Prospectus NORTHFIELD BANCORP, - 3-14-2012

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Prospectus NORTHFIELD BANCORP,  - 3-14-2012 Powered By Docstoc
					                                      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): March 13, 2012



                                                Northfield Bancorp, Inc.
                                                    (Exact name of registrant as specified in its charter)



                 United States                                                      1-33732                              42-1572539
             (State or other jurisdiction                                          (Commission                           (I.R.S. Employer
                  of incorporation)                                                  File No.)                          Identification No.)


                                        1410 St. Georges Avenue,
                                           Avenel, New Jersey                                                                07001
                                     (Address of principal executive offices)                                               (Zip code)

                                            Registrant’s telephone number, including area code: (732) 499-7200

                                                                                Not Applicable
                                                        (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:
     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-4 (c))
Item 8.01     Other Events.
      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 Bancorp’s 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.

Item 9.01     Financial Statements and Exhibits.
Exhibits

Number         Description

99.1           Press Release dated March 13, 2012

                                                                          2
                                                                SIGNATURES

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

                                                                                  NORTHFIELD BANCORP, INC.

DATE: March 13, 2012                                                        By:   /s/ Steven M. Klein
                                                                                  Steven M. Klein
                                                                                  Chief Operating and Financial Officer

                                                                        3
                                                                                                                                    Exhibit 99.1


                                    Northfield Bancorp, Inc. to Acquire Flatbush Federal Bancorp, Inc.

AVENEL, N.J., March 13, 2012 – Northfield Bancorp, Inc. (NASDAQ: NFBK) and Flatbush Federal Bancorp, Inc. (OTCBB: FLTB)
announced the signing of a definitive merger agreement under which Northfield Bancorp will acquire Flatbush Federal Bancorp in an all stock
transaction valued at $6.50 per share of Flatbush common stock, based on the average closing price of Northfield Bancorp common stock over
the past 10 trading days. The transaction represents an aggregate value to Flatbush Federal’s minority stockholders of approximately $8.1
million. Under the terms of the merger agreement, consideration for the transaction will be comprised of shares of Northfield Bancorp’s
common stock.

Flatbush Federal Bancorp, Flatbush Federal Bancorp, MHC, and Flatbush Federal Savings and Loan Association will merge with and into
Northfield Bancorp, Northfield Bancorp, MHC, and Northfield Bank, respectively. Flatbush Federal Bancorp stockholders will receive 0.4748
shares of Northfield Bancorp common stock for each share of Flatbush Federal Bancorp common stock they hold. Each share held by Flatbush
Federal Bancorp, MHC will be converted into 0.4748 common shares of Northfield Bancorp, Inc. and issued to Northfield Bancorp, MHC.

The mergers have been approved by the Boards of Directors of each company and are expected to close in the third quarter of 2012. Closing is
subject to several conditions, including the receipt of regulatory approvals and the approval of the stockholders of Flatbush Federal Bancorp
and the members of Flatbush Federal Bancorp, MHC.

John W. Alexander, Chairman, President and Chief Executive Officer of Northfield Bancorp said, “We are excited to announce the acquisition
of Flatbush Federal Bancorp as it represents a great fit for Northfield. This transaction is consistent with Northfield’s strategic objective to
expand its Brooklyn footprint and the three additional branches enhance our ability to provide outstanding service to our customers and the
Brooklyn community.”

Jesus R. Adia, Chairman, President and Chief Executive Officer of Flatbush Federal Bancorp said, “We, too are excited about this transaction
as this allows our customers to take advantage of a larger branch network in Brooklyn and the other communities that Northfield services as
well. In addition to the added service to our customers, the transaction is most beneficial to our shareholders. We look forward to this new
relationship.”

At September 30, 2011, Flatbush had total assets of $144.1 million and deposits of $114.0 million. On January 13, 2012, Flatbush closed on the
sale of its main office building and adjoining real estate resulting in an after-tax gain of approximately $4.9 million. Northfield Bancorp, Inc.
anticipates the transaction will be accretive to book value per share, tangible book value per share and earnings per share based on expected
cost savings estimates.

Stifel Nicolaus Weisel acted as financial advisor to Northfield Bancorp, Inc. and Kilpatrick Townsend & Stockton LLP acted as its legal
advisor. Sandler O’Neill + Partners, L.P. acted as financial advisor to Flatbush Federal Bancorp, Inc. and Nixon Peabody LLP acted as its legal
advisor.

About Northfield Bancorp, Inc. and Flatbush Federal Bancorp, Inc.

