforeseen expenses, and the anticipated

27

benefits of the integration plan may not be realized. Actual growth and cost savings, if achieved, may be lower than what BCB expects and may take longer to achieve than anticipated. If BCB is not able to adequately address integration challenges, BCB may be unable to successfully integrate BCB’s and IAB’s operations or to realize the anticipated benefits of the integration of the two companies.

The shares of BCB common stock and preferred stock to be received by IAB shareholders who receive the Stock Consideration in the merger will have different rights from the shares of IAB common stock and preferred stock they currently hold.

Following the effective time of the merger, holders of IAB common stock and preferred stock who receive the Stock Consideration will no longer be shareholders of IAB but will instead be shareholders of BCB. The rights associated with IAB common stock and preferred stock are different from the rights associated with BCB common stock and preferred stock. For a more complete description of these rights, see the section entitled “Comparison of Shareholders’ Rights” beginning on page [•].

IAB shareholders who receive the Stock Consideration will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

IAB shareholders currently have the right to vote in the election of the IAB board of directors and on other matters affecting IAB. When the merger occurs, each IAB shareholder that receives the Stock Consideration will become a BCB shareholder with a percentage ownership of the combined organization that is much smaller than such shareholder’s current percentage ownership of IAB. Because of this, IAB shareholders will have less influence on the management and policies of BCB than they currently may have on the management and policies of IAB.

BCB and IAB will incur significant transaction and merger-related costs in connection with the merger.

BCB and IAB have incurred and expect to incur a number of non-recurring costs associated with the merger. These costs and expenses include fees paid to financial, legal and accounting advisors, severance, retention bonus and other potential employment-related costs, filing fees, printing expenses and other related charges. Some of these costs are payable by BCB and IAB regardless of whether the merger is completed. There are also a large number of processes, policies, procedures, operations, technologies and systems that must be integrated in connection with the merger and the integration of the two companies’ businesses. While both BCB and IAB have assumed that a certain level of expenses would be incurred in connection with the merger, there are many factors beyond their control that could affect the total amount or the timing of the integration and implementation expenses.

There may also be additional unanticipated significant costs in connection with the merger that BCB may not recoup. These costs and expenses could reduce the realization of efficiencies, strategic benefits and additional income BCB expects to achieve from the merger. Although BCB expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all.

28

INFORMATION ABOUT THE COMPANIES

BCB Bancorp, Inc.

BCB is incorporated in the State of New Jersey and is a bank holding company. BCB has not engaged in any significant business activity other than owning all of the outstanding common stock of BCB Bank. BCB Bank is a New Jersey commercial bank which, as of June 30, 2017, operated at 22 branch locations in Bayonne, Carteret, Colonia, Edison, Fairfield, Hoboken, Holmdel, Jersey City, Lodi, Lyndhurst, Monroe Township, South Orange, Rutherford, Union, and Woodbridge New Jersey, and Staten Island, New York and is subject to regulation, supervision, and examination by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation.

BCB Bank is principally engaged in the business of attracting deposits from the general public and using these deposits, together with borrowed funds, to invest in securities and to make loans collateralized by residential and commercial real estate and, to a lesser extent, consumer loans. BCB Holding Company Investment Corp. was organized in January 2005 under New Jersey law as a New Jersey investment company primarily to hold investment and mortgage-backed securities.

At June 30, 2017, BCB, on a consolidated basis, had approximately $1.8 billion of total assets, approximately $1.5 billion of total deposits and stockholders’ equity of approximately $132.8 million.

BCB’s principal executive office is located at 104-110 Avenue C, Bayonne, New Jersey 07002 and its telephone number is (201) 823-0700.

Additional information about BCB and its subsidiaries is included in documents incorporated by reference in this proxy statement/prospectus. See the section entitled “Where You Can Find More Information” beginning on page [•].

IA Bancorp, Inc.

IA Bancorp, Inc., or IAB, a New Jersey corporation, is a bank holding company which owns 100% of the capital stock of Indus-American Bank, or IAB Bank, which is a New Jersey chartered bank headquartered in Edison, New Jersey. IAB Bank operates full-service branches in Edison, Jersey City, Parsippany and Plainsboro, New Jersey and Hicksville, New York. IAB Bank was founded primarily to meet the banking needs of the South Asian-American community. IAB Bank specializes in core business banking products for small to medium-sized companies, with an emphasis on real estate-based lending. At [June 30, 2017, IAB had approximately $239.4 million of total assets, approximately $189.5 million of total deposits and stockholders’ equity of approximately $19.2 million.

IAB’s principal executive office is located at 1630 Oak Tree Road, Edison, New Jersey 08820, and its telephone number is (732) 603-8200.

29

THE IAB SPECIAL MEETING

This section contains information for IAB shareholders about the IAB special meeting. We are mailing this proxy statement/prospectus to you, as an IAB shareholder, on or about [•], 2017. Together with this proxy statement/prospectus, we are also sending to you a notice of the IAB special meeting and a form of proxy card that the IAB board of directors is soliciting for use at the IAB special meeting and at any adjournments or postponements of the IAB special meeting.

This proxy statement/prospectus is also being furnished by BCB to IAB shareholders as a prospectus in connection with the issuance of shares of BCB common stock upon the effective time of the merger.

Date, Time and Place of IAB Special Meeting

The IAB special meeting will be held at [•], located at [•], on [•], 2017, at [•], local time.

Matters to Be Considered

At the IAB special meeting, you will be asked to consider and vote upon the following matters:

•

the merger proposal; and

​

•

the adjournment proposal.

​

Recommendation of the IAB Board of Directors

The IAB board of directors has determined that the merger, the merger agreement and the transactions contemplated by the merger agreement are advisable and in the best interest of IAB and its shareholders and that the terms and conditions of the merger and the merger agreement are fair to its shareholders. Accordingly, the IAB board of directors unanimously recommends that IAB shareholders vote “FOR” the merger proposal, and “FOR” the adjournment proposal, if necessary. See the section entitled “The Merger—IAB’s Reasons for the Merger; Recommendation of the IAB Board of Directors” beginning on page [•] for a more detailed discussion of the factors considered by the IAB board of directors in reaching its decision to approve the merger agreement.

Record Date, Voting and Quorum

The IAB board of directors has fixed the close of business on [•], 2017 as the record date for determining the holders of IAB common stock entitled to receive notice of and to vote at the IAB special meeting.

As of the record date, there were [•] shares of IAB common stock outstanding and entitled to vote at the IAB special meeting held by approximately [•] holders of record. Each share of IAB common stock entitles the holder to one vote at the IAB special meeting on each proposal to be considered at the IAB special meeting.

You may vote in one of four ways: (1) by mail (by completing, signing, dating and mailing your proxy card in the enclosed postage-paid return envelope, (2) by telephone, (3) by using the internet, or (4) in person (by either delivering the completed proxy card or by casting a ballot if attending the IAB special meeting).

The presence at the IAB special meeting, in person or by proxy, of the holders of a majority of the stock issued and outstanding and entitled to vote with respect to each proposal will constitute a quorum for the purposes of considering and acting on each proposal. Shares that are present, or represented by a proxy, at the IAB special meeting and any postponement or adjournment thereof will be counted for quorum purposes regardless of whether the holder of the shares or proxy fails to vote (or instruct its bank or broker how to vote) on any particular matter, or “abstains” on any matter. If a quorum is not present at the IAB special meeting, the IAB special meeting will be adjourned until the holders of the number of shares required to constitute a quorum are represented.

30

Vote Required; Treatment of Abstentions and Failure to Vote

Approval of the merger agreement requires the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting. If your shares of IAB common stock are present at the IAB special meeting but are not voted on the merger proposal, or if you vote to abstain on the merger proposal, each will have no effect on the vote on the merger proposal. If you fail to submit a proxy card and fail to attend the IAB special meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of IAB common stock in favor of the merger proposal, your shares of IAB common stock will not be voted, but this will not have an effect on the vote to approve the merger proposal except to the extent that it results in there being insufficient shares present at the IAB special meeting to establish a quorum.

Approval of the adjournment proposal will require the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting. If your shares of IAB common stock are present at the IAB special meeting but are not voted on the adjournment proposal, or if you vote to abstain on the adjournment proposal, each will have no effect on the vote on the adjournment proposal. If you fail to submit a proxy card and fail to attend the IAB special meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of IAB common stock in favor of the adjournment proposal, your shares of IAB common stock will not be voted, but this will not have an effect on the vote to approve the adjournment proposal except to the extent there results in there being insufficient shares present at the IAB special meeting to establish a quorum.

Voting Agreements

Concurrently with execution of the merger agreement, each of the directors of IAB in their capacity as shareholders of IAB entered into a voting agreement with BCB and IAB, under which each director of IAB agreed to vote their shares of common stock of IAB in favor of the merger agreement and the merger at the IAB special meeting and against any competing proposals that may be voted on by IAB shareholders.

As of the record date, the IAB directors party to these voting agreements owned and were entitled to vote approximately [•] shares of IAB common stock, representing approximately [•]% of the total shares of IAB common stock outstanding on that date.

Voting of Proxies; Incomplete Proxies

Each copy of this proxy statement/prospectus mailed to holders of IAB common stock is accompanied by a form of proxy with instructions for voting. Please vote as soon as possible by (1) completing, signing, dating and returning your proxy card in the enclosed postage-paid return envelope, (2) calling the toll-free number listed on your proxy card or (3) accessing the internet site listed on your proxy card, regardless of whether you plan to attend the IAB special meeting.

IAB shareholders should not send IAB common stock and IAB preferred stock certificates with their proxy cards. After the merger is completed, holders of IAB common stock and IAB preferred stock will be mailed a transmittal form with instructions on how to exchange their IAB common stock and IAB preferred stock certificates for the Merger Consideration.

All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card. If you make no specification on your proxy card as to how you want your shares voted before signing and returning it, your proxy will be voted “FOR” the merger proposal, and “FOR” the adjournment proposal, if necessary. No matters other than the matters described in this proxy statement/prospectus are anticipated to be presented for action at the IAB special meeting or at any adjournment or postponement of the IAB special meeting.

No Dissenters’ Rights

Under the NJBCA, the holders of IAB common stock will not have any dissenters’ rights with respect to the merger. For further information, see the “The Merger—No Dissenters’ Rights” beginning on page [•].

31

Revocability of Proxies and Changes to an IAB Shareholder’s Vote

You may revoke any proxy at any time before it is voted by (1) signing and returning a proxy card with a later date (if you submitted your proxy by internet or by telephone, you can change your vote by voting over the internet or by telephone), (2) delivering a written revocation letter to IAB’s corporate secretary, or (3) attending the IAB special meeting in person, notifying the secretary, and voting by ballot at the IAB special meeting.

If you choose either of the first two methods, you must take the described action (or, with respect to the first method, IAB must have received the subsequent proxy card) no later than [•], 2017 at 5:00 p.m. local time, which is the business day immediately prior to the IAB special meeting. Written notices of revocation and other communications about revoking your proxy should be addressed to:

IA Bancorp, Inc.
1630 Oak Tree Road
Edison, New Jersey 08820
Attention: Linda Kammerer, Corporate Secretary
Telephone: (732) 947-5117

Any shareholder entitled to vote in person at the IAB special meeting may vote in person regardless of whether a proxy has been previously given, but the mere presence (without notifying IAB’s corporate secretary) of a shareholder at the IAB special meeting will not constitute revocation of a previously given proxy.

Solicitation of Proxies

IAB will bear the entire cost of soliciting proxies from you, except that IAB and BCB will bear equally the cost of printing this proxy statement/prospectus and all filing fees paid to the SEC in connection with this proxy statement/prospectus. If necessary, IAB may use directors, officers and several of its regular employees, who will not be specially compensated, to solicit proxies from the IAB shareholders, either personally or by telephone, facsimile, letter or other electronic means.

Attending the IAB Special Meeting

All holders of IAB common stock are invited to attend the IAB special meeting. Shareholders of record can vote in person at the IAB special meeting. If you plan to attend the IAB special meeting, you must hold your shares in your own name. In addition, you must bring a form of personal photo identification with you in order to be admitted. IAB reserves the right to refuse admittance to anyone without proper proof of share ownership and without proper photo identification. The use of cameras, sound recording equipment, communications devices or any similar equipment during the IAB special meeting is prohibited without IAB’s express written consent.

Assistance

If you have any questions concerning the merger or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus or need help voting your shares of IAB common stock, please contact Linda Kammerer, Corporate Secretary at IAB at (732) 947-5117.

32

THE IAB PROPOSALS

Proposal 1: Approval of the Merger Agreement

IAB is asking its shareholders to approve the merger agreement. For a detailed discussion of the terms and conditions of the merger agreement, see “The Merger Agreement” beginning on page [•]. As discussed in the section entitled “The Merger—IAB’s Reasons for the Merger; Recommendation of the IAB Board of Directors,” after careful consideration, the IAB board of directors approved the merger agreement. The IAB board of directors unanimously recommends the merger agreement and the transactions contemplated thereby, including the merger, to be advisable and in the best interest of IAB and the IAB shareholders.

Required Vote

Approval of the merger agreement requires the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting. If your shares of IAB common stock are present at the IAB special meeting but are not voted on the merger proposal, or if you vote to abstain on the merger proposal, each will have no effect on the vote on the merger proposal. If you fail to submit a proxy card and fail to attend the IAB special meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of IAB common stock in favor of the merger proposal, your shares of IAB common stock will not be voted, but this will not have an effect on the vote to approve the merger proposal except to the extent this results in there being insufficient shares present at the IAB special meeting to establish a quorum.

The IAB board of directors unanimously recommends that IAB shareholders vote “FOR” the approval of the merger agreement.

Proposal 2: Adjournment Proposal

IAB shareholders are being asked to adjourn the IAB special meeting, if necessary, to solicit additional proxies in favor of the merger agreement if there are insufficient votes at the time of such adjournment to approve the merger proposal.

If, at the IAB special meeting, there are an insufficient number of shares of IAB common stock present in person or represented by proxy and voting in favor of the merger proposal, IAB may move to adjourn the IAB special meeting in order to enable the IAB board of directors to solicit additional proxies for approval of the merger proposal. If the IAB shareholders approve the adjournment proposal, IAB could adjourn the IAB special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from IAB shareholders who have previously voted. If the date of the adjournment is not announced at the IAB special meeting or a new record date is fixed for the adjourned meeting, a new notice of the adjourned meeting will be given to each shareholder of record entitled to vote at the adjourned meeting.

Required Vote

Approval of the adjournment proposal will require the affirmative vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting. If your shares of IAB common stock are present at the IAB special meeting but are not voted on the adjournment proposal, or if you vote to abstain on the adjournment proposal, each will have no effect on the vote on the adjournment proposal. If you fail to submit a proxy card and fail to attend the IAB special meeting, or if you do not instruct your bank, broker or other nominee to vote your shares of IAB common stock in favor of the adjournment proposal, your shares of IAB common stock will not be voted, but this will not have an effect on the vote to approve the adjournment proposal except to the extent this results in there being insufficient shares present at the IAB special meeting to establish a quorum.

The IAB board of directors unanimously recommends that IAB shareholders vote “FOR” the adjournment proposal, if necessary.

33

THE MERGER

The following discussion contains material information about the merger. The discussion is subject, and qualified in its entirety by reference, to the merger agreement included as Annex I to this proxy statement/​prospectus and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the merger that is important to you. We urge you to read carefully this entire proxy statement/prospectus, including the merger agreement, for a more complete understanding of the merger.

Terms of the Merger

The board of directors of each of BCB and IAB have unanimously approved the merger agreement. The IAB board of directors unanimously recommends approval of the merger agreement by IAB shareholders. The merger agreement provides for the acquisition of IAB by BCB through the merger of IAB with and into BCB, with BCB continuing as the surviving corporation. As a result of the merger, shares of IAB common stock issued and outstanding immediately prior to the merger will be converted, at the election of the shareholder, into the right to receive, subject to adjustment, either (1) cash in an amount equal to $3.05 per share, which we refer to as the Cash Consideration, subject to a Maximum Cash Contribution amount of  $2,547,709, or (2) 0.189 of a share, or the exchange ratio, of BCB common stock per share, which we refer to as the Stock Consideration, and together with the Cash Consideration, the Merger Consideration.

