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


FORM 8-K


CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  April 25, 2019


DIME COMMUNITY BANCSHARES, INC.
(Exact name of the registrant as specified in its charter)


Delaware
000-27782
11-3297463
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)

300 Cadman Plaza West, 8th Floor
Brooklyn, New York
  
11201
(Address of principal executive offices)
  
(Zip Code)

(718) 782-6200
(Registrant’s telephone number)

N/A
(Former name or former address, if changed since last report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02
Results of Operations and Financial Condition

On April 25, 2019, Dime Community Bancshares, Inc. (the “Registrant”) issued a press release containing a discussion of its results of operations and financial condition for the quarter ended March 31, 2019. The text of the press release is included as Exhibit 99.1 to this report and is incorporated herein by reference. Exhibit 99.1 to this report is being “furnished” to the SEC and shall not be deemed “filed” for any purposes.

Item 7.01
Regulation FD Disclosure

On April 26, 2019 the Registrant announced that its Board of Directors declared a quarterly cash dividend of $0.14 per common share, payable on May 15, 2019  to stockholders of record on May 8, 2019. The text of the press release is attached as Exhibit 99.2 and is incorporated herein by reference. Exhibit 99.2 to this report is being “furnished” to the SEC and shall not be deemed “filed” for any purpose.

Item 8.01
Other Events

On April 25, 2019 the Registrant announced that, effective April 25, 2019, its wholly owned subsidiary, Dime Community Bank, completed its charter conversion from a New York State chartered stock form savings bank to a New York State chartered commercial bank (the “Charter Conversion”).  Simultaneous with the Charter Conversion, the Registrant will  become a bank holding company.  The text of the press release is attached as Exhibit 99.1 and is incorporated herein by reference. Exhibit 99.1 to this report is being “furnished” to the SEC and shall not be deemed “filed” for any purpose.

Item 9.01
Financial Statements and Exhibits

 
(d)
Exhibits.


 
Press release of the Registrant, dated April 25, 2019 containing a discussion of the Registrant's results of operations and financial condition for the quarter ended March 31, 2019 and the Charter Conversion
     

 
Press release of the Registrant, dated April 26, 2019 containing a discussion of the Registrant’s declaration of a cash dividend

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
Dime Community Bancshares, Inc.
 
(Registrant)
  
     
 
/s/ AVINASH REDDY
  
 
Avinash Reddy
  
 
Executive Vice President & Chief Financial Officer
 
(Principal Financial Officer)
     
Dated:  April 26, 2019