Northfield Bancorp, Inc. is the holding company for Northfield Bank, which was founded in 1887 and operates 23 full-service banking offices
in Staten Island and Brooklyn, New York and Middlesex and Union counties, New Jersey. For more information about Northfield Bank, please
visit www.eNorthfield.com .
Flatbush Federal Bancorp, Inc. is the holding company for Flatbush Federal Savings and Loan Association, which was founded in 1883 and
operates three full-service banking offices in Brooklyn, New York.

Forward-Looking Statements
This news release contains forward-looking statements. These forward-looking statements may include: management plans relating to the
transaction; the expected timing of the completion of the transaction; the ability to complete the transaction; the ability to obtain any required
regulatory, stockholder, member or other approvals; any statements of the plans and objectives of management for future or past operations,
products or services, including the execution of integration plans; any statements of expectation or belief; and any statements of assumptions
underlying any of the foregoing. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “outlook,” “estimate,” “forecast,” “project” and other similar words and expressions. Forward-looking statements are subject to
numerous assumptions, risks and uncertainties, which change over time. Forward-looking statements speak only as of the date they are
made. Neither Northfield Bancorp nor Flatbush Federal Bancorp assume any duty and do not undertake to update forward-looking
statements. Because forward-looking statements are subject to assumptions and uncertainties, actual results or future events could differ,
possibly materially, from those that Northfield Bancorp or Flatbush Federal Bancorp anticipated in its forward-looking statements and future
results could differ materially from historical performance. Factors that could cause or contribute to such differences include, but are not
limited to, the possibility: that expected benefits may not materialize in the timeframe expected or at all, or may be more costly to achieve; that
the transaction may not be timely completed, if at all; that before the completion of the transaction or thereafter, Northfield Bancorp’s and
Flatbush Federal Bancorp’s respective businesses may not perform as expected due to transaction-related uncertainty or other factors; that the
parties are unable to successfully implement integration strategies; that required regulatory, stockholder, member or other approvals are not
obtained or other closing conditions are not satisfied in a timely manner or at all; reputational risks and the reaction of the companies’
customers to the transaction; diversion of management time on merger-related issues; and those factors and risks referenced from time to time
in Northfield Bancorp’s and Flatbush Federal Bancorp’s filings with the Securities and Exchange Commission. For any forward-looking
statements made in this press release or in any documents, Northfield Bancorp and Flatbush Federal Bancorp claim the protection of the safe
harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

Additional Information About the Merger and Where to Find It
In connection with the proposed merger transaction, Northfield Bancorp will file with the Securities and Exchange Commission a Registration
Statement on Form S-4 that will include a Proxy Statement of Flatbush Federal Bancorp, and a Prospectus of Northfield Bancorp, as well as
other relevant documents concerning the proposed transaction. Stockholders are urged to read the Registration Statement and the Proxy
Statement/Prospectus regarding the merger when it becomes available and any other relevant documents filed with the Securities and
Exchange Commission, as well as any amendments or supplements to those documents, because they will contain important
information.
A free copy of the Proxy Statement/Prospectus, as well as other filings containing information about Northfield Bancorp and Flatbush Federal
Bancorp, may be obtained at the SEC’s Internet site (http://www.sec.gov). You will also be able to obtain these documents, free of charge,
from Northfield Bancorp at www.eNorthfield.com under the tab “Investor Relations,” within the section “SEC Filings” and then under the
heading “Documents.” Also you may obtain copies of these materials from Flatbush Federal Bancorp by contacting Chief Executive Officer,
Jesus R. Adia at (718) 677-4414.

Northfield Bancorp and Flatbush Federal Bancorp and certain of their directors and executive officers may be deemed to be participants in the
solicitation of proxies from the stockholders of Flatbush Federal Bancorp in connection with the proposed merger. Information about the
directors and executive officers of Northfield Bancorp is set forth in the proxy statement for Northfield Bancorp’s 2011 annual meeting of
stockholders, as filed with the SEC on a Schedule 14A on April 13, 2011. Information about the directors and executive officers of Flatbush
Federal Bancorp is set forth in the proxy statement for Flatbush Federal Bancorp’s 2011 annual meeting of shareholders, as filed with the SEC
on a Schedule 14A on March 28, 2011. Additional information regarding the interests of those participants and other persons who may be
deemed participants in the transaction may be obtained by reading the Proxy Statement/Prospectus regarding the proposed merger when it
becomes available. Free copies of this document may be obtained as described in the preceding paragraph.

For Northfield Bancorp:                                                    For Flatbush Federal Bancorp, Inc.:
Investor Contacts:                                                         Investor Contact:
Steven M. Klein,                                                           Jesus R. Adia
Chief Operating and Financial Officer                                      President and Chief Executive Officer
M. Eileen Bergin, Investor Relations                                       (718) 677-4414
(732) 499-7200

				
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