Under the merger agreement, the Merger Consideration is subject to adjustment as follows if IAB Bank’s closing tangible common equity is less than $18,500,000:

•

First, the Cash Consideration will be reduced by the change in tangible common equity per share; and

​

•

Second, the exchange ratio will be reduced by the quotient obtained by dividing (A) the change in tangible common equity per share by (B) $16.14.

​

No fractional shares of BCB common stock will be issued in connection with the merger, and holders of IAB common stock will be entitled to receive cash in lieu thereof. Each holder of IAB common stock is entitled to elect the form of the Merger Consideration that he or she would like to receive for his or her shares of IAB common stock. All such elections are subject to adjustment on a pro rata basis so that ultimately approximately 20% of the shares of IAB common stock will be treated as Cash Election Shares and approximately 80% of the shares of IAB common stock will be treated as Stock Election Shares. In addition, BCB is issuing two series of preferred stock, Series E and F, in exchange for two outstanding series, Series C and D, of IAB preferred stock. The two series of BCB preferred stock will have terms substantially similar to the terms of the two series of IAB preferred stock.

IAB shareholders are being asked to approve the merger agreement. See the section entitled “The Merger Agreement” beginning on page [•] for additional and more detailed information regarding the legal documents that govern the merger, including information about the conditions to consummation of the merger and the provisions for terminating or amending the merger agreement.

Background of the Merger

After coming through a period of retrenchment, where the focus of the IAB board of directors was on resolving asset quality issues, IAB entered a period of growth during which it built up its loan portfolio and reported profitable operations for the years ended December 31, 2013 and 2014 and through the first six months of 2015. However, as a result of several issues facing IAB, including the recharacterization of certain real property acquired by IA Bank for expansion as real estate owned, necessitating a write-down of the value of the property, as well as required additions to IA Bank’s allowance for loan losses and a severance payment to a senior employee, IAB incurred losses for the second half of 2015, which cause IAB to report a loss for the full year ended December 31, 2015. In addition, as a result of certain concerns regarding the loan origination and loan portfolio administration processes of IA Bank, IA Bank’s methodology for its allowance for loan losses and its corporate governance, among other things, effective April 12, 2016 IA Bank agreed to a Consent Order with the FDIC and the NJDOBI (the “Order”).

34

The IAB board of directors realized that in order for the company to continue to grow and enhance its earnings, IAB would need to raise additional capital. However, the IAB board of directors believed that entry into the Order made a capital raise extremely difficult, and would adversely affect the price IAB might receive for its equity. The IAB board of directors then began to discuss whether shareholders would best be served by IAB remaining independent, working through the Order and attempting to raise capital on a standalone basis, or through a strategic transaction with a strong partner.

In May 2016, the IAB board of directors formed a Strategic Planning Committee consisting of directors Raghu Gupta and Wilson Mitchell and President and CEO James Atieh. The Strategic Planning Committee was charged with retaining a financial advisor to help assess IAB’s potential strategic alternatives, including seeking strategic partners. In June 2016, the Strategic Planning Committee met with three investment banking firms and elected to engage KBW to serve as IAB’s financial advisor. The Strategic Planning Committee believed KBW was best positioned to advise IAB due to its knowledge of the community banking market, its presence in the markets served by IAB and its national presence.

Although KBW had been engaged, the potential strategic alternatives review process was delayed due to delays in completing the audit of IAB’s 2015 financial statements. After completion of the audit, the Strategic Planning Committee held a meeting on October 26, 2016 which was attended by representatives of KBW. The Strategic Planning Committee and representatives of KBW discussed the alternatives of IAB pursuing a strategic transaction or remaining independent.

At the November 1, 2016 IAB board of directors meeting, the Strategic Planning Committee reported to the IAB board of directors on its discussion with KBW, and the IAB board of directors formed a committee consisting of Chairman Anil Bansal and director Wilson Mitchell, or the Committee, to determine whether to commence an auction process, and if so to oversee the auction process.

On November 17, 2016, the Committee held a meeting to consider whether to commence an auction process. The Committee and representatives of KBW discussed the alternatives of IAB pursuing a strategic transaction or remaining independent. The Committee authorized beginning a solicitation process, and directed management to prepare confidential disclosure material about IAB with the assistance of KBW.

In November 2016, IAB management, with the assistance of KBW, prepared necessary disclosure material, and in late November 2016, at IAB’s direction, KBW began contacting parties to solicit potential interest in a strategic transaction with IAB. The parties contacted by KBW included both parties that had previously contacted IAB and those that might have an interest in IAB. At IAB’s direction, KBW initially contacted 30 parties, ten of which signed non-disclosure agreements with IAB and were given access to confidential disclosure material. At IAB’s direction, KBW informed all parties that indications of interest would be due December 16, 2016.

By December 16, 2016, KBW had received indication letters from five potentially interested parties: BCB and one other New Jersey based financial institution, two financial institutions based out of state, and an investor group with an interest in making a substantial equity investment in IAB.

The Committee met with representatives of KBW on December 19, 2016, to review the indications of interest. The Committee members reviewed and discussed the indications with representatives of KBW, but no action was taken.

Subsequent to December 19, 2016, the financial advisor for another financial institution based outside of New Jersey contacted KBW to express interest in IAB on behalf of this financial institution. This institution signed a non-disclosure agreement with IAB, and was provided the confidential disclosure information. On January 6, 2017, this financial institution also provided an indication of interest for a proposed transaction with IAB.

The Committee met with representatives of KBW on January 9, 2017, to undertake a final review of the six indications of interest received, and to select parties that would be invited to conduct a detailed diligence review of IAB, prior to submitting final proposals. After reviewing the six indications, the Committee selected BCB and the other New Jersey based financial institution, and the financial institution which submitted its indication letter on January 6, 2017. All three institutions were invited to conduct detailed, onsite diligence. In order to permit each of the three parties to undertake their diligence review, final bids were requested by the end of February 2017.

35

In late January 2017, the financial institution which had submitted its indication letter on January 6, 2017, contacted representatives of KBW to state that it was no longer participating in the process.

BCB commenced a detailed due diligence investigation on IAB beginning in mid-January 2017. BCB’s due diligence investigation included the review of documents, onsite meetings with management of IAB and the exchange of questions and answers by both verbally and electronically. During this time, several representatives of BCB, its financial advisor FinPro, Inc., and it counsel Covington & Burling LLP, or Covington, visited IAB’s offices on various days to conduct in person diligence interviews of IAB management.

As part of the diligence process, BCB and Covington had requested IAB charter documents certified by the New Jersey Division of Taxation. When these documents were ordered in late February, 2017, it became apparent that IAB’s charter had been dissolved by the State of New Jersey, casting doubt on IAB’s ability to enter into a merger agreement and the structure of any potential transaction with an interested bidder. The IAB board of directors held a meeting on February 28, 2017. Representatives of IAB’s counsel, Windels Marx Lane & Mittendorf, or Windels, participated in the meeting. Representatives of Windels explained that IAB’s charter appeared to have been dissolved by the State of New Jersey, and further explained the implications of the dissolution on any proposed strategic transaction for IAB.

During the course of its initial detailed, due diligence investigation, BCB management kept the BCB board of directors apprised of its due diligence findings and discussions that FinPro and Covington had on behalf of BCB with KBW and Windels. On February 28, 2017, the BCB board of directors held a special meeting telephonically to review an updated indication of interest previously provided by BCB management. At that meeting the BCB board of directors approved a revised indication of interest as previously submitted by BCB management. On that day, BCB submitted its revised indication of interest to KBW.

On February 28, 2017, KBW had also received an updated indication of interest from the other bidder. Both of the indications were similar in terms of stated value. Differences concerned the treatment of preferred stockholders and a fixed price offered by BCB versus a variable price based on IAB’s closing equity from the other bidder. In addition, BCB indicated that it would not close any IAB Bank branches as part of the merger and that it would likely retain and utilize IAB Bank’s current name as a division of BCB Bank.

The IAB board of directors held a special meeting on March 2, 2017. Also attending were representatives of KBW and Windels. The purpose of the meeting was to discuss the status of IAB’s charter and to review the two indications of interest, with the goal of selecting a lead party with whom to negotiate a definitive agreement. Representatives of Windels reviewed the charter issue in detail with the IAB board of directors, how the issue had come about and the alternatives to attempt to reinstate the charter or to attempt to move forward with a complete dissolution of IAB, and the impact a dissolution might have on any proposed transaction.

At this meeting, the IAB board of directors determined that the most appropriate course of action was to authorize Windels to take all steps possible to reinstate IAB’s charter. Given that neither bidder would be able to move forward with the transaction until the status of IAB’s charter was resolved, the IAB board of directors determined it was not appropriate to review the bids in detail at this meeting. However, the IAB board of directors authorized representatives of KBW to discuss the charter issue with each of the two bidders.

During the month of March, Windels worked with the Division of Taxation to have the charter for IAB reinstated, and by March 23, 2017, the charter was successfully reinstated. During the month of March 2017, BCB, FinPro and Covington continued BCB’s detailed, due diligence investigation of IAB.

In late March, 2017, at IAB’s direction, representatives of KBW contacted BCB and the other bidder to inform them that IAB’s charter issue had been resolved, and to request that each party submit their final indication of interest by April 3, 2017. Each of BCB and the other bidder submitted updated indications of interest on April 3, 2017. On April 4, 2017, the IAB board of directors met to review the two indication letters. Representatives of KBW and Windels also attended the meeting. Windels reviewed with the Board members their fiduciary duties and obligation to act in the best interest of IAB’s shareholders.

36

Representatives of KBW then reviewed each of the indications with the IAB board of directors. Both indications were similar in terms of stated value, although the indication from the other bidder continued to contain a variable price based upon IAB’s closing equity. The proposals also treated IAB’s preferred stockholders differently. Finally, BCB’s proposal provided for an escrow holdback of the purchase price, although the amount had been reduced from its prior indication of interest. Representatives of KBW discussed with the IAB board of directors pro forma financial aspects of each of the bids, information on each of the bidders and information on the trading of the stock of each of the bidders.

After further discussion, the IAB board of directors directed representatives of KBW to go back to each of the bidders and request certain modifications to their bids. BCB was asked to eliminate the escrow holdback requirement, while the other bidder was asked to provide an indication for a firm price, rather than a variable one based on closing equity. Both parties were also asked to increase their bids.

Upon receiving the request from IAB, through KBW, to consider eliminating the escrow holdback from its indication of interest, BCB further considered the issues that it was attempting to address with the escrow holdback to determine whether it could address these potential issues in another manner. The issues that BCB was particularly concerned about included compliance with the Order and certain shareholder lawsuits that had previously been filed against IAB and its directors. In particular BCB was concerned about the cost these issues would have on IAB prior to closing and the resulting impact on IAB Bank’s tangible common equity at closing. On April 18, 2017, the BCB board of directors held a special meeting telephonically to discuss with BCB management, FinPro and Covington the request from IAB to eliminate the escrow holdback and other methods that BCB could propose to reduce its risk related to these issues. The BCB board of directors approved removing the escrow holdback from BCB’s indication of interest subject to the definitive agreement having provisions that would protect against the deterioration of IAB Bank’s tangible common equity prior to closing related to the Order and prior shareholder lawsuits. On April 5, 2017, FinPro informed KBW that BCB was willing to drop its requirement that there be an escrow holdback with the understanding that any definitive agreement would have certain protective provisions related to IAB Bank’s tangible common equity prior to closing.

On April 6, 2017, the IAB board of directors held a telephonic meeting to review updated information on each of the indications of interest received. Also participating in the conference call were representatives of KBW and Windels. The representatives of KBW reviewed with the IAB board of directors the changes each of the two interested parties were willing to make to their indication of interest. BCB was willing to eliminate the escrow holdback, provided certain other protections were negotiated as part of the definitive agreement. The other bidder was also willing to provide a fixed exchange ratio, fixing the consideration to be received by IAB shareholders, also assuming certain protective measures were negotiated as part of the definitive agreement. Neither BCB nor the other bidder were willing to increase their indicated price. After reviewing the updated information, the background information on each bidder and the trading history of the stock of each bidder, the IAB board of directors unanimously selected BCB as the lead bidder, and directed counsel and IAB management to work with BCB to negotiate a definitive agreement for the transaction.

As a condition to negotiating a definitive agreement, BCB asked for an exclusive negotiating period, during which IAB would not discuss a proposed transaction with any third party. On April 7, 2017, IAB entered into an Exclusivity Agreement with BCB, agreeing to a 45 day exclusive period for the parties to negotiate a definitive transaction agreement.

From mid-April through early June 2017, counsel and management of IAB negotiated the terms of definitive transaction documents with Covington and BCB management. Throughout the course of negotiations, BCB management and Covington continued to conduct due diligence on IAB. On May 31, 2017, the IAB board of directors held a special meeting. Also participating in the meeting were representatives of KBW and Windels. The purpose of the meeting was to update the IAB board of directors on the status of current negotiations, to review with the IAB board of directors the current proposed terms of the definitive transaction documents, and to review with the IAB board of directors several open items which still needed to be resolved. Windels then reviewed the currently agreed upon terms of the definitive documents, and reviewed the open issues with the IAB board of directors. The IAB board of directors provided Windels with direction on negotiating the remaining open issues, and directed Windels to continue to work to finalize the transaction documents.

37

By June 5, 2017, the parties had completed their negotiation of the definitive transaction documents. To address BCB’s concerns about the costs of compliance with the Order and costs associated with matters related to certain IAB shareholder lawsuits, IAB and BCB agreed to a price adjustment provision in the event IAB Bank’s closing tangible common equity was below a minimum threshold, with a right of BCB to terminate the merger agreement if IAB Bank’s closing tangible common equity was below the minimum threshold of  $17,500,000.

Copies of all documents were provided to the IAB board of directors for review. On June 7, 2017, the IAB board of directors met to review the merger agreement and related transaction documents and the financial terms of the transaction. At the meeting of the IAB board of directors, KBW reviewed the financial aspects of the proposed merger and rendered to the IAB board of directors an opinion to the effect that, as of that date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in such opinion, the Merger Consideration in the merger was fair, from a financial point of view, to the holders of IAB common stock. Representatives of Windels reviewed with the IAB board of directors their fiduciary duties in considering a strategic transaction, and reviewed all of the terms of the final draft definitive transaction documents. The IAB board of directors then discussed the proposed transaction and its impact on IAB’s shareholders, and after taking into consideration the factors described under “—IAB’s Reasons for the Merger; Recommendation of the IAB Board of Directors,” the IAB board of directors determined that the merger agreement was fair to the shareholders of IAB and that the merger was in the best interests of IAB and its shareholders, and voted unanimously to approve the transaction with BCB.

On June 7, 2017, the BCB board of directors held a meeting to consider the terms of the merger. Prior to the meeting, the BCB board of directors received copies of the merger agreement and the related transaction documents. At the meeting, members of BCB’s management reported on the status of due diligence and negotiations with IAB. Representatives of FinPro reviewed certain financial analyses of the merger. At the meeting, Covington reviewed with the BCB board of directors its fiduciary duties and reviewed the key terms of the merger agreement and related agreements (including the voting agreement), as described elsewhere in this joint proxy statement/prospectus, including provisions relating to employee matters. After considering the proposed terms of the merger agreement, the proposed terms of the voting agreement, and the various presentations of BCB management and Covington, and taking into consideration the matters discussed during that meeting and prior meetings of the BCB board of directors, including the factors described under “—BCB’s Reasons for the Merger; Recommendation of BCB’s Board of Directors,” the BCB board of directors unanimously determined that the merger was consistent with BCB’s business strategies and in the best interests of BCB and BCB shareholders and the directors voted unanimously to approve the merger agreement and the transactions contemplated thereby.

The merger agreement was executed by the parties on June 7, 2017. Concurrently, as required by BCB under the merger agreement, IAB directors executed voting agreements in which each director of IAB agreed to vote in favor of the merger with BCB and against any competing proposal. On the evening of June 7, 2017, a joint press release announcing the execution of the merger agreement was disseminated.

