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As filed with the Securities and Exchange Commission on May 29, 2001
Registration No. 333-32881
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEW YORK COMMUNITY BANCORP, INC.
(exact name of registrant as specified in its charter)
DELAWARE 06-1377322
(state or other jurisdiction of (IRS Employer
incorporation or organization Identification No.)
615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
NEW YORK COMMUNITY BANCORP, INC.
1997 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
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Joseph R. Ficalora Copies to:
Chairman, President and Chief Executive Officer Eric S. Kracov, Esq.
New York Community Bancorp, Inc. Lawrence M.F. Spaccasi, Esq.
615 Merrick Avenue Muldoon Murphy & Faucette LLP
Westbury, New York 11590 5101 Wisconsin Avenue, N.W.
(516) 683-4100 Washington, DC 20016
(Name, address, including zip code, and telephone (202) 363-0840
number, including area code, of agent for service)
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. /X/
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Title of each Class of Proposed
Securities to be Amount to be Purchase Price Estimated Aggregate Registration
Registered Registered(1) Per Share Offering Price(2) Fee
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Common Stock 2,250,000
$.01 par Value Shares $32.85(2) $73,912,500 $18,478
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(1) 2,250,000 additional shares are being registered for issuance pursuant to the New York Community
Bancorp, Inc, 1997 Stock Option Plan, as amended ("Option Plan"). In addition, this Registration
Statement covers an indeterminate number of shares reserved for issuance pursuant to the Option Plan
as a result of any future stock split, stock dividend or similar adjustment of the outstanding Common
Stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule
457(c) under the Securities Act of 1933, as amended (the "Securities Act"), the price per share is
estimated to be $32.85 based upon the average trading price of the common stock, $.01 par value per
share (the "Common Stock"), of New York Community Bancorp, Inc. (the "Registrant"), as reported on
the Nasdaq National Market on May 23, 2001.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. Section 230.462.
Number of Pages ___
Exhibit Index begins on Page ___
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
The contents of the previously filed Registration Statement for New York
Community Bancorp, Inc. dated August 5, 1997 and subsequently amended on July
19, 2000 (Registration No. 333-32881), is hereby incorporated by reference. This
registration statement is being filed to register additional shares of New York
Community Bancorp, Inc. common stock.
Item 8. Exhibits
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The following exhibits are filed with or incorporated by reference into this
Registration Statement on Form S-8/A (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit
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4 Stock Certificate of New York Community Bancorp, Inc. (1)
5 Opinion of Muldoon Murphy & Faucette LLP, Washington, D.C.,
as to the legality of the common stock registered hereby.
10 New York Community Bancorp, Inc. 1997 Stock Option Plan (2)
23.1 Consent of KPMG LLP.
23.2 Consent of Muldoon Murphy & Faucette LLP (see Exhibit 5).
24 Power of attorney (see signature pages).
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(1) Incorporated herein by reference from the Exhibit of the same number
contained in the Registration Statement on Form S-1 (SEC No. 33-66852),
as amended, filed with the SEC on July 30, 1993 and declared effective on
October 1, 1993.
(2) Incorporated herein by reference from Exhibit A to the Proxy Statement on
form DEF 14A (SEC File No. 000-22278) filed with the SEC on March 20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, New York Community
Bancorp, Inc. hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8/A and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Westbury, State of New York, on May 29, 2001.
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Joseph R. Ficalora
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Joseph R. Ficalora
Chairman, President and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Ficalora) constitutes and appoints Joseph R. Ficalora, and
Mr. Ficalora constitutes and appoints Michael J. Lincks, as the true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to the Form S-8 Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
U.S. Securities and Exchange Commission, respectively, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and things requisite and necessary to be done as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Name Title Date
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/s/ Joseph R. Ficalora Chairman, President and May 29, 2001
----------------------- Chief Executive Officer
Joseph R. Ficalora (principal executive officer)
/s/ Michael J. Lincks Executive Vice President and May 29, 2001
----------------------- Corporate Secretary
Michael J. Lincks
/s/ Robert Wann Executive Vice President, Comptroller May 29, 2001
----------------------- and Chief Financial Officer
Robert Wann (principal accounting and financial
officer)
/s/ John A. Pileski Director May 29, 2001
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John A. Pileski
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/s/ Donald M. Blake Director May 29, 2001
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Donald M. Blake
/s/ Max L. Kupferberg Director May 29, 2001
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Max L. Kupferberg
/s/ Henry E. Froebel Director May 29, 2001
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Henry E. Froebel
/s/ Howard C. Miller Director May 29, 2001
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Howard C. Miller
/s/ Dominick Ciampa Director May 29, 2001
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Dominick Ciampa
/s/ Richard H. O'Neill Director May 29, 2001
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Richard H. O'Neill
/s/ Michael J. Levine Director May 29, 2001
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Michael J. Levine
/s/ Robert M. Sprotte Director May 29, 2001
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Robert M. Sprotte
/s/ Thomas J. Hartman Director May 29, 2001
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Msgr. Thomas J. Hartman