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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) September 26, 2000
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ROSLYN BANCORP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-28886 11-3333218
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(State or other Jurisdiction of (Commission (IRS Employer
Incorporation or Organization) File Number) Identification No.)
One Jericho Plaza, Jericho, New York 11753
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(Address of Principal Executive Offices) (Zip Code)
(516) 942-6000
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(Registrant's Telephone Number, including Area Code)
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
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On September 29, 2000, Roslyn Bancorp, Inc. (the "Company") filed a
registration statement on Form 8-A with the Securities and Exchange Commission
in connection with its Stockholder Protection Rights Agreement, dated as of
September 26, 2000, between the Company and Registrar and Transfer Company, as
Rights Agent (the "Rights Agreement"). Under the Rights Agreement each
stockholder of record as of October 10, 2000 will receive a dividend of one
right ("Right") for each outstanding share of common stock, par value $0.01 of
the Company (the "Common Stock") they own. Each Right entitles the registered
holder to purchase from the Company one one- thousandth of one share of Series A
Junior Participating Preferred Stock at an exercise price of $75.00, subject to
adjustment. The description and terms of the Rights are set forth in the Rights
Agreement, a copy of which is attached as Exhibit 4.1 to the Form 8-A filed with
the SEC on September 29, 2000.
The foregoing summary of the Rights Agreement is not complete and is
qualified in its entirety by reference to the complete text of such document
filed as an exhibit herewith and incorporated herein by reference.
ITEM 7(C). FINANCIAL STATEMENTS AND EXHIBITS.
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Exhibit 4.1 Stockholder Protection Rights Agreement, dated as of September
26, 2000, between Roslyn Bancorp, Inc. and Registrar and
Transfer Company, as Rights Agent(1)
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(1)Incorporated by reference into this document from Exhibits to the Company's
Form 8-A, Commission File No. 0-28886, filed with the Securities and Exchange
Commission on September 29, 2000.
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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.
ROSLYN BANCORP, INC.
Dated: October 12, 2000 By: /s/ Joseph L. Mancino
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Joseph L. Mancino
Vice Chairman of the Board of Directors,
President and Chief Executive Officer
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EXHIBIT INDEX
Exhibit 4.1 Stockholder Protection Rights Agreement, dated as of September
26, 2000, between Roslyn Bancorp, Inc. and Registrar and
Transfer Company, as Rights Agent(1)
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(1)Incorporated by reference into this document from Exhibits to the Company's
Form 8-A, Commission File No. 0-28886, filed with the Securities and Exchange
Commission on September 29, 2000.
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