IAB’s Reasons for the Merger; Recommendation of the IAB Board of Directors

After careful consideration, the IAB board of directors determined that it was advisable and in the best interests of IAB and its shareholders for IAB to enter into the merger agreement with BCB. Accordingly, the IAB board of directors unanimously recommends that IAB shareholders vote “FOR” the approval of the merger agreement.

The IAB board of directors has considered the terms and provisions of the merger agreement and concluded that they are fair to the shareholders of IAB and that the merger is in the best interests of IAB and its shareholders.

38

In reaching its decision to approve the merger agreement, the IAB board of directors evaluated the merger and the merger agreement in consultation with IAB management, as well as with IAB’s financial and legal advisors, and considered a variety of factors, including the following:

•

The consideration being offered to IAB shareholders in relation to the book value per share, earnings per share and projected earnings per share of IAB;

​

•

The results that could be expected to be obtained by IAB if it continued to operate independently and the potential future value of IAB common stock compared to the value of the Merger Consideration offered by BCB;

​

•

The implied value of the Merger Consideration offered by BCB and the uncertainty whether or when the IAB common stock would attain a value equal to implied value of the Merger Consideration;

​

•

The continued costs faced by IAB Bank to comply with the Order, and the impact of such costs on IAB’s results of operations and ability to expand and independently raise capital;

​

•

The liquidity of BCB’s common stock and the uncertainty of whether a liquid market would ever be created in the IAB common stock;

​

•

BCB’s history of paying cash dividends and IAB’s inability to pay cash dividends while the Order is in place;

​

•

The limited prospects for IAB to grow its franchise through acquisitions given IAB’s relatively small size and lack of liquidity in shares of IAB common stock;

​

•

The current and prospective environment in which IAB operates, including national, regional and local economic conditions, the competitive environment for financial institutions, the increased regulatory burdens on financial institutions, and the uncertainties in the regulatory climate going forward;

​

•

The scale, scope, strength and diversity of operations, product lines and delivery systems that could be achieved by combining IAB with BCB;

​

•

The complementary geographic locations of the IAB and BCB branch networks;

​

•

The earnings prospects of the combined companies; and

​

•

The financial presentation, dated June 7, 2017, of KBW and the opinion, dated June 7, 2017, of KBW to the IAB board of directors as to the fairness, from a financial point of view and as of the date of the opinion, to the holders of IAB common stock of the Merger Consideration in the merger. KBW’s opinion is attached as Annex II to this document. For a summary of the presentation of KBW, see “Opinion of IAB’s Financial Advisor” on page [•].

​

Other factors considered by the IAB board of directors included:

•

The reports of IAB’s management to the IAB board of directors concerning the operations, financial condition and prospects of BCB and the IAB board of directors’ consideration, with the assistance of KBW, of the potential financial impact of the merger on the combined company, including pro forma assets, earnings, deposits and capital ratios;

​

•

The cash/stock election provisions in the merger agreement providing IAB shareholders with an ability to choose the form of consideration that they wish to receive, subject to the overall approximately 80% stock/20% cash allotment;

​

•

The fact that 80% of the Merger Consideration would be in the form of BCB common stock based upon a fixed exchange ratio, subject to any adjustment based on IAB Bank’s closing tangible common equity, which will permit IAB shareholders who receive BCB common stock in the merger with the ability to participate in the future performance of the combined company or, for those IAB shareholders who receive cash, to participate in a liquidity event;

​

•

The likelihood of successful integration and the successful operation of the combined company;

​

39

•

The likelihood that the regulatory approvals needed to complete the transaction will be obtained;

​

•

The potential cost-saving opportunities available to BCB;

​

•

The effects of the merger on IAB’s employees, including the prospects for continued employment and the severance and other benefits agreed to be provided to IAB employees; and

​

•

The review by the IAB board of directors with its legal counsel of the terms of the merger agreement.

​

The IAB board of directors also considered the potential risks associated with the merger in connection with its deliberations on the proposed transaction, including the challenges of integrating IAB’s businesses, operations and employees with those of BCB, the need to obtain approval by shareholders of IAB as well as regulatory approvals in order to complete the transaction, and the risks associated with the operations of the combined company including the ability to achieve the anticipated cost savings. The IAB board of directors also considered that the stock portion of the Merger Consideration was fixed at 0.189 of a share of BCB common stock, subject to any adjustment based on IAB Bank’s closing tangible common equity, and, by its nature, would not adjust upwards to compensate for declines, or downwards to compensate for increases, in BCB’s stock price prior to completion of the merger. The IAB board of directors also believed the terms and conditions of the merger agreement, including the parties’ respective representations and warranties, the conditions to closing and termination provisions, provided adequate assurances as to BCB’s obligation and ability to consummate the merger in a timely manner, without any extraordinary conditions.

The foregoing discussion of the information and factors considered by the IAB board of directors is not exhaustive, but includes all material factors considered by the IAB board of directors. In view of the wide variety of factors considered by the IAB board of directors in connection with its evaluation of the merger and the complexity of these matters, the IAB board of directors did not consider it practical to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors that it considered in reaching its decision. The IAB board of directors evaluated the factors described above. In considering the factors described above, individual members of the IAB board of directors may have given different weights to different factors. It should also be noted that this explanation of the reasoning of the IAB board of directors and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” on page [•].

Opinion of IAB’s Financial Advisor

IAB engaged KBW to render financial advisory and investment banking services to IAB, including an opinion to the IAB board of directors as to the fairness, from a financial point of view, to the holders of IAB common stock of the Merger Consideration to be received by such shareholders in the merger of IAB with and into BCB. IAB selected KBW because KBW is a nationally recognized investment banking firm with substantial experience in transactions similar to the merger. As part of its investment banking business, KBW is continually engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of its engagement, representatives of KBW attended the meeting of the IAB board of directors held on June 7, 2017, at which the IAB board of directors evaluated the merger. At this meeting, KBW reviewed the financial aspects of the merger and rendered to the IAB board of directors an opinion to the effect that, as of such date and subject to the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW as set forth in its opinion, the Merger Consideration in the merger was fair, from a financial point of view, to the holders of IAB common stock. The IAB board of directors approved the merger agreement at this meeting.

The description of the opinion set forth herein is qualified in its entirety by reference to the full text of the opinion, which is attached as Annex II to this document and is incorporated herein by reference, and describes the procedures followed, assumptions made, matters considered, and qualifications and limitations on the review undertaken by KBW in preparing the opinion.

40

KBW’s opinion speaks only as of the date of the opinion. The opinion was for the information of, and was directed to, the IAB board of directors (in its capacity as such) in connection with its consideration of the financial terms of the merger. The opinion addressed only the fairness, from a financial point of view, of the Merger Consideration in the merger to the holders of IAB common stock. It did not address the underlying business decision of IAB to engage in the merger or enter into the merger agreement or constitute a recommendation to the IAB board of directors in connection with the merger, and it does not constitute a recommendation to any holder of IAB common stock or any shareholder of any other entity as to how to vote in connection with the merger or any other matter (including, with respect to holders of IAB common stock, what election any such shareholder should make with respect to the Cash Consideration or the Stock Consideration), nor does it constitute a recommendation regarding whether or not any such shareholder should enter into a voting, shareholders’, or affiliates’ agreement with respect to the merger or exercise any dissenters’ or appraisal rights that may be available to such shareholder.

KBW’s opinion was reviewed and approved by KBW’s Fairness Opinion Committee in conformity with its policies and procedures established under the requirements of Rule 5150 of the Financial Industry Regulatory Authority.

In connection with the opinion, KBW reviewed, analyzed and relied upon material bearing upon the financial and operating condition of IAB and BCB and bearing upon the merger, including, among other things:

•

a draft of the merger agreement dated June 6, 2017 (the most recent draft then made available to KBW);

​

•

the audited financial statements for the two fiscal years ended December 31, 2015 of IAB;

​

•

the unaudited financial statements for the fiscal year ended December 31, 2016 of IAB;

​

•

the unaudited quarterly financial statements for the fiscal quarter ended March 31, 2017 of IAB;

​

•

the audited financial statements and the Annual Reports on Form 10-K for the three fiscal years ended December 31, 2016 of BCB;

​

•

the unaudited quarterly financial statements and the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2017 of BCB;

​

•

certain regulatory filings of IAB, BCB and their respective subsidiaries, including (as applicable), the semi-annual reports on Form FR Y-9SP, the quarterly reports on Form FR Y-9C and the quarterly call reports required to be filed with respect to each period applicable to such reports during the three-year period ended December 31, 2016 and the quarter ended March 31, 2017;

​

•

certain other interim reports and other communications of IAB and BCB to their respective shareholders; and

​

•

other financial information concerning the businesses and operations of IAB and BCB that was furnished to KBW by IAB and BCB or which KBW was otherwise directed to use for purposes of KBW’s analyses.

​

KBW’s consideration of financial information and other factors that it deemed appropriate under the circumstances or relevant to its analyses included, among others, the following:

•

the historical and current financial position and results of operations of IAB and BCB;

​

•

the assets and liabilities of IAB and BCB;

​

•

the nature and terms of certain other merger transactions and business combinations in the banking industry;

​

•

a comparison of certain financial and stock market information of BCB and certain financial information of IAB with similar information for certain other companies the securities of which were publicly traded;

​

41

•

financial and operating forecasts and projections of IAB that were prepared by, and provided to KBW and discussed with KBW by, IAB management and that were used and relied upon by KBW at the direction of IAB management and with the consent of the IAB board;

​

•

financial and operating forecasts and projections of BCB that were prepared by, and provided to KBW and discussed with KBW by, BCB management and that were used and relied upon by KBW at the direction of IAB management and with the consent of the IAB board; and

​

•

estimates regarding certain pro forma financial effects of the merger on BCB (including, without limitation, the cost savings and related expenses expected to result from or be derived from the merger) that were prepared by, and provided to and discussed with KBW by, BCB management, and that were used and relied upon by KBW at the direction of IAB management and with the consent of the IAB board.

​

KBW also performed such other studies and analyses as it considered appropriate and took into account its assessment of general economic, market and financial conditions and its experience in other transactions, as well as its experience in securities valuation and knowledge of the banking industry generally. KBW also participated in discussions that were held with the respective managements of IAB and BCB regarding the past and current business operations, regulatory relations, financial condition and future prospects of their respective companies and such other matters as KBW deemed relevant to its inquiry. In addition, KBW considered the results of the efforts undertaken by IAB, with KBW’s assistance, to solicit indications of interest from third parties regarding a potential transaction with IAB.

In conducting its review and arriving at its opinion, KBW relied upon and assumed the accuracy and completeness of all of the financial and other information that was provided to it or that was publicly available and did not independently verify the accuracy or completeness of any such information or assume any responsibility or liability for such verification, accuracy or completeness. KBW relied upon the management of IAB as to the reasonableness and achievability of the financial and operating forecasts and projections of IAB referred to above (and the assumptions and bases therefor), and KBW assumed that such forecasts and projections were reasonably prepared and represented the best currently available estimates and judgments of such management and that such forecasts and projections would be realized in the amounts and in the time periods estimated by such management. KBW further relied, with the consent of IAB, upon BCB management as to the reasonableness and achievability of the financial and operating forecasts and projections of BCB and the estimates regarding certain pro forma financial effects of the merger on BCB referred to above (and the assumptions and bases for all such forecasts, projections and estimates, including, without limitation, the cost savings and related expenses expected to result or be derived from the merger), and KBW assumed that all such forecasts, projections and estimates were reasonably prepared and represent the best currently available estimates and judgments of BCB management and that such forecasts, projections and estimates will be realized in the amounts and in the time periods currently estimated by such management.

It is understood that the forecasts, projections and estimates of IAB and BCB that were provided to and discussed with KBW were not prepared with the expectation of public disclosure, that all such forecasts, projections and estimates are based on numerous variables and assumptions that are inherently uncertain, including, without limitation, factors related to general economic and competitive conditions and that, accordingly, actual results could vary significantly from those set forth in such information. KBW assumed, based on discussions with the management of IAB and BCB and with the consent of the IAB board of directors, that all such information provided a reasonable basis upon which KBW could form its opinion and KBW expressed no view as to any such information or the assumptions or bases therefor. KBW relied on all such information without independent verification or analysis and did not in any respect assume any responsibility or liability for the accuracy or completeness thereof.

KBW also assumed that there were no material changes in the assets, liabilities, financial condition, results of operations, business or prospects of either IAB or BCB since the date of the last financial statements of each such entity that were made available to KBW. KBW is not an expert in the independent verification of the adequacy of allowances for loan and lease losses and KBW assumed, without independent verification and with IAB’s consent, that the aggregate allowances for loan and lease losses for IAB and BCB are adequate to cover such losses. In rendering its opinion, KBW did not make or obtain any

42

evaluations or appraisals or physical inspection of the property, assets or liabilities (contingent or otherwise) of IAB or BCB, the collateral securing any of such assets or liabilities, or the collectability of any such assets, nor did KBW examine any individual loan or credit files, nor did it evaluate the solvency, financial capability or fair value of IAB or BCB under any state or federal laws, including those relating to bankruptcy, insolvency or other matters. In addition, with respect to outstanding litigation to which IAB or its affiliates is a party, KBW relied upon the assessments of the management team and counsel of IAB as to all matters relating to such litigation and have assumed, without independent verification, that there will be no developments relating to such litigation that would be material to its analyses. Estimates of values of companies and assets do not purport to be appraisals or necessarily reflect the prices at which companies or assets may actually be sold. Because such estimates are inherently subject to uncertainty, KBW assumed no responsibility or liability for their accuracy.

KBW assumed, in all respects material to its analyses:

•

that the merger would be completed substantially in accordance with the terms set forth in the merger agreement (the final terms of which KBW assumed would not differ in any respect material to KBW’s analyses from the draft reviewed by KBW and referred to above) with no adjustments to the Merger Consideration (including the allocation between cash and stock) or additional payments in respect of IAB common stock;

​

•

that any related transactions, including the bank subsidiary merger and any future offering of BCB common stock expected by BCB, would be completed substantially in accordance with the terms set forth in the merger agreement or as otherwise described to KBW by representatives of BCB;

​

•

that the representations and warranties of each party in the merger agreement and in all related documents and instruments referred to in the merger agreement were true and correct;

​

•

that each party to the merger agreement and all related documents would perform all of the covenants and agreements required to be performed by such party under such documents;

​

•

that there were no factors that would delay or subject to any adverse conditions, any necessary regulatory or governmental approval for the merger or any related transaction, , and that all conditions to the completion of the merger and any such related transaction would be satisfied without any waivers or modifications to the merger agreement or any of the related documents; and

​

•

that in the course of obtaining the necessary regulatory, contractual, or other consents or approvals for the merger and any related transaction, no restrictions, including any divestiture requirements, termination or other payments or amendments or modifications, would be imposed that would have a material adverse effect on the future results of operations or financial condition of IAB, BCB, the pro forma entity, or the contemplated benefits of the merger, including without limitation the cost savings and related expenses expected to result or be derived from the merger.

​

KBW assumed that the merger would be consummated in a manner that complies with the applicable provisions of the Securities Act, the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, and all other applicable federal and state statutes, rules and regulations. KBW was further advised by representatives of IAB that IAB relied upon advice from its advisors (other than KBW) or other appropriate sources as to all legal, financial reporting, tax, accounting and regulatory matters with respect to IAB, BCB, the merger and any related transaction, and the merger agreement. KBW did not provide advice with respect to any such matters. KBW assumed, upon the advice of the management of IAB and without independent verification, that the consideration payable with respect to outstanding preferred stock of IAB in the merger would be in accordance with the terms of IAB’s governing documents and that payment of such consideration will be necessary to effect the merger. KBW also assumed, with the consent of IAB and without independent verification, that the closing tangible common equity (as defined in, and determined as set forth in, the merger agreement) would not be less than $18,500,000.

