Prospectus NORTHFIELD BANCORP, - 12-21-2012

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Prospectus NORTHFIELD BANCORP,  - 12-21-2012 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): December 20, 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 December 20, 2012, Northfield Bancorp, Inc. issued a press release announcing the results of its subscription and community offering
     of Northfield Bancorp, Inc., a Delaware corporation. A copy of the press release is attached as Exhibit 99 to this report.
     The press release attached as an exhibit to this Current Report pursuant to this Item 2.02 is being furnished to, and not filed with, the
     Securities and Exchange Commission.

Item 9.01.      Financial Statements and Exhibits.
     (a)     Not Applicable.
     (b)     Not Applicable.
     (c)     Not Applicable.
     (d)     Exhibits.

      Exhibit
       No.               Exhibit

     99                  Press release dated December 20, 2012
                                                                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: December 21, 2012                                                    By:   /s/ Steven M. Klein
                                                                                 Steven M. Klein
                                                                                 Chief Operating Officer and
                                                                                 Chief Financial Officer
             EXHIBIT 99

PRESS RELEASE DATED DECEMBER 20, 2012
                                                                                                                  Filed by Northfield Bancorp, Inc.
                                                                                              Pursuant to Rule 425 under the Securities Act of 1933
                                                                                                        Subject Company: Northfield Bancorp, Inc.
                                                                                                                               File No. 001-33732

Company Contact:
Steven M. Klein
Chief Operating and Financial Officer
Tel: (732) 499-7200 ext. 2510


         NORTHFIELD BANCORP, INC. ANNOUNCES RESULTS OF SUBSCRIPTION AND COMMUNITY OFFERING

Woodbridge, New Jersey, December 20, 2012 — Northfield Bancorp, Inc. (the “Company”) (NasdaqGS: NFBK-News), announced today the
results of the subscription and community offering of Northfield Bancorp, Inc., a Delaware corporation (“Northfield”), conducted in connection
with the Company’s proposed conversion from the mutual holding company to the stock holding company form of organization. The
subscription and community offering expired December 17, 2012. Based on preliminary figures, Northfield received orders for approximately
29 million shares of common stock, or $290 million, in the subscription and community offering. Commenting on the results, John W.
Alexander, Chairman and Chief Executive Officer of the Company, stated, “We are extremely pleased and gratified by the strong showing of
support for Northfield by our customers, shareholders and community.”

      Based on an independent appraisal of the estimated pro forma market value of Northfield as of October 12, 2012, Northfield is offering
31,025,000 to 41,975,000 shares of common stock at $10.00 per share. In order to complete the offering, the Board of Directors has determined
to increase the maximum purchase limitation for both individuals and groups from 300,000 shares to 600,000 shares and offer those persons
who subscribed for the initial maximum number of shares in the subscription offering the opportunity to increase their orders. Persons who
submitted orders in the community offering for the initial maximum number of shares may also be given the opportunity to increase their
orders. Only persons who previously ordered the maximum number of shares will be given the opportunity to increase their orders.

      The Company anticipates closing the offering at approximately the midpoint of the offering range. Accordingly, the Company currently
does not anticipate conducting any syndicated community offering or firm commitment public offering. In the event that shares remain
available for sale after persons who previously submitted maximum orders have had the opportunity to increase their orders, Northfield
Bancorp may extend the community offering and solicit additional purchasers. The community offering, if extended, may be terminated at any
time in the Company’s sole discretion and is subject to the Company’s right to accept or reject, in whole or in part, orders received in the
community offering.

      The closing of the conversion and offering remains subject to final regulatory, member and shareholder approvals. Subject to receipt of
those approvals, the Company anticipates closing the conversion and offering in early January, 2013.

     This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer is made only by the
prospectus when accompanied by a stock order form. The shares of common stock of Northfield are not savings accounts or savings
deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.

       This press release contains certain forward-looking statements about the conversion and reorganization. Forward-looking statements
include statements regarding anticipated future events and can be identified by the fact that they do not relate strictly to historical or current
facts. They often include words such as “believe,”
“expect,” “anticipate,” “estimate,” and “intend” or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.”
Forward-looking statements, by their nature, are subject to risks and uncertainties. Certain factors that could cause actual results to differ
materially from expected results include delays in consummation of the conversion and reorganization, difficulties in selling the shares of stock
or in selling the shares of stock within the expected time frame, increased competitive pressures, changes in the interest rate environment,
general economic conditions or conditions within the securities markets, changes in tax rates or negotiations with respect to avoiding the “fiscal
cliff,” and legislative and regulatory changes that could adversely affect our business.

     The Company has filed a proxy statement/prospectus concerning the conversion with the Securities and Exchange Commission.
Stockholders of the Company are urged to read the proxy statement/prospectus because it contains important information. Investors
are able to obtain all documents filed with the Securities and Exchange Commission by the Company and Northfield free of charge at
the Securities and Exchange Commission’s website, www.sec.gov. In addition, documents filed with the Securities and Exchange
Commission by the Company and Northfield are available free of charge from the Corporate Secretary of the Company at 581 Main
Street, Suite 810, Woodbridge, New Jersey 07095, Attention: Corporate Secretary.

      The directors, executive officers, and certain other members of management and employees of the Company are participants in
the solicitation of proxies in favor of the conversion from the stockholders of the Company Information about the directors and
executive officers of the Company is included in the proxy statement/prospectus filed with the Securities and Exchange Commission.

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