NORTHFIELD BANCORP INC 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2012
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (732) 499-7200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
On March 13, 2012, Northfield Bancorp, Inc. (Northfield Bancorp) and Flatbush Federal Bancorp, Inc. (Flatbush Federal Bancorp) issued a joint press release announcing the execution of an Agreement and Plan of Merger, dated as of March 13, 2012, by and among Northfield Bancorp, MHC, Northfield Bancorp, Northfield Bank and Flatbush Federal Bancorp, MHC, Flatbush Federal Bancorp and Flatbush Federal Savings and Loan Association (the Merger Agreement).
Under the terms of the Merger Agreement, consideration for the transaction will be comprised of Northfield Bancorps common stock. Flatbush Federal Bancorp stockholders will receive 0.4748 of a share of Northfield Bancorp stock for each share of Flatbush Federal Bancorp common stock they own, subject to the terms and conditions of the Merger Agreement.
Flatbush Federal Savings and Loan Association, Flatbush Federal Bancorp and Flatbush Federal Bancorp, MHC, will merge with and into Northfield Bank, Northfield Bancorp and Northfield Bancorp, MHC, respectively. The transactions contemplated by the Merger Agreement are subject to customary closing conditions, including regulatory approvals and approval from the stockholders of Flatbush Federal Bancorp and the members of Flatbush Federal Bancorp, MHC.
A copy of the joint press release is attached hereto as Exhibit 99.1, and is incorporated by reference herein.
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.