KBW’s opinion addressed only the fairness, from a financial point of view, as of the date of the opinion, to the holders of IAB common stock of the Merger Consideration to be received by such holders in the merger. KBW expressed no view or opinion as to any other terms or aspects of the merger or any

43

term or aspect of any related transaction, including without limitation, the form or structure of the merger (including the form of Merger Consideration or the allocation thereof between cash and stock) or any such related transaction, the treatment of outstanding preferred stock of IAB in the merger (including the consideration payable with respect to such preferred stock in the merger), any consequences of the merger or any such related transaction to IAB, its shareholders, creditors or otherwise, or any terms, aspects, merits or implications of any employment, consulting, voting, support, shareholder or other agreements, arrangements or understandings contemplated or entered into in connection with the merger, any such related transaction, or otherwise. KBW’s opinion was necessarily based upon conditions as they existed and could be evaluated on the date of such opinion and the information made available to KBW through such date. Developments subsequent to the date of KBW’s opinion may have affected, and may affect, the conclusion reached in KBW’s opinion and KBW did not and does not have an obligation to update, revise or reaffirm its opinion. For purposes of its analyses, KBW did not incorporate recently-announced proposed changes to United States tax laws regarding corporate tax rates. KBW’s opinion did not address, and KBW expressed no view or opinion with respect to:

•

the underlying business decision of IAB to engage in the merger or enter into the merger agreement;

​

•

the relative merits of the merger as compared to any strategic alternatives that are, have been or may be available to or contemplated by IAB or the IAB board of directors;

​

•

the fairness of the amount or nature of any compensation to any of IAB’s officers, directors or employees, or any class of such persons, relative to the compensation to the holders of IAB common stock;

​

•

the effect of the merger or any related transaction on, or the fairness of the consideration to be received by, holders of any class of securities of IAB (other than the holders of IAB common stock solely with respect to the Merger Consideration, as described in KBW’s opinion and not relative to the consideration to be received by holders of any other class of securities (including without limitation any outstanding preferred stock of IAB)) or holders of any class of securities of BCB or any other party to any transaction contemplated by the merger agreement;

​

•

any adjustment (as provided in the merger agreement) to the Merger Consideration (including the cash or stock components thereof) assumed to be paid in the merger for purposes of KBW’s opinion;

​

•

whether BCB has sufficient cash, available lines of credit or other sources of funds to enable it to pay the aggregate amount of the Cash Consideration to the holders of IAB common stock at the closing of the merger;

​

•

the election by holders of IAB common stock to receive the Cash Consideration or the Stock Consideration, or any combination thereof, or the actual allocation between the Cash Consideration and the Stock Consideration among such holders (including, without limitation, any reallocation thereof as a result of proration pursuant to the merger agreement), or the relative fairness of the Stock Consideration and the Cash Consideration;

​

•

the actual value of BCB common stock to be issued in the merger;

​

•

the prices, trading range or volume at which BCB common stock would trade following the public announcement of the merger or the consummation of the merger;

​

•

any advice or opinions provided by any other advisor to any of the parties to the merger or any other transaction contemplated by the merger agreement; or

​

•

any legal, regulatory, accounting, tax or similar matters relating to IAB, BCB, their respective shareholders, or relating to or arising out of or as a consequence of the merger or any related transaction, including whether or not the merger would qualify as a tax-free reorganization for United States federal income tax purposes.

​

44

In performing its analyses, KBW made numerous assumptions with respect to industry performance, general business, economic, market and financial conditions and other matters, which are beyond the control of KBW, IAB and BCB. Any estimates contained in the analyses performed by KBW are not necessarily indicative of actual values or future results, which may be significantly more or less favorable than suggested by these analyses. Additionally, estimates of the value of businesses or securities do not purport to be appraisals or to reflect the prices at which such businesses or securities might actually be sold. Accordingly, these analyses and estimates are inherently subject to substantial uncertainty. The type and amount of consideration payable in the merger were determined through negotiation between IAB and BCB and the decision of IAB to enter into the merger agreement was solely that of the IAB board of directors.

The following is a summary of the material financial analyses presented by KBW to the IAB board of directors in connection with its opinion. The summary is not a complete description of the financial analyses underlying the opinion or the presentation made by KBW to the IAB board of directors, but summarizes the material analyses performed and presented in connection with such opinion. The financial analyses summarized below includes information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses. The preparation of a fairness opinion is a complex analytic process involving various determinations as to appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. In arriving at its opinion, KBW did not attribute any particular weight to any analysis or factor that it considered, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, KBW believes that its analyses and the summary of its analyses must be considered as a whole and that selecting portions of its analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying its analyses and opinion.

For purposes of the financial analyses described below, KBW utilized an implied transaction value for the merger of  $13.7 million based on an implied value of the Merger Consideration of  $2.98 per outstanding share of IAB common stock (consisting of the sum of  (i) the cash consideration of  $3.05, multiplied by 20%, and (ii) the implied value of the stock consideration of 0.189 of a share of BCB common stock, based on the closing price of BCB common stock on June 6, 2017, multiplied by 80%).

IAB Selected Companies Analysis.   Using publicly available information, KBW compared the financial performance and financial condition of IAB to 6 selected publicly traded banks and thrifts headquartered in the Mid-Atlantic region with total assets between $150 million and $500 million, Nonperforming Assets, or NPAs, / Loans + other real estate owned, or OREO, between 2.5% and 5.0% and latest 12 months, or LTM, core return on assets between -0.50% and 0.50%. KBW also reviewed the market performance of the selected companies. Targets of publicly announced merger transactions and mutual holding companies were excluded from the selected companies.

The selected companies were as follows:

MSB Financial Corp.
IBW Financial Corporation
National Bank of Coxsackie
ES Bancshares, Inc.
Elmer Bancorp, Inc.
Cornerstone Financial Corp.

To perform this analysis, KBW used profitability and other financial information for, as of, or, in the case of LTM information, through, the most recent completed quarter, or MRQ, available (which in the case of IAB was the fiscal quarter ended March 31, 2017) and market price information as of June 6, 2017. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in IAB’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

45

KBW’s analysis showed the following concerning the financial performance of IAB and the selected companies:

(1)

IAB financial performance metrics reflect bank level regulatory filings

​

(2)

Core income excluded extraordinary items, gains/losses on sale of securities, non-recurring revenue/​expenses and amortization of intangibles as calculated by SNL Financial

​

(3)

Excluded gains/losses on sale of securities

​

(4)

Bank level regulatory data shown where GAAP data not available

​

KBW’s analysis also showed the following concerning the financial condition of IAB and the selected companies:

(1)

IAB financial performance metrics reflect bank level regulatory filings

​

(2)

Bank level regulatory data shown where GAAP data not available

​

In addition, KBW’s analysis showed the following concerning the market performance of the selected companies (excluding the impact of the LTM EPS multiples for two of the selected companies, which multiples were considered to be not meaningful because they were either greater than 40.0x or negative):

46

No company used as a comparison in the above selected companies analysis is identical to IAB. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

BCB Selected Companies Analysis.   Using publicly available information, KBW compared the financial performance, financial condition and market performance of BCB to 10 selected U.S. banks and thrifts which were traded on Nasdaq, the New York Stock Exchange or NYSE MKT and headquartered in New Jersey or the New York City Metropolitan Statistical Area and which had total assets between $1.0 billion and $5.0 billion and LTM core return on average assets between 0.00% and 1.00%. Targets of publicly announced merger transactions, mutual holding companies and one company which recently completed a mutual conversion were excluded from the selected companies.

The selected companies were as follows:

To perform this analysis, KBW used profitability and other financial information for, as of, or, in the case of LTM information, through, the most recent completed quarter available (which in the case of BCB was the fiscal quarter ended March 31, 2017) and market price information as of June 6, 2017. KBW also used 2017 and 2018 EPS estimates taken from financial and operating forecasts and projections of BCB provided by BCB management and consensus “street estimates” for the selected companies. Certain financial data prepared by KBW, and as referenced in the tables presented below, may not correspond to the data presented in BCB’s historical financial statements as a result of the different periods, assumptions and methods used by KBW to compute the financial data presented.

KBW’s analysis showed the following concerning the financial performance of BCB and the selected companies:

(1)

Core income excluded extraordinary items, gains/losses on sale of securities, non-recurring revenue/​expenses and amortization of intangibles as calculated by SNL Financial

​

(2)

Core earnings for Sun Bancorp, Inc. adjusted to exclude the impact of the deferred tax asset valuation allowance reversal Sun Bancorp, Inc. reported in the fourth quarter of 2016

​

(3)

Excluded gains/losses on sale of securities

​

(4)

For instances in which consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios

​

47

KBW’s analysis showed the following concerning the financial condition of BCB and the selected companies:

(1)

Adjusted statistics assumed a common stock offering by BCB

​

(2)

For instances in which consolidated holding company level financial data for the selected companies was unreported, subsidiary bank level data was utilized to calculate ratios

​

In addition, KBW’s analysis showed the following concerning the market performance of BCB and the selected companies (excluding the impact of the LTM EPS, 2017 EPS and 2018 EPS multiples for three of the selected companies, which multiples were considered to be not meaningful because they were greater than 40.0x):

(1)

Adjusted statistics assumed a common stock offering by BCB

​

(2)

LTM earnings for Sun Bancorp, Inc. were adjusted to exclude the impact of the deferred tax asset valuation allowance reversal Sun Bancorp, Inc. reported in the fourth quarter of 2016

​

No company used as a comparison in the above selected companies analysis is identical to BCB. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

48

Select ed Transactions Analysis.   KBW reviewed publicly available information related to 10 selected whole bank and thrift transactions in the U.S. announced since December 31, 2014 with transaction values between $10 million and $50 million, and in which the acquired company’s NPAs / Assets were between 2.5% and 5.0% and LTM Return on Average Assets, or ROAA, was between -0.50% and 0.50%. Terminated transactions, acquisitions of mutual holding companies and acquisitions by investor groups were excluded from the selected transactions.

The selected transactions were as follows:

For each selected transaction, KBW derived the following implied transaction statistics, in each case based on the transaction consideration value paid for the acquired company and using financial data based on the acquired company’s then latest publicly available financial statements prior to the announcement of the respective transaction:

•

Price per common share to tangible book value per share of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by total tangible common equity);

​

•

Tangible equity premium to core deposits (total deposits less time deposits greater than $100,000) of the acquired company, referred to as core deposit premium; and

​

•

Price per common share to LTM EPS of the acquired company (in the case of selected transactions involving a private acquired company, this transaction statistic was calculated as total transaction consideration divided by LTM earnings).

​

The above transaction statistics for the selected transactions were compared with the corresponding transaction statistics for the merger based on the implied transaction value for the merger of  $13.7 million and using historical financial information for IAB as of and for the twelve month period ended March 31, 2017.

The results of the analysis are set forth in the following table (excluding the impact of the tangible book value multiple for one of the selected transactions and LTM EPS multiples for two of the selected transactions, which multiples were considered to be not meaningful, or NM, because they were greater than 70.0x):

(1)

Assumed conversion of IAB Series C preferred stock into IAB common stock

​

(2)

Based on LTM net income at IAB’s bank subsidiary as of 3/31/2017; considered not meaningful due to the multiple being negative.

​

49

No company or transaction used as a comparison in the above selected transaction analysis is identical to IAB or the merger. Accordingly, an analysis of these results is not mathematical. Rather, it involves complex considerations and judgments concerning differences in financial and operating characteristics of the companies involved.

Relative Contribution Analysis.   KBW analyzed the relative standalone contribution of BCB and IAB to various pro forma balance sheet and income statement items of the combined entity. This analysis did not include purchase accounting adjustments or cost savings. To perform this analysis, KBW used (i) balance sheet and net income data for BCB and IAB as of or for the twelve month period ended March 31, 2017 , (ii) financial and operating forecasts and projections of BCB provided by BCB management and (iii) financial and operating forecasts and projections of IAB provided by IAB management. The results of KBW’s analysis are set forth in the following table, which also compares the results of KBW’s analysis with the implied pro forma ownership percentages of BCB and IAB shareholders in the combined company based on the Stock Consideration of 0.189 shares of BCB common stock at the 80% stock / 20% cash implied Merger Consideration mix provided for in the merger agreement and also with the implied pro forma ownership percentages of BCB and IAB shareholders in the combined company hypothetically assuming 100% Stock Consideration in the merger for illustrative purposes:

(1)

BCB contribution assumed a common stock offering by BCB.

​

(2)

Including assumed conversion of IAB Series C preferred stock

​

(3)

Pro forma for illustrative resumption of IAB Series D preferred stock dividend

​

Forecasted Pro Forma Financial Impact Analysis.   KBW performed a pro forma financial impact analysis that combined projected income statement and balance sheet information of BCB and IAB. Using (i) financial and operating forecasts and projections of BCB and IAB provided by BCB management, assuming a common stock offering by BCB, and (ii) pro forma assumptions (including certain purchase accounting adjustments, cost savings and related expenses) provided by BCB management, KBW analyzed the potential financial impact of the merger on certain projected financial results of BCB. This analysis

50

indicated the merger could be accretive to BCB’s 2018 and 2019 estimated EPS and dilutive to BCB’s estimated tangible book value per share as of December 31, 2017. Furthermore, the analysis indicated that, pro forma for the merger, each of BCB’s tangible common equity to tangible assets ratio, leverage ratio, Common Equity Tier 1 Ratio, Tier 1 Risk-Based Capital Ratio and Total Risk Based Capital Ratio as of December 31, 2017 could be lower. For all of the above analysis, the actual results achieved by BCB following the merger may vary from the projected results, and the variations may be material.

IAB Discounted Cash Flow Analysis.   KBW performed a discounted cash flow analysis of IAB to estimate a range for the implied equity value of IAB. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of IAB provided by IAB management, and assumed discount rates ranging from 14.0% to 18.0%. The ranges of values were derived by adding (i) the present value of the estimated excess cash flows that IAB could generate over the period from December 31, 2017 through 2022 as a standalone company, and (ii) the present value of IAB’s implied terminal value at the end of such period. KBW assumed that IAB would maintain a tangible common equity to tangible asset ratio of at least 8.00%, that no dividends or excess capital distributions would be made to common or preferred shareholders and that IAB Series C preferred stock converted into IAB common stock. KBW derived implied terminal values using two methodologies, one based on 2023 earnings multiples and the other based on December 31, 2022 tangible book value multiples. Using implied terminal values for IAB calculated by applying a terminal multiple range of 14.0x to 16.0x to IAB’s estimated 2023 net income, this discounted cash flow analysis resulted in a range of implied values per share of IAB common stock of approximately $1.03 to $1.46. Using implied terminal values for IAB calculated by applying a terminal multiple range of 0.80x to 1.20x estimated to IAB’s tangible book value as of December 31, 2022, this discounted cash flow analysis resulted in a range of implied values per share of IAB common stock of approximately $1.53 to $2.89.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. This analysis did not purport to be indicative of the actual values of IAB.

BCB Discounted Cash Flow Analysis.   KBW performed a discounted cash flow analysis of BCB to estimate a range for the implied equity value of BCB. In this analysis, KBW used financial forecasts and projections relating to the net income and assets of BCB, assuming a common stock offering by BCB, provided by BCB management, and assumed discount rates ranging from 11.0% to 15.0%. The ranges of values were derived by adding (i) the present value of the estimated excess cash flows that BCB could generate over the period from December 31, 2017 through 2022 as a standalone company, and (ii) the present value of BCB’s implied terminal value at the end of such period. KBW assumed that BCB would maintain a tangible common equity to tangible asset ratio of 8.00% and would retain sufficient earnings to maintain that level. In calculating the terminal value of BCB, KBW applied a range of 14.0x to 16.0x estimated 2023 net income. This discounted cash flow analysis resulted in a range of implied values per share of BCB common stock of  $13.61 to $18.76.

The discounted cash flow analysis is a widely used valuation methodology, but the results of such methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, dividend payout rates, and discount rates. This analysis did not purport to be indicative of the actual values of BCB.

Miscellaneous.   KBW acted as financial advisor to IAB and not as an advisor to or agent of any other person. As part of its investment banking business, KBW is continually engaged in the valuation of bank and bank holding company securities in connection with acquisitions, negotiated underwritings, secondary distributions of listed and unlisted securities, private placements and valuations for various other purposes. As specialists in the securities of banking companies, KBW has experience in, and knowledge of, the valuation of banking enterprises. KBW and its affiliates, in the ordinary course of its and their broker-dealer businesses, may from time to time purchase securities from, and sell securities to, IAB and BCB. In addition, as market makers in securities, KBW and its affiliates may from time to time have a long or short position in, and buy or sell, debt or equity securities of BCB for its and their own accounts and for the accounts of its and their respective customers and clients.

51

Pursuant to the KBW engagement agreement, IAB agreed to pay KBW a total cash fee equal to $250,000, a portion of which became payable to KBW with the rendering of its opinion and a significant portion of which is contingent upon the closing of the merger. IAB also agreed to reimburse KBW for reasonable out-of-pocket expenses and disbursements incurred in connection with its retention and to indemnify KBW against certain liabilities relating to or arising out of KBW’s engagement or KBW’s role in connection therewith. Other than in connection with this present engagement, during the two years preceding the date of its opinion, KBW did not provide investment banking and financial advisory services to IAB. During the two years preceding the date of its opinion, KBW did not provide investment banking and financial advisory services to BCB. In September 2017, KBW acted as a joint book-running manager in connection with a common stock offering by BCB and received a total cash fee of approximately $1.1 million for such services. KBW may in the future provide investment banking and financial advisory services to IAB or BCB and receive compensation for such services.

BCB’s Reasons for the Merger

BCB believes that the acquisition of IAB provides an excellent opportunity to increase the scale and efficiency of its operations in New Jersey. The acquisition also provides BCB a significant opportunity to generate additional revenue by providing its full suite of banking, residential and commercial real estate loans and consumer loans to IAB’s markets as well as leverage BCB’s operating platform. In addition, the acquisition of IAB will strengthen the breadth of BCB’s loan products and capabilities. The BCB board of directors approved the merger agreement after BCB’s senior management discussed with the BCB board of directors a number of factors, including those described above and the business, assets, liabilities, results of operations, financial performance, strategic direction and prospects of IAB. The BCB board of directors did not consider it practicable, and did not attempt, to quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The BCB board of directors viewed its position as being based on all of the information and the factors presented to and considered by it. In addition, individual directors may have given different weights to different information and factors.

Management and Board of Directors of BCB After the Merger

The directors and officers of BCB immediately prior to the effective time of the merger will continue as the directors and officers of the surviving corporation of the merger. Information about the current BCB directors and executive officers can be found in the documents listed under “Where You Can Find More Information” beginning on page [•].

In addition, following the effective time of the merger, BCB will increase the size of its board of directors by one additional seat, which seat will be filled by an individual to be appointed by the BCB board of directors from a group of individuals selected by the IAB board of directors in good faith and provided to BCB prior to the effective time of the merger. BCB will then nominate this additional director for election at the following annual meeting of shareholders of BCB and solicit proxies for the director in the same manner as it does for all other members of BCB’s slate of directors in connection with such meeting.

Interests of IAB’s Directors and Executive Officers in the Merger

In considering the recommendations of the IAB board of directors that IAB shareholders vote to approve the merger proposal, IAB shareholders should be aware that IAB directors and executive officers may have interests in the merger that differ from, or are in addition to, their interests as shareholders of IAB. The IAB board of directors was aware of these interests and took them into account in its decision to approve the merger agreement and the transactions contemplated by the merger agreement, including the merger.

Options to Acquire IAB Common Stock

Pursuant the merger agreement, at the effective time of the merger, each option granted by IAB to purchase shares of IAB common stock under IAB’s 2006 Stock Option Plan that is unexpired, unexercised and outstanding immediately prior to the effective time, whether vested or unvested, will be cancelled and converted into the right to receive a cash payment from BCB equal to the difference, if positive, between

52

$3.05 and the exercise price applicable to the stock option. Any stock option with an exercise price that equals or exceeds $3.05 will be cancelled and extinguished at the effective time of the merger for no consideration. None of IAB’s directors or executive officers hold any unvested stock options.

Retention Bonuses

Pursuant to the merger agreement, Julie Nuttall (SVP, Treasurer & CFO) is entitled to receive a retention bonus equal to $40,000 provided Ms. Nuttall remains employed by IAB through the effective time of the merger.

Severance

Pursuant to the merger agreement, like other employees of IAB, IAB’s executive officers who are not entitled to receive a retention bonus as described above and whose employment with IAB is terminated by BCB other than for cause within six months following the effective time of the merger will receive severance equal to two weeks of salary for each year of service, subject to a minimum of four weeks of salary and a maximum of 26 weeks of salary.

Indemnification and Insurance

The merger agreement requires BCB to use its reasonable best efforts to maintain for a period of six years after the effective time of the merger IAB’s existing directors’ and officers’ liability insurance policy, or policies of at least the same coverage and amounts and containing terms and conditions which are substantially no less advantageous than the current policy (or, with the consent of IAB prior to the effective time of the merger, any other policy), with respect to claims arising from facts or events that occurred prior to the effective time of the merger, and covering such individuals who are currently covered by such insurance. In lieu of the insurance described in the preceding sentence, prior to the effective time of the merger, BCB, or IAB, in consultation with BCB, may obtain a six-year “tail” prepaid policy providing coverage equivalent to such insurance. See “The Merger Agreement—Covenants and Agreements—D&O Indemnification and Insurance” beginning on page [•].

Golden Parachute Compensation

Set forth below is information about compensation that may be payable to certain of IAB’s executive officers that is based on or otherwise related to the merger. Under applicable SEC rules, information is provided for IAB’s principal executive officer and the two other most highly compensated executive officers who were serving as such at the end of 2016 who would receive compensation that is based on or otherwise related to the merger. The table below assumes that a change in control of IAB will occur in the fourth quarter upon completion of the merger and the executive officer experiences a qualifying termination of employment within six months following such date. The amounts below are based on multiple assumptions that may not actually occur. As a result, the actual amounts, if any, received by IAB’s executive officers may differ in material respects from the amounts shown below. Because none of IAB’s executive officers are entitled to any accelerated vesting of equity, pension or nonqualified deferred compensation benefit enhancements, perquisites, or tax reimbursement, the columns with respect to such benefits have been omitted from the following table.

(1)

For Messrs. Atieh and Bagarozza, the amount in this column represents the severance they would be entitled to receive under the merger agreement in the event of their termination of employment by

​

53

BCB other than for cause within six months following the effective time of the merger. The amount of severance is equal to (i) for Mr. Atieh, four weeks of the executive’s current base salary and (ii) for Mr. Bagarozza, ten weeks of the executive’s current base salary.

For Ms. Nuttall, the amount in this column represents the retention bonus she is eligible to receive under the merger agreement provided Ms. Nuttall remains employed by IAB through the effective time of the merger.

Public Trading Markets

BCB common stock is listed on the Nasdaq Global Market under the symbol “BCBP.” IAB common stock is not listed on any stock exchange or quoted on interdealer quotation system. The newly issued BCB common stock issuable pursuant to the merger agreement will be listed on the Nasdaq Global Market and freely transferable under the Securities Act. Before the effective time of the merger, BCB has agreed to use its reasonable best efforts to cause the shares of BCB common stock to be issued in the merger to be approved for listing on the Nasdaq Global Market. The listing of the shares of BCB common stock is also a condition to the consummation of the merger.

No Dissenters’ Rights

Dissenters’ rights are statutory rights that, if applicable under law, enable shareholders to dissent from an extraordinary transaction, such as a merger, and to demand that the corporation pay the fair value of their shares as determined by a court in a judicial proceeding instead of receiving the consideration offered to shareholders in connection with the extraordinary transaction. New Jersey law provides that a shareholder is not entitled to demand the fair value of his or her shares of stock in any transaction if the stock is listed on a national securities exchange, if cash is to be received or the securities to be received are listed on a national securities exchange. Because BCB’s common stock is listed on the Nasdaq Global Market, the holders of IAB common stock are not entitled to dissenters’ or appraisal rights in the merger.

Regulatory Approvals Required for the Merger

BCB and IAB have agreed to use their reasonable best efforts to obtain all regulatory approvals, non-objections or waivers required to consummate the transactions contemplated by the merger agreement; provided, that in no event will BCB be required to accept any new restriction or condition on the BCB Entities which is materially and unreasonably burdensome on BCB’s business or on the business of IAB or IAB Bank following the closing of the merger or which would reduce the economic benefits of the transactions contemplated by the merger agreement to BCB to such a degree that BCB would not have entered into the merger agreement had such condition or restriction been known to it on the date of the merger agreement, which is referred to as a burdensome condition. These regulatory approvals include approval from the FDIC and the NJDB, among others. BCB has filed, or is in the process of filing, the applications, notices, requests and letters necessary to obtain the required regulatory determinations.

Federal Deposit Insurance Corporation.   Simultaneously with the merger, BCB intends to merge IAB Bank with and into BCB Bank, with BCB Bank as the surviving entity. Consummation of the bank subsidiary merger is subject to receipt of the approval of the FDIC under the Bank Merger Act. Application for approval of the bank subsidiary merger will be subject to a 30-day public notice and comment period, as well as review and approval by the FDIC. In evaluating an application filed under the Bank Merger Act, the FDIC generally considers the financial and managerial resources of the banks, the convenience and needs of the community to be served, the banks’ effectiveness in combating money-laundering activities as well as the impact of the transaction on financial stability. In connection with its review, the FDIC will provide an opportunity for public comment on the application for the bank subsidiary merger, and is authorized to hold a public meeting or other proceeding if it determines that would be appropriate.

Federal Reserve.   The merger of BCB with IAB represents BCB’s acquisition of a bank holding company. Under the Bank Holding Company Act of 1956, as amended, prior approval of the Federal Reserve is generally required prior to any company or entity acquiring an existing bank holding company, like IAB. There are, however, certain exceptions from this prior approval requirement, including an

54

exception for transactions involving simultaneous mergers approved by a federal banking agency under the Bank Merger Act, where certain conditions are met. BCB has received a waiver of the prior approval requirement from the Federal Reserve Bank of New York.

New Jersey Department of Banking and Insurance.   Under New Jersey law, we are required to obtain approval of or waiver from the NJDB for BCB to acquire IAB and approval of the NJDB to merge IAB Bank with and into BCB Bank.

New York Department of Financial Services.

Because IA Bank maintains a branch office in New York, we are required to file a notice of the transaction with the New York Department of Financial Services.

Timing.   We cannot assure you that all of the regulatory approvals and waivers described above will be obtained and, if obtained, we cannot assure you as to the timing of any such regulatory determinations, our ability to obtain the approvals and waivers on satisfactory terms or the absence of any litigation challenging such approvals or waivers. We also cannot assure you that any third party will not attempt to challenge the merger on antitrust grounds, and, if such a challenge is made, we cannot assure you as to its result.

BCB and IAB believe that the merger does not raise substantial antitrust or other significant regulatory concerns and that we will be able to obtain all requisite regulatory approvals on a timely basis without the imposition of any condition that would have a material adverse effect on BCB or IAB. The parties’ obligation to complete the merger is conditioned upon the receipt of all required regulatory approvals.

We are not aware of any material governmental approvals, waivers or actions that are required for consummation of the merger other than those described above. It is presently contemplated that if any such additional governmental approvals, waivers or actions are required, those approvals or actions will be sought. There can be no assurance, however, that any additional approvals or actions will be obtained.

55

THE MERGER AGREEMENT

The following describes certain material provisions of the merger agreement, but does not describe all of the terms of the merger agreement and may not contain all of the information about the merger agreement that is important to you. The following description of the merger agreement is subject to, and qualified in its entirety by reference to, the merger agreement, which is attached to this proxy statement/prospectus as Annex I and is incorporated by reference into this proxy statement/prospectus. We urge you to read the merger agreement carefully and in its entirety, as it is the legal document governing the merger.

Structure of the Merger

Each of the IAB board of directors and the BCB board of directors has approved the merger agreement, which provides for the merger of IAB with and into BCB, with BCB continuing as the surviving corporation.

The Merger Consideration

As a result of the merger, each share of IAB common stock issued and outstanding immediately prior to the merger will be converted, at the election of the shareholder, into the right to receive either (1) the Cash Consideration, or (2) the Stock Consideration, and together with the Cash Consideration, we refer to as the Merger Consideration. Each holder of IAB common stock is entitled to elect the form of the Merger Consideration that he or she would like to receive for his or her shares of IAB common stock. All such elections are subject to adjustment on a pro rata basis.

Purchase Price Adjustment

If IAB Bank’s closing tangible common equity is less than $18,500,000, then the Cash Consideration will be reduced by the change in tangible common equity per share, and the exchange ratio will be reduced by the quotient obtained by dividing (A) the change in tangible common equity per share by (B) $16.14. At June 30, 2017, IAB Bank had closing tangible common equity, calculated in accordance with the terms of the merger agreement, of approximately $19.1 million. IAB Bank operated at a loss for the first six months of 2017 and may continue to operate at a loss for the second half of 2017. As a result, there can be no assurances that IAB Bank’s closing tangible equity will equal or exceed $18,500,000.

Fractional Shares

BCB will not issue any fractional shares of BCB common stock in the merger. Instead, an IAB shareholder who otherwise would have been entitled to receive a fraction of a share of BCB common stock will receive, in lieu thereof, an amount in cash rounded to the nearest cent. This cash amount will be determined by multiplying the fraction of a share of BCB common stock to which the holder would otherwise be entitled by $3.05.

Proration

The merger agreement provides that the aggregate amount of the Cash Consideration that holders of IAB common stock are entitled to receive is the Maximum Cash Contribution, or $2,547,709. As a result, all elections may be subject to proration depending on the elections made by other holders of IAB common stock if the Maximum Cash Contribution is undersubscribed or oversubscribed. Proration will be applied so that ultimately approximately 20% of the shares of IAB common stock are treated as Cash Election Shares and approximately 80% of the shares of IAB common stock are treated as Stock Election Shares.

For example, if the aggregate Cash Consideration payable to holders of Cash Election Shares is in excess of the Maximum Cash Contribution, all of the Non-Election Shares will be treated as Stock Election Shares and a number of Cash Election Shares will be converted into Stock Election Shares until the Maximum Cash Contribution is no longer oversubscribed. If the aggregate Cash Consideration payable to holders of Cash Election Shares is less than the Maximum Cash Contribution, a number of Non-Election Shares will be treated as Cash Election Shares until the Maximum Cash Contribution is no longer undersubscribed and, if necessary, a number of Stock Election Shares will be converted into Cash Election Shares until the Maximum Cash Contribution is no longer undersubscribed.

56

Treatment of IAB Stock Options

At the effective time of the merger, each option granted by IAB to purchase shares of IAB common stock under IAB’s equity plan that is unexpired, unexercised and outstanding will be canceled and converted into the right to receive from BCB a cash payment equal to the difference, if positive, of  $3.05 and the exercise price per share of such option. Any such option with an exercise price per share that equals or exceeds $3.05 will be canceled at the effective time with no consideration paid to the option holder therefor.

Surviving Corporation, Governing Documents and Directors

At the effective time of the merger, BCB’s certificate of incorporation and bylaws in effect immediately prior to the effective time of the merger will be the certificate of incorporation and bylaws of BCB as the surviving corporation of the merger, until thereafter amended in accordance with their respective terms and applicable law. The directors and officers of BCB immediately prior to the effective time of the merger will continue as the directors and officers of the surviving corporation of the merger.

Following the effective time of the merger, BCB will increase the size of its board of directors by one additional seat, which seat will be filled by an individual to be appointed by the BCB board of directors from a group of individuals selected by the IAB board of directors in good faith and provided to BCB prior to the effective time of the merger. BCB will then nominate this additional director for election at the following annual meeting of shareholders of BCB and solicit proxies for the director in the same manner as it does for all other members of BCB’s slate of directors in connection with such meeting.

Bank Subsidiary Merger

Simultaneously with the effective time of the merger, IAB Bank will merge with and into BCB Bank, with BCB Bank continuing as the surviving corporation of the merger.

Effective Time of the Merger

The merger will be completed only if all conditions to the merger discussed in this proxy statement/​prospectus and set forth in the merger agreement are either satisfied or waived (subject to applicable laws). See “—Conditions to Consummation of the Merger” beginning on page [•].

The merger will become effective on the date and at the time specified in the statement of merger to be filed with the Division of Revenue of the State of New Jersey. In the merger agreement, we have agreed to cause the effective time of the merger to occur on the third business day following the satisfaction or waiver (subject to applicable laws) of the last of the conditions specified in the merger agreement, or on another mutually agreed date. It currently is anticipated that the effective time of the merger will occur in the fourth quarter of 2017, subject to the receipt of regulatory approvals and waivers and other customary closing conditions, but we cannot guarantee when or if the merger will be completed.

Conversion of Shares; Exchange of Certificates

The conversion of IAB common stock into the right to receive the Merger Consideration will occur automatically at the effective time of the merger. Promptly after the effective time of the merger, the exchange agent will exchange certificates representing shares of IAB common stock for the Merger Consideration to be received pursuant to the merger agreement.

The conversion of IAB Series C Preferred Stock and IAB Series D Preferred Stock into the right to receive BCB Series E Preferred Stock and BCB Series F Preferred Stock will occur automatically at the effective time of the merger. Promptly after the effective time of the merger, the exchange agent will exchange certificates representing shares of IAB Series C Preferred Stock and IAB Series D Preferred Stock for certificates representing shares of BCB Series E Preferred Stock and BCB Series F Preferred Stock to be received pursuant to the merger agreement.

Form of Election/Letter of Transmittal

BCB shall appoint an exchange agent, reasonably acceptable to IAB, for the purpose of receiving elections and exchanging shares of IAB common stock for the Merger Consideration, pursuant to an

57

exchange agent agreement entered into between BCB and the exchange agent. Each holder of IAB common stock issued and outstanding shall have the right, subject to certain limitations set forth in the merger agreement, to submit an election as to the type of Merger Consideration they would like to receive on or prior to 5:00 p.m. local time (in the city in which the principal office of the exchange agent is located) on the date that is five business days prior to the anticipated closing date of the merger, which date is referred to as the election deadline. BCB shall issue a press release announcing the date of the election deadline not more than 15 business days before, and at least five business days prior to, the election deadline.

Each holder of IAB common stock may specify in a form of election/letter of transmittal, (1) the number of shares of IAB common stock owned by such holder with respect to which such holder desires to make a Stock Election, (2) the number of shares of IAB common stock owned by such holder with respect to which such holder desires to make a Cash Election, and (3) the number of shares of IAB common stock owned by such holder with respect to which such holder desires to make no election.

A form of election/letter of transmittal will be prepared by BCB in a form reasonably acceptable to IAB which shall be mailed or delivered to record holders of IAB common stock as of the record date for the IAB special meeting not more than 40 business days and not less than 20 business days prior to the anticipated closing date of the merger or on such other date as BCB and IAB may mutually agree.

Any holder of IAB common stock may, at any time prior to the election deadline, change or revoke his or her election by written notice received by the exchange agent prior to the election deadline accompanied by a properly completed and signed revised form of election/letter of transmittal or by withdrawal prior to the election deadline of his or her certificates representing shares of IAB common stock, or of the guarantee of delivery of such certificates, previously deposited with the exchange agent. If a form of election is revoked prior to the election deadline, unless a subsequent properly completed form of election, together with the revoking holder’s certificates representing shares of IAB common stock and related transmittal materials, is submitted and actually received by the exchange agent by the election deadline, the shares of IAB common stock covered by such revoked form of election shall deemed to be Non-Electing Shares and BCB shall cause such certificates to be promptly returned to such holder without charge. Subject to the terms of the exchange agent agreement and the merger agreement, the exchange agent shall have reasonable discretion to determine if any election is not properly made with respect to any shares of IAB common stock (neither BCB nor IAB nor the exchange agent being under any duty to notify any holder of IAB common stock of any such defect); in the event the exchange agent makes such a determination, such election shall be deemed to be not in effect, and the shares of IAB common stock covered by such election shall be deemed to be Non-Electing Shares, unless a proper election is thereafter timely made with respect to such shares. After the effective time of the merger, there will be no further transfers on the stock transfer books of IAB.

Withholding

BCB and the exchange agent will be entitled to deduct and withhold from the consideration otherwise payable pursuant to the merger agreement to any IAB shareholder the amounts, if any, it is required to deduct and withhold under the Code or any provision of state, local or foreign tax law. To the extent that any amounts are so withheld, these amounts will be treated for all purposes of the merger agreement as having been paid to IAB shareholders in respect of which such deduction and withholding was made.

Dividends and Distributions

Whenever a dividend or other distribution is declared by BCB on BCB common stock, the record date for which is at or after the effective time of the merger, the declaration will include dividends or other distributions on all shares of BCB common stock issuable pursuant to the merger agreement, but such dividends or other distributions will not be paid to the holder thereof until such holder has duly surrendered its IAB common stock certificates in accordance with the merger agreement.

Representations and Warranties

In the merger agreement, IAB has made customary representations and warranties to BCB with respect to, among other things:

58

•

the due organization, valid existence, good standing and corporate power and authority of IAB and IAB Bank;

​

•

IAB’s authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement (subject to receipt of the vote of a majority of the votes cast, in person or by proxy, by all IAB shareholders entitled to vote at the IAB special meeting) and the enforceability of the merger agreement against IAB in accordance with its terms;

​

•

the absence of conflicts with or breaches of IAB’s or its subsidiaries’ governing documents, certain agreements or applicable laws as a result of entering into the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

​

•

the required consents of regulatory authorities in connection with the transactions contemplated by the merger agreement;

​

•

the absence of IAB debt secured by IAB Bank common stock.

​

•

the capitalization of IAB and IAB Bank, including in particular the number of shares of IAB common stock and IAB Bank common stock issued and outstanding;

​

•

IAB has no subsidiaries other than IAB Bank and indirect ownership through IAB Bank of Special Asset REO1, LLC, and Special Asset REO2, LLC;

​

•

reports filed with regulatory authorities;

​

•

financial matters;

​

•

the absence of undisclosed liabilities;

​

•

the absence since December 31, 2016, of an event that has had, or would be reasonably likely to have, individually or in the aggregate, a material adverse effect on IAB and the conduct by IAB and its subsidiaries of their respective businesses in the ordinary and usual course of business consistent with past practice since December 31, 2016;

​

•

tax matters;

​

•

the assets of IAB and its subsidiaries;

​

•

intellectual property and privacy matters;

​

•

environmental matters;

​

•

compliance with laws, orders and permits;

​

•

compliance with the Community Reinvestment Act of 1977, which is referred to as the Community Reinvestment Act, and the regulations promulgated thereunder;

​

•

compliance with the Foreign Corrupt Practices Act of 1977, as amended;

​

•

labor relations;

​

•

matters relating to employee benefit plans and ERISA;

​

•

matters with respect to certain of IAB’s contracts;

​

•

agreements with regulatory authorities;

​

•

investment securities;

​

•

derivative transactions entered into for the account of IAB and its subsidiaries;

​

•

legal proceedings;

​

•

the accuracy of the information supplied by IAB in this proxy statement/prospectus;

​

•

the inapplicability of state anti-takeover statutes;

​

•

receipt by the IAB board of directors of the fairness opinion from IAB’s financial advisor;

​

59

•

the lack of action by IAB that is reasonably likely to prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, or materially impede or delay receipt of any of the requisite regulatory approvals;

​

•

loan matters;

​

•

deposits;

​

•

allowance for loan and lease losses;

​

•

insurance matters;

​

•

the absence of sanctions imposed by the U.S. Department of the Treasury’s Office of Foreign Assets Control;

​

•

the absence of undisclosed brokers’ fees and expenses;

​

•

affiliate transactions; and

​

•

neither IAB nor any subsidiary being required to register with the SEC as an investment advisor or broker-dealer, or conducting insurance operations.

​

In the merger agreement, BCB made customary representations and warranties to IAB with respect to, among other things:

•

the due organization, valid existence, good standing and corporate power and authority of BCB;

​

•

BCB’s authority to enter into the merger agreement and to complete the transactions contemplated by the merger agreement and the enforceability of the merger agreement against BCB in accordance with its terms;

​

•

the absence of conflicts with or breaches of BCB’s governing documents, certain agreements or applicable laws as a result of entering into the merger agreement and the consummation of the merger and the other transactions contemplated by the merger agreement;

​

•

the required consents of regulatory authorities in connection with the transactions contemplated by the merger agreement;

​

•

BCB’s capitalization, including in particular the number of shares of BCB common stock issued and outstanding;

​

•

BCB’s SEC filings since December 31, 2013, including financial statements contained therein;

​

•

internal controls and compliance with the Sarbanes-Oxley Act of 2002;

​

•

the absence of undisclosed liabilities;

​

•

the absence since December 31, 2016 of a material adverse effect on BCB;

​

•

tax matters;

​

•

compliance with laws, orders and permits;

​

•

legal proceedings;

​

•

reports filed with regulatory authorities other than the SEC since December 31, 2013;

​

•

the accuracy of the information supplied by BCB in this proxy statement/prospectus;

​

•

the lack of action by BCB that is reasonably likely to prevent the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, or materially impede or delay receipt of any of the requisite regulatory approvals;

​

•

ownership of IAB common stock; and

​

•

the absence of undisclosed brokers’ fees and expenses.

​

60

Many of the representations and warranties in the merger agreement made by IAB and BCB are qualified by a “materiality” or “material adverse effect” standard (that is, they will not be deemed to be untrue or incorrect unless their failure to be true or correct, individually or in the aggregate, would, as the case may be, be material to or have a material adverse effect on IAB or BCB, as applicable).

Under the merger agreement, a material adverse effect is defined, with respect to a party, as any fact, circumstance, event, change, effect, development or occurrence that, individually or in the aggregate together with all other facts, circumstances, events, changes, effects, developments or occurrences, directly or indirectly, (1) prevents or materially impairs the ability of a party to timely consummate the transactions contemplated by the merger agreement, or (2) has had or would reasonably be expected to result in a material adverse effect on the condition (financial or otherwise), results of operations, assets, liabilities or business of such party and its subsidiaries taken as a whole, but does not include effects to the extent resulting from the following (except, in certain instances, to the extent that the effects of such change disproportionately affect such party and its subsidiaries, taken as a whole, as compared to other companies in the industry in which such party and its subsidiaries operate):

•

changes after the date of the merger agreement in GAAP or regulatory accounting requirements;

​

•

changes after the date of the merger agreement in laws of general applicability to companies in the financial services industry;

​

•

changes after the date of the merger agreement in global, national or regional political conditions or general economic or market conditions in the United States and the State of New Jersey, including changes in prevailing interest rates, credit availability and liquidity, currency exchange rates, and price levels or trading volumes in the United States or foreign securities markets) affecting other companies in the financial services industry;

​

•

after the date of the merger agreement, general changes in the credit markets or general downgrades in the credit markets;

​

•

failure, in and of itself, to meet earnings projections or internal financial forecasts, but not including any underlying causes thereof unless separately excluded under the merger agreement, or changes in the trading price of a party’s common stock, in and of itself, but not including any underlying causes unless separately excluded under the merger agreement;

​

•

the public disclosure of the merger agreement and the impact thereof on relationships with customers or employees;

​

•

any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism; or

​

•

actions or omissions taken with the prior written consent of the other party or expressly required by the merger agreement.

​

The representations and warranties in the merger agreement do not survive the effective time of the merger and, as described below under “—Effect of Termination,” if the merger agreement is validly terminated, the merger agreement will become void and have no effect (except with respect to designated provisions of the merger agreement, including those related to payment of fees and expenses and the confidential treatment of information), unless a party breached the merger agreement.

This summary and the copy of the merger agreement attached to this proxy statement/prospectus as Annex I are included solely to provide investors with information regarding the merger agreement. They are not intended to provide factual information about the parties or any of their respective subsidiaries or affiliates. The foregoing discussion is qualified in its entirety by reference to the merger agreement. The merger agreement contains representations and warranties by BCB and IAB, which were made only for purposes of that agreement and as of specific dates. The representations, warranties and covenants in the merger agreement were made solely for the benefit of the parties to the merger agreement, may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those generally applicable to investors. Investors are not third-party

61

beneficiaries under the merger agreement, and in reviewing the representations, warranties and covenants contained in the merger agreement or any descriptions thereof in this summary, it is important to bear in mind that such representations, warranties and covenants or any descriptions thereof were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of BCB, IAB or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in BCB’s public disclosures. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone and should instead be read in conjunction with the other information contained in the reports, statements and filings that BCB publicly files with the SEC. For more information regarding these documents, see the section entitled “Where You Can Find More Information” beginning on page [•].

Covenants and Agreements

Conduct of Businesses Prior to the Effective Time of the Merger.   IAB has agreed that, prior to the effective time of the merger or termination of the merger agreement, unless the prior written consent of BCB has been obtained, it will, and will cause its subsidiaries to, (1) operate its business only in the usual, regular and ordinary course consistent with past practice, (2) use its reasonable best efforts to preserve intact its business organization and maintain its rights, authorizations, franchises, advantageous business relationships with customers, vendors, strategic partners, suppliers, distributors and others doing business with it, and the services of its officers and key employees, and (3) take no action that would reasonably be expected to impede or materially delay the receipt of any required regulatory approvals, the consummation of the transactions contemplated by the merger agreement or performance of IAB’s covenants and agreements in the merger agreement.

Additionally, IAB has agreed that prior to the effective time of the merger or termination of the merger agreement, unless the prior written consent of BCB has been obtained (which consent BCB may not unreasonably withhold, condition or delay) and except for certain exceptions and as otherwise expressly contemplated in the merger agreement, IAB will not, and will not permit any of its subsidiaries to, undertake the following actions or commit to undertake the following actions:

•

amend IAB’s certificate of incorporation or bylaws or other governing documents of any of its subsidiaries;

​

•

incur, assume, guarantee, endorse or otherwise as an accommodation become responsible for any additional debt obligation or other obligation for borrowed money (other than indebtedness of IAB to IAB Bank incurred in the ordinary course of business consistent with past practice);

​

•

repurchase, redeem, or otherwise acquire or exchange (other than in accordance with the merger agreement or the vesting of restricted stock awards), directly or indirectly, any shares, or any securities convertible into or exchangeable or exercisable for any shares, of the capital stock of IAB or any of its subsidiaries, or make, declare, pay or set aside for payment any dividend or set any record date for or declare or make any other distribution in respect of IAB common stock (other than with respect to IAB Series C preferred stock or IAB Series D preferred Stock) or other equity interests;

​

•

issue, grant sell, pledge, dispose of, encumber, authorize or propose the issuance of, enter into any contract to issue, sell, pledge, dispose of, encumber, or authorize or propose the issuance of, or otherwise permit to become outstanding, any additional shares of IAB common stock or any other capital stock of IAB or any of its subsidiaries, or any stock appreciation rights, or any option, warrant, or other equity rights;

​

62

•

directly or indirectly adjust, split, combine or reclassify any capital stock or other equity interest of IAB or any of its subsidiaries or issue or authorize the issuance of any other securities in respect of or in substitution for shares of IAB common stock, or sell, transfer, lease, mortgage, permit any lien on, or otherwise dispose of, discontinue or otherwise encumber, (1) any shares of capital stock or other equity interests of IAB or any of its subsidiaries (unless any such shares of capital stock or other equity interests are sold or otherwise transferred to IAB or a wholly owned subsidiary of IAB), or (2) any asset other than pursuant to contracts in force at the date of the merger agreement or sales of investment securities in the ordinary course of business consistent with past practice;

​

•

(1) except for purchases of investment securities in the ordinary course of business consistent with past practice, purchase any securities or make any acquisition of or investment in, either by purchase of stock or other securities or equity interests, contributions to capital, asset transfers, purchase of any assets (including any investments or commitments to invest in real estate or any real estate development project) or other business combination, or by formation of any joint venture or other business organization or by contributions to capital (other than by way of foreclosures or acquisitions of control in a fiduciary or similar capacity or in satisfaction of debts previously contracted in good faith, in each case in the ordinary course of business), any person other than IAB Bank, or otherwise acquire direct or indirect control over any person, or (2) enter into a plan of consolidation, merger, share exchange, share acquisition, reorganization or complete or partial liquidation with any person (other than consolidations, mergers or reorganizations solely among wholly owned subsidiaries of IAB), or a letter of intent, memorandum of understanding or agreement in principle with respect thereto;

​

•

(1) grant any increase in compensation or benefits to the employees or officers of IAB or any of its subsidiaries, except (A) for merit-based or promotion-based increases in annual base salary or wage rate for employees (other than directors or executive officers of IAB), in the ordinary course consistent with past practice that do not exceed, in the aggregate 3% of the aggregate cost of all employee annual base salaries and wages in effect as of the date of the merger agreement, or (B) as required by law, (2) pay any (x) severance or termination pay or (y) any bonus, in either case other than pursuant to IAB’s benefit plans in effect on the date of the merger agreement and in the case of clause (x) subject to receipt of an effective release of claims from the employee, and in the case of clause (y) to the extent required under the terms of the plan without the exercise of any upward discretion, (3) enter into, amend or increase the benefits payable under any severance, change in control, retention, bonus guarantees, collective bargaining agreement or similar agreement or arrangement with employees or officers of IAB or any of its subsidiaries, (4) grant any increase in fees or other increases in compensation or other benefits to directors of IAB or any of its subsidiaries, (5) waive any stock repurchase rights, or grant, accelerate, amend or change the period of exercisability of any equity rights or restricted stock, or authorize cash payments in exchange for any equity rights, (6) fund any rabbi trust or similar arrangement, (7) terminate the employment or services of any officer or any employee whose annual base compensation is greater than $75,000, other than for cause, (8) take any action that could result in a “mass layoff”, “plant closing” or similar event under the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any applicable state or local law or (9) hire any officer, employee, independent contractor or consultant (who is a natural person) who has annual base compensation greater than $75,000, unless such hiring is (x) in replacement of an existing employee who leaves the employ of IAB or IAB Bank following the date of the merger agreement and who has an annual base compensation in excess of  $75,000, (y) in the ordinary course consistent with past practice and (z) for total annual compensation of less than $125,000;

​

•

enter into, amend or renew any employment contract between IAB or any of its subsidiaries and any person having a salary thereunder in excess of  $75,000 per year (unless such amendment is required by law) that IAB or its subsidiary does not have the unconditional right to terminate without liability (other than liability for services already rendered), at any time;

​

63

•

except as required by law, (1) adopt any new employee benefit plan of IAB or any of its subsidiaries or terminate or withdraw from, or amend, any IAB employee benefit plan, (2) make any distributions from such employee benefit plans, except as required by the terms of such plans, or (3) fund or in any other way secure the payment of compensation or benefits under any IAB employee benefit plan;

​

•

make any change in any tax or accounting principles, practices or methods or systems of internal accounting controls, except as may be required to conform to changes in tax laws or regulatory accounting requirements or GAAP;

​

•

commence any litigation other than in the ordinary course of business consistent with past practice, or settle, waive or release or agree or consent to the issuance of any order in connection with any litigation (1) involving any liability of IAB or any of its subsidiaries for money damages in excess of  $50,000 or that would impose any restriction on the operations, business or assets of IAB or any of its subsidiaries, or (2) arising out of or relating to the transactions contemplated by the merger agreement;

​

•

enter into, renew, extend, modify, amend or terminate specified contracts;

​

•

enter into any new line of business or change in any material respect its lending, investment, risk and asset-liability management, interest rate, fee pricing or other material banking or operating policies (including any change in the maximum ratio or similar limits as a percentage of its capital exposure applicable with respect to its loan portfolio or any segment thereof), other than to reflect changes in general market levels of interest rates;

​

•

make, or commit to make, any capital expenditures in excess of  $25,000 individually or $75,000 in the aggregate;

​

•

except as required by law or applicable regulatory authorities, make any material changes in its policies and practices with respect to (1) underwriting, pricing, originating, acquiring, selling, servicing, or buying or selling rights to service loans, (2) its hedging practices and policies, or (3) insurance policies including materially reducing the amount of insurance coverage currently in place or fail to renew or replace any existing insurance policies;

​

•

cancel or release any material indebtedness owed to any person or any claims held by any person, in an aggregate amount exceeding $50,000, except for (1) sales of loans and sales of investment securities, in each case in the ordinary course of business consistent with past practice, or (2) as expressly required by the terms of any contracts in force at the date of the merger agreement;

​

•

permit the commencement of any construction of new structures or facilities upon, or purchase or lease any real property in respect of any branch or other facility, or make any application to open, relocate or close any branch or other facility;

​

•

materially change or restructure its investment securities portfolio policy or its hedging practices or policies, or change its policies with respect to the classification or reporting of such portfolios, or invest in any mortgage-backed or mortgage-related securities which would be considered “high-risk” securities under applicable regulatory pronouncements or change its interest rate exposure through purchases, sales or otherwise, or the manner in which its investment securities portfolios are classified or reported;

​

•

alter materially its interest rate or fee pricing policies with respect to depository accounts of IAB or IAB Bank or waive any material fees with respect thereto;

​

•

make, change or revoke any material tax election, change any material method of tax accounting, adopt or change any taxable year or period, file any amended material tax returns, agree to an extension or waiver of any statute of limitations with respect to the assessment or determination of taxes, settle or compromise any material tax liability of IAB or any of its subsidiaries, enter into any closing agreement with respect to any material tax or surrender any right to claim a material tax refund;

​

64

•

take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

​

•

enter into any securitizations of any loans or create any special purpose funding or variable interest entity other than on behalf of clients;

​

•

foreclose upon or take a deed or title to any commercial real estate without first conducting a Phase I environmental assessment (except where such an assessment has been conducted in the preceding 12 months) of the property or foreclose upon any commercial real estate if such environmental assessment indicates the presence of hazardous material;

​

•

make or acquire any loan or issue a commitment (including a letter of credit) or renew or extend an existing commitment for any loan, or amend or modify in any material respect any loan (including in any manner that would result in any additional extension of credit, principal forgiveness, or effect any uncompensated release of collateral, i.e., at a value below the fair market value thereof as determined by IAB), except (1) new loans not in excess of  $1,000,000, (2) loans or commitments for loans that have previously been approved by IAB prior to the date of the merger agreement not in excess of  $1,000,000, (3) with respect to amendments or modifications that have previously been approved by IAB prior to the date of the merger agreement, amend or modify in any material respect any existing loan rated “special mention” or worse by IAB, as rated by IAB or by a regulatory authority of IAB, with total credit exposure not in excess of  $750,000, (4) modify or amend any loan in a manner that would result in any additional extension of credit, principal forgiveness, or effect any uncompensated release of collateral, i.e., at a value below the fair market value thereof as determined by IAB, in each case if the total credit exposure to the borrower or borrowers of such loan does not exceed $750,000, or (5) if BCB fails to object to such transaction set forth above no later than three business days after actual receipt by specified officers of BCB of all information reasonably needed to assess and evaluate the origination, extension, amendment, modification, renewal or alteration of that loan, lease (credit equivalent), advance, credit enhancement or other credit facility; or

​

•

agree to take, make any commitment to take or adopt any resolutions of the IAB board of directors in support of any of the above prohibited actions.

​

BCB has agreed that prior to the effective time of the merger or termination of the merger agreement, unless the prior written consent of IAB has been obtained (which consent IAB may not unreasonably withhold, condition or delay) and except as otherwise expressly contemplated in the merger agreement, BCB will not, and will not permit any of its subsidiaries to, among other things, undertake the following actions:

•

amend BCB’s certificate of incorporation or bylaws or other governing documents of BCB or its significant subsidiaries in a manner that would adversely affect IAB or its shareholders relative to other holders of BCB common stock;

​

•

take any action, or knowingly fail to take any action, which action or failure to act prevents or impedes, or could reasonably be expected to prevent or impede, the merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;

​

•

take any action that could reasonably be expected to impede or materially delay (1) the receipt of any approvals of any regulatory authority required to consummate the transactions contemplated by the merger agreement, or (2) the consummation of the transactions contemplated by the merger agreement; or

​

•

agree to take, make any commitment to take or adopt any resolutions of the BCB board of directors in support of, any of the above prohibited actions.

​

Regulatory Matters.   BCB and IAB have agreed to file all reports required to be filed with regulatory authorities between the execution of the merger agreement and the consummation of the merger contemplated thereby, and to deliver to the other party copies of all such reports promptly after the same are filed. If financial statements are contained in any such reports filed with the SEC or the Federal

65

Reserve, such financial statements will fairly present the consolidated financial position of the entity filing such statements as of the dates indicated and the consolidated results of operations, changes in stockholders’ equity, and cash flows for the period then ended in accordance with GAAP (subject in the case of interim financial statements to normal recurring year-end adjustments that are not material) or applicable regulatory accounting principles consistently applied, except as may be otherwise indicated in the notes thereto and except for the omission of footnotes.

Tax Matters.   BCB and IAB have agreed to use their respective reasonable best efforts to cause the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and to take no action that would cause the merger not to so qualify.

Employee Matters.   The merger agreement provides that employees of IAB or its subsidiaries generally will be eligible to receive benefits that are, as a whole, comparable to those provided to similarly situated BCB employees. Additionally, employees of IAB or its subsidiaries generally will receive service credit based on their service with IAB or its subsidiaries for purposes of participation and vesting in BCB benefit plans (but not for benefit accrual) and credit for covered expenses incurred prior to the effective time of the merger for purposes of satisfying deductibles and out-of-pocket expenses under health care plans.

Prior to the effective time of the merger, if requested by BCB, IAB will (1) terminate the IAB 401(k) plan, and (2) cooperate with BCB to amend, freeze, terminate or modify any other IAB benefit plan to be effective upon the effective time of the merger (or such other mutually agreed time).

D&O Indemnification and Insurance.   The merger agreement provides that for six years after the effective time of the merger, BCB will indemnify, defend and hold harmless each of the present and former directors and officers of IAB and its subsidiaries against all liabilities arising out of actions or omissions arising out of such person’s services in such capacities to the fullest extent permitted by applicable law and IAB’s governing documents in effect on the date of the merger agreement (including any provisions relating to the advancement of expenses incurred in the defense of any litigation).

The merger agreement requires BCB to use its reasonable best efforts to maintain for a period of six years after the effective time of the merger IAB’s existing directors’ and officers’ liability insurance policy, or policies of at least the same coverage and amounts and containing terms and conditions which are substantially no less advantageous than the current policy (or, with the consent of IAB prior to the effective time of the merger, any other policy), with respect to claims arising from facts or events that occurred prior to the effective time of the merger, and covering such individuals who are currently covered by such insurance. In lieu of the insurance described in the preceding sentence, prior to the effective time of the merger, BCB, or IAB, in consultation with BCB, may obtain a six-year “tail” prepaid policy providing coverage equivalent to such insurance.

Certain Additional Covenants.   The merger agreement also contains additional covenants, including covenants relating to the filing of this proxy statement/prospectus, obtaining required consents, the listing of the shares of BCB common stock to be issued in the merger and public announcements with respect to the transactions contemplated by the merger agreement.

Agreement Not to Solicit Other Offers

IAB has agreed that it and its subsidiaries will not, and will cause their respective representatives not to, directly or indirectly:

•

solicit, initiate, encourage (including by providing information or assistance), facilitate or induce any acquisition proposal;

​

•

participate in any discussions or negotiations regarding, or furnish or cause to be furnished to any third party any nonpublic information with respect to, or take any other action to facilitate any inquiries or the making of any offer or proposal that constitutes, or may reasonably be expected to lead to, an acquisition proposal;

​

•

approve, agree to, accept, endorse or recommend any acquisition proposal; or

​

66

•

approve, agree to, accept, endorse or recommend, or propose to approve, agree to, accept, endorse or recommend any acquisition agreement contemplating or otherwise relating to any acquisition transaction.

​

However, if prior to the IAB special meeting, IAB receives an unsolicited written acquisition proposal by any third party that did not result from or arise in connection with a breach of the non-solicitation provisions described above, IAB and its representatives may, prior to (but not after) the IAB special meeting, take the following action if the IAB board of directors (or any committee thereof) has (1) determined, in its good faith judgment (after consultation with IAB’s financial advisors and outside legal counsel), that such acquisition proposal constitutes or could reasonably be expected to lead to a superior proposal and that the failure to take such action would cause the IAB board of directors to violate its fiduciary duties under applicable law, and (2) obtained from such third party an executed confidentiality agreement containing terms at least as restrictive with respect to such third party as the terms of IAB’s confidentiality agreement with BCB is with respect to BCB (and such confidentiality agreement shall not provide such third party with any exclusive right to negotiate with IAB): the IAB board of directors may change its unanimous recommendation that the IAB shareholders approve the merger agreement.

IAB has also agreed to promptly (but in no event more than 24 hours) following the receipt of any acquisition proposal, or any request for nonpublic information or any inquiry that could reasonably be expected to lead to an acquisition proposal, provide BCB with written notice of its receipt of such acquisition proposal, request or inquiry, and the terms and conditions of such acquisition proposal, request or inquiry (including the identity of the person making the acquisition proposal, request or inquiry), and to provide BCB as promptly as practicable (but in no event more than 24 hours) with a copy of such acquisition proposal, if in writing, or a written summary of the material terms of such acquisition proposal, if oral.

Notwithstanding any change in the recommendation of the IAB board of directors that the IAB shareholders approve the merger agreement, the merger agreement will be submitted to the IAB shareholders for the purpose of voting on the approval of the merger agreement. In such event, the IAB board of directors may submit the merger agreement to the IAB shareholders without recommendation and communicate the basis for its lack of a recommendation to the IAB shareholders in this proxy statement/​prospectus. In addition to the foregoing, IAB may not submit to the vote of its shareholders any acquisition proposal other than the merger unless the merger agreement is terminated in accordance with its terms.

IAB has agreed to, and to direct its representatives to, immediately cease and cause to be terminated any existing activities, discussions or negotiations with any third party conducted prior to June 7, 2017, with respect to any offer or proposal that constitutes, or may reasonably be expected to lead to, an acquisition proposal, to request the prompt return or destruction of all confidential information previously furnished to any third party that has made or indicated an intention to make an acquisition proposal and not to waive or amend any “standstill” provision or provisions of similar effect to which it is a party or of which it is a beneficiary, and to strictly enforce any such provisions.

For purposes of the merger agreement,

•

an “acquisition agreement” means a letter of intent, agreement in principle, merger agreement, acquisition agreement, option agreement or other similar agreement;

​

•

an “acquisition proposal” means any offer, inquiry, proposal or indication of interest (whether communicated to IAB or announced publicly to IAB shareholders and whether binding or non-binding) by any third party for an acquisition transaction;

​

•

an “acquisition transaction” means any transaction or series of related transactions (other than the transactions contemplated by the merger agreement) involving (1) any acquisition or purchase, direct or indirect, from IAB by any third party of 20 percent or more in interest of the total outstanding voting securities of IAB or any of its subsidiaries, or any tender offer or exchange offer that if consummated would result in any third party beneficially owning 20 percent or more in interest of the total outstanding voting securities of IAB or any of its subsidiaries, or any merger, consolidation, business combination or similar transaction involving IAB or any of its subsidiaries pursuant to which the IAB shareholders immediately preceding such transaction hold

​

67

less than 80 percent of the equity interests in the surviving or resulting entity (which includes the parent corporation of any constituent corporation to any such transaction) of such transaction, (2) any sale, lease, exchange, transfer, license, acquisition or disposition of 20 percent or more of the assets of IAB and its subsidiaries, taken as a whole, or (3) any liquidation or dissolution of IAB; and

•

“superior proposal” means any unsolicited bona fide written acquisition proposal with respect to which the IAB board of directors determines in its good faith judgment (based on, among other things, the advice of outside legal counsel and a financial advisor) to be more favorable, from a financial point of view, to IAB shareholders than the merger and the other transactions contemplated by the merger agreement (as it may be proposed to be amended by BCB), taking into account all relevant factors (including the acquisition proposal and the merger agreement (including any proposed changes to the merger agreement that may be proposed by BCB in response to such acquisition proposal)); provided, that for purposes of the definition of  “superior proposal,” the references to “20 percent” and “80 percent” in the definitions of acquisition proposal and acquisition transaction are deemed to be references to “100 percent.”

​

IAB Special Meeting and Recommendation of IAB Board of Directors

IAB has agreed to hold a meeting of its shareholders for the purpose of voting upon approval of the merger agreement as promptly as reasonably practicable after the registration statement of which this proxy statement/prospectus is a part is declared effective by the SEC. IAB will use its reasonable best efforts to obtain from its shareholders the requisite shareholder approval of the merger agreement, including by recommending that its shareholders approve the merger agreement.

The IAB board of directors has agreed, subject to certain conditions in the merger agreement described above, to recommend that IAB shareholders vote in favor of approval of the merger agreement and to not withdraw, qualify or modify (or publicly propose to withdraw, qualify or modify) such recommendation in any manner adverse to BCB, or take any action or make any public statement, filing or release inconsistent with such recommendation (which is referred to as a change in IAB’s recommendation).

Voting Agreements

Concurrently with execution of the merger agreement, each of the directors of IAB in their capacity as shareholders of IAB entered into a voting agreement with BCB and IAB, the form of which is attached as Exhibit B to the merger agreement, which is attached as Annex I to this proxy statement/prospectus, under which each of the directors of IAB agreed to vote their shares of common stock of IAB in favor of the merger agreement and the merger at the IAB special meeting and against any competing proposals that may be voted on by IAB shareholders. As of the record date, the directors of IAB beneficially owned and were entitled to vote approximately [•] shares of IAB common stock, representing approximately [•]% of the shares of IAB common stock outstanding on that date.

Conditions to Consummation of the Merger

Our respective obligations to consummate the merger are subject to the fulfillment or waiver of the following conditions:

•

the approval by IAB shareholders of the merger agreement and the transactions contemplated thereby;

​

•

the receipt of all regulatory approvals, consents, non-objections and waivers required from the Federal Reserve, the NJDB and the FDIC, and any other required regulatory approvals or consents, the failure of which to obtain would reasonably be expected to have a material adverse effect on BCB or IAB (considered as a consolidated entity), in each case required to consummate the transactions contemplated by the merger agreement, and expiration of all related statutory waiting periods; provided that no such required regulatory approval may impose a burdensome condition on BCB;

​

68

•

the absence of any rule, regulation, law, judgment, injunction or order (whether temporary, preliminary or permanent) by any court or regulatory authority of competent jurisdiction prohibiting, restricting or making illegal consummation of the transactions contemplated by the merger agreement;

​

•

the effectiveness of the registration statement of which this proxy statement/prospectus is a part under the Securities Act and the absence of any stop order, action, suit, proceeding or investigation by the SEC to suspend the effectiveness of the registration statement;

​

•

the approval of the listing on the Nasdaq Global Market of the BCB common stock to be issued in the merger;

​

•

receipt by each of BCB and IAB of an opinion of Covington & Burling LLP as to certain tax matters; and

​

•

the accuracy of the representations and warranties of the other party in the merger agreement as of the date of the merger agreement and as of the effective time of the merger, subject to the materiality standards provided in the merger agreement, and the performance by the other party in all material respects of all agreements and covenants of such party under the merger agreement prior to the effective time of the merger (and the receipt by each party of a certificate from the other party to such effect).

​

In addition, BCB’s obligation to consummate the merger is subject to (1) delivery by IAB to BCB of a FIRPTA certificate, as described in the merger agreement, (2) maintenance by IAB and IAB Bank of certain asset quality and regulatory capital requirements as reflected in the closing financial statements of IAB, (3) termination of certain contracts by IAB, (4) receipt of certain third party consents and (5) the effectiveness of a letter agreement described in the merger agreement.

We cannot provide assurance as to when or if all of the conditions to the merger can or will be satisfied or waived by the appropriate party. As of the date of this proxy statement/prospectus, we have no reason to believe that any of these conditions will not be satisfied.

Termination of the Merger Agreement

The merger agreement can be terminated at any time prior to the effective time of the merger by mutual consent, or by either party in the following circumstances:

•

any regulatory authority denies a requisite regulatory approval and this denial has become final and nonappealable, or a regulatory authority has issued a final and nonappealable rule, regulation, law, judgment, injunction or order permanently restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by the merger agreement, so long as the party seeking to terminate the merger agreement has used its reasonable best efforts to contest, appeal and change or remove such denial, law or order;

​

•

the IAB shareholders fail to approve the merger agreement and the transactions contemplated thereby at the IAB special meeting; or

​

•

the merger has not been completed by May 31, 2018, which is referred to as the outside date, if the failure to consummate the transactions contemplated by the merger agreement by that date is not caused by the terminating party’s breach of the merger agreement.

​

In addition, BCB may terminate the merger agreement if:

•

any of the conditions precedent described above to the obligations of BCB to consummate the merger cannot be satisfied or fulfilled by the outside date, if the failure of such condition to be satisfied or fulfilled by such date is not a result of BCB’s failure to perform, in any material respect, any of its material covenants or agreements contained in the merger agreement, or the material breach of any of its material representations or warranties contained in the merger agreement;

​

•

the IAB board of directors fails to recommend the merger to, and approval of the merger agreement by, the IAB shareholders;

​

69

•

the IAB board of directors breaches its non-solicitation obligations and obligations with respect to other acquisition proposals in any respect adverse to BCB;

​

•

the IAB board of directors breaches its obligations to call, give notice of, convene and/or hold a shareholders’ meeting or to use reasonable best efforts to obtain the approval of the merger agreement by the IAB shareholders;

​

•

if any of the required regulatory approvals granted by the FDIC or NJDB contains or would result in the imposition of a burdensome condition and there is no meaningful possibility that such required regulatory approval could be revised prior to the outside date so as not to contain or result in a burdensome condition;

​

•

if the FDIC or NJDB request in writing that BCB, IAB or any of their respective affiliates withdraw (other than for technical reasons), and not be permitted to resubmit within 60 days, any application with respect to a required regulatory approval; or

​

•

if, on the day that all the other conditions set forth in merger agreement have been satisfied or waived by the applicable party pursuant to the merger agreement (other than those conditions which by their nature shall be satisfied or waived on the closing date), IAB Bank’s tangible common equity as reflected in the closing financial statements is less than $17,500,000. At June 30, 2017, IAB Bank had closing tangible common equity, calculated in accordance with the terms of the merger agreement, of approximately $19.1 million. IAB Bank operated at a loss for the first six months of 2017 and may continue to operate at a loss for the second half of 2017. As a result, there can be no assurances that IAB Bank’s closing tangible equity will equal or exceed the minimum threshold of  $17,500,000.

​

In addition, IAB may terminate the merger agreement if:

•

any of the conditions precedent described above to the obligations of IAB to consummate the merger cannot be satisfied or fulfilled by the outside date, if the failure of such condition to be satisfied or fulfilled by such date is not a result of IAB’s failure to perform, in any material respect, any of its material covenants or agreements contained in the merger agreement, or the material breach of any of its material representations or warranties contained in the merger agreement; or

​

•

the price of BCB common stock declines by more than 20% from $15.65, which was the price of BCB common stock on the last trading day immediately preceding the date of the first public announcement of entry into the merger agreement, and underperforms an index of banking companies by more than 20% over a designated measurement period unless BCB agrees to increase the number of shares of BCB common stock to be issued to holders of IAB common stock who are to receive the Stock Consideration in the merger.

​

Effect of Termination

If the merger agreement is terminated, it will become void, except that (1) designated provisions of the merger agreement will survive the termination, including those relating to payment of fees and expenses and the confidential treatment of information, and (2) both BCB and IAB will remain liable for any liability resulting from breaches by such party of the merger agreement.

Termination Fee

IAB will pay BCB an $800,000 termination fee if:

•

either BCB or IAB terminates the merger agreement as a result of  (1) denial of a requisite regulatory approval, a law or order permanently restrains, enjoins or prohibits the consummation of the merger or the failure of the IAB shareholders to approve the merger agreement, or (2) the merger having not been consummated by the outside date, and at the time of such termination a third party has made and not withdrawn, or has publicly announced an intention to make and has not withdrawn, an acquisition proposal, and within 12 months of such termination IAB either consummates an acquisition transaction or enters into an acquisition agreement with respect to an acquisition transaction; or

​

70

•

BCB terminates the merger agreement because the IAB board of directors has failed to recommend the approval of the merger agreement by the IAB shareholders, has breached its non-solicitation obligations and obligations with respect to other acquisition proposals in any respect adverse to BCB, or has breached its obligations to call, give notice of, convene and/or hold a shareholders’ meeting to obtain approval of the merger proposal by the IAB shareholders.

​

IAB’s payment of the $800,000 termination fee would constitute liquidated damages and be BCB’s sole remedy in the event of such a termination.

Expenses and Fees

Each of BCB and IAB will be responsible for all direct costs and expenses incurred by it in connection with the transactions contemplated by the merger agreement. The costs and expenses of printing this proxy statement/prospectus, and all filing fees paid to the SEC in connection with this proxy statement/prospectus, will be borne equally by IAB and BCB.

Amendment, Waiver and Extension of the Merger Agreement

To the extent permitted by law, the merger agreement may be amended by a subsequent writing signed by each of the parties upon the approval of each of the parties, whether before or after IAB shareholders have approved the merger agreement; however, after obtaining the IAB shareholder approval, no amendment that requires further approval by IAB shareholders shall be made unless such further approval by IAB shareholders is obtained.

At any time prior to the effective time of the merger, each of IAB and BCB, acting through its respective board of directors, chief executive officer or other authorized officer, may waive any default in the performance of any term of the merger agreement by the other party, waive or extend the time for the performance of any of the obligations of the other party, or waive any or all conditions precedent to the other party’s obligations under the merger agreement, except any condition which, if not satisfied, would result in a violation of law.

Accounting Treatment

The merger will be accounted for as an acquisition by BCB using the acquisition method of accounting in accordance with FASB ASC Topic 805, “Business Combinations.” Accordingly, the assets (including identifiable intangible assets) and liabilities (including executory contracts and other commitments) of IAB as of the effective time of the merger will be recorded at their respective fair values and added to those of BCB. Any excess of purchase price over the net fair values is recorded as goodwill. Consolidated financial statements of BCB issued after the merger would reflect these fair values and would not be restated retroactively to reflect the historical financial position or results of operations of IAB.

71

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following is a discussion of the material U.S. federal income tax consequences of the merger to IAB U.S. holders. For purposes of this discussion, you are a “IAB U.S. holder” if you are the beneficial owner of IAB common stock or IAB preferred stock and you are for U.S. federal income tax purposes:

•

a citizen or individual resident of the United States;

​

•

a corporation or other entity or arrangement treated as a corporation for U.S. federal income tax purposes, created in or organized under the laws of the United States, any state thereof or the District of Columbia;

​

•

an estate the income of which is subject to U.S. federal income tax without regard to its source; or

​

•

a trust if  (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

​

Holders of IAB common stock or IAB preferred stock who are not IAB U.S. holders may have different tax consequences than those described below and are urged to consult their own tax advisors about their tax treatment under U.S. and non-U.S. laws.

This discussion applies only to IAB U.S. holders that hold their shares of IAB common stock or IAB preferred stock as a capital asset within the meaning of Section 1221 of the Code and exchange these shares for the Merger Consideration or BCB preferred stock, as applicable, in the merger. The discussion assumes that the merger will be completed in accordance with the merger agreement and as further described in this joint proxy statement/prospectus. This discussion does not purport to consider all aspects of U.S. federal income taxation that might be relevant to IAB U.S. holders in light of their particular circumstances and does not apply to IAB U.S. holders subject to special treatment for U.S. federal income tax purposes, including, without limitation,

•

dealers or brokers in securities, commodities or foreign currencies;

​

•

traders in securities that elect to apply a mark-to-market method of accounting;

​

•

banks, insurance companies and certain other financial institutions;

​

•

mutual funds;

​

•

tax-exempt organizations;

​

•

pass-through entities and investors in such entities;

​

•

holders whose functional currency is not the U.S. dollar;

​

•

holders who hold shares of IAB common stock or IAB preferred stock, as applicable, as part of a hedge, straddle, constructive sale or conversion transaction or other integrated investment;

​

•

holders who hold shares of IAB common stock or IAB preferred stock, as applicable, in individual retirement or other tax-deferred accounts;

​

•

holders who hold shares of IAB common stock or IAB preferred stock, as applicable, through the exercise of employee stock options or otherwise as compensation; and

​

•

holders who exercise appraisal rights.

​

This discussion does not address any tax consequences arising under U.S. state or local, or foreign laws, the alternative minimum tax or under U.S. federal laws other than U.S. federal income tax laws.

If an entity or an arrangement treated as a partnership for U.S. federal income tax purposes holds IAB common stock or IAB preferred stock, as applicable, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Partnerships for U.S.

72

federal income tax purposes that hold IAB common stock or IAB preferred stock, as applicable, and partners in such partnerships are strongly urged to consult their own tax advisors about the tax consequences of the merger to them.

This discussion is based, and the tax opinion referred to below will be based, on the Code, applicable U.S. Treasury regulations promulgated thereunder, and judicial and administrative authorities, rulings and decisions, all as in effect on the date of this proxy statement/prospectus, or the date of the tax opinion filed with the registration on Form S-4, as the case may be. These authorities may change, possibly with retroactive effect, and any such change could affect the U.S. federal income tax consequences described in this discussion. No rulings have been or will be sought from the IRS concerning the tax consequences of the merger, and the tax opinion to be received in connection with the merger will not be binding on the IRS or any court. Accordingly, there can be no assurance that the IRS will not take a contrary position on the tax consequences of the merger described in this discussion or the tax opinion, or that any such contrary position would not be sustained by the courts.

Determining the actual tax consequences of the merger to you may be complex and will depend on your specific situation and on factors that are not within our control. You are strongly urged to consult with your own tax advisor as to the specific tax consequences of the merger in your particular circumstances, including the applicability and effect of the U.S. federal, state and local, foreign and other tax laws.

U.S. Federal Income Tax Consequences of the Merger Generally

It is a condition to the obligations of each of BCB and IAB that they receive an opinion from Covington & Burling LLP, in form reasonably satisfactory to BCB, to the effect that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code.

Neither BCB nor IAB currently intends to waive this opinion condition to its obligation to consummate the merger. If either BCB or IAB waives this opinion condition after this registration statement is declared effective by the SEC, and if the tax consequences of the merger to IAB shareholders have materially changed, BCB and IAB will recirculate appropriate soliciting materials to resolicit the votes of IAB shareholders.

The opinion of Covington & Burling LLP will be based on representation letters provided by BCB and IAB and on customary factual assumptions. If any of the representations or assumptions upon which the opinion of Covington & Burling LLP is based are not true or complete, the U.S. federal income tax consequences might be different from those described below, possibly with a materially adverse effect to IAB shareholders.

Subject to the limitations and qualifications set forth herein, it is the opinion of Covington & Burling LLP that the merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Code. Accordingly, for U.S. federal income tax purposes:

•

if you receive solely the Stock Consideration in the merger in exchange for your IAB common stock, you generally will not recognize gain or loss, except with respect to cash received in lieu of fractional shares of BCB common stock (as discussed below);

​

•

if you receive solely the Cash Consideration in the merger in exchange for your IAB common stock, you will recognize gain or loss upon surrendering your IAB common stock in an amount equal to the difference between the amount of cash that you receive and your aggregate adjusted tax basis in the shares of IAB common stock that you surrender;

​

•

if you receive both the Cash Consideration (other than cash received in lieu of fractional shares of BCB common stock) and the Stock Consideration in the merger, (1) you will not recognize any loss upon surrendering your IAB common stock, and (2) you will recognize gain upon surrendering your IAB common stock equal to the lesser of  (a) the excess, if any, of  (i) the sum of the amount of cash that you receive plus the fair market value (determined as of the effective time of the merger) of the BCB common stock that you receive over (ii) your aggregate adjusted tax basis in the shares of IAB common stock that you surrender, and (b) the amount of the Cash Consideration that you receive; and

​