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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Northfield Bancorp, inc.
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(Exact Name of Registrant as Specified in Its Charter)
Maryland 52-2098394
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(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
8005 Harford Road, Baltimore, Maryland 21234
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. [ ]
If this Form relates to the registration of a class of debt
securities and is to become effective simultaneously with the
effectiveness of a concurrent registration statement under the
Securities Act of 1933 pursuant to General Instruction A(c)(2)
please check the following box. [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The information required by this Item is included under the
captions "Description of Capital Stock" (pages 89-91),
"Dividends" (pages 10-11), "Market for the Common Stock" (page
11), "Restrictions on Acquisitions of the Company" (pages 84-89),
"The Conversion -- Restrictions on Sales and Purchases of Shares
by Directors and Officers" (pages 32-33), "The Conversion --
Effect of Conversion to Stock Form on Depositors and Borrowers of
Northfield Federal Savings -- Liquidation Account" (pages 21-22)
and "The Conversion -- Restrictions on Repurchase of Shares"
(page 32) of the Prospectus included as part of the Registrant's
Registration Statement on Form SB-2, File No. 333-48615, declared
effective on September 22, 1998 (the "Form SB-2").
Item 2. Exhibits.
The following documents are either filed or incorporated by
reference as exhibits to this registration statement as
indicated:
1. Specimen Common Stock Certificate of Northfield
Bancorp, Inc.
2. (a) Articles of Incorporation of Northfield Bancorp,
Inc. (incorporated by reference to Exhibit 3.1
to the Form SB-2 (File No. 333-48615)).
(b) Bylaws of Northfield Bancorp, Inc. (incorporated
by reference to Exhibit 3.2 to the Form SB-2
(File No. 333-48615)).
(c) Plan of Conversion of Northfield Federal Savings
(incorporated by reference to Exhibit 99.2 to
the Form SB-2 (File No. 333-48615)).
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EXHIBIT INDEX
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Exhibit
Number
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1 Specimen Common Stock Certificate of Northfield
Bancorp, Inc.
2(a) Articles of Incorporation of Northfield Bancorp, Inc.
(incorporated by reference to Exhibit 3.1 to the
Form SB-2)
2(b) Bylaws of Northfield Bancorp, Inc. (incorporated by
reference to Exhibit 3.2 to the Form SB-2)
2(c) Plan of Conversion of Northfield Federal Savings
(incorporated by reference to Exhibit 99.2 to the
Form SB-2)
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Northfield Bancorp, Inc.
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(Registrant)
Date: November 12, 1998 By:/s/ G. Ronald Jobson
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G. Ronald Jobson
President and Chief Executive
Officer
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COMMON STOCK
NUMBER ___ ___ SHARES
NORTHFIELD BANCORP, INC.
BALTIMORE, MARYLAND
Incorporated under the laws of the State of Maryland
CUSIP 666114 10 3
This certifies that
is the owner of
FULLY PAID AND NON-ASSESSABLE SHARES OF COMMON STOCK, PAR VALUE
$0.01 PER SHARE, OF
Northfield Bancorp, Inc. (the "Corporation"), a Maryland
corporation. The shares represented by this certificate are
transferable only on the stock transfer books of the Corporation
by the holder of record hereof, or by his duly authorized
attorney or legal representative, upon the surrender of this
certificate property endorsed. This certificate is not valid
until countersigned and registered by the Corporation's transfer
agent and registrar.
IN WITNESS WHEREOF, the Corporation has caused this certificate
to be executed by the facsimile signatures of its duly authorized
officers and has caused a facsimile of its corporate seal to be
hereunto affixed.
Dated:
/s/ J. Thomas Hoffman /s/ G. Ronald Jobson
____________________________ _____________________
J. Thomas Hoffman G. Ronald Jobson
Secretary President and Chief
Executive Officer
Countersigned and Registered:
By: /s/ REGISTRAR AND TRANSFER
COMPANY (CRANFORD, NJ)
_____________________________
Transfer Agent and Registrar
_____________________________
Authorized Signature
[CORPORATE SEAL]
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The shares represented by this certificate are issued
subject to all the provisions of the Articles of Incorporation
and Bylaws of the Corporation as from time to time amended
(copies of which are on file at the principal executive office of
the Corporation), to all of which the holder by acceptance hereof
assents.
The Corporation will furnish without charge to each
stockholder who so requests, the powers, designations,
preferences and relative participating, optional or other special
rights of each class of stock or series thereof, and the
qualifications, limitations or restrictions of such preferences
and/or rights. Such request may be made in writing to the
Secretary of the Corporation.
The Corporation's Articles of Incorporation include a
provision which prohibits any person from directly or indirectly
acquiring or offering to acquire the beneficial ownership of more
than 10% of any class of equity security of the Corporation,
unless such offer or acquisition shall have been approved in
advance by a two-thirds vote of the Continuing Directors of the
Corporation, as defined in Article XIV of the Articles of
Incorporation. This provision does not apply to the purchase of
shares by underwriters in connection with a public offering, the
granting of proxies to certain directors of the Corporation by
stockholders of the Corporation or the acquisition of shares by
an employee benefit plan of the Corporation or a subsidiary.
Such provision eliminates the voting rights of securities
acquired in violation of the provision. Such provision will
expire five years from the effective date of completion of the
conversion of Northfield Federal Savings, Baltimore, Maryland
(the "Association") from mutual to stock form. The Articles of
Incorporation also impose certain restrictions on the voting
rights of beneficial owners of more than 10% of any class of
equity security of the Corporation after five years from the date
of completion of the conversion of the Association from mutual to
stock form. The Corporation will furnish without charge to each
stockholder who so requests additional information with respect
to such restrictions. Such request may be made in writing to the
Secretary of the Corporation.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not
as tenants in common
UNIF TRANSFER MIN ACT - ..........Custodian.......... under
(Cust) (Minor)
Uniform Transfers to Minors Act.......................
(State)
Additional abbreviations may also be used though not in the
above list.
For value received, _______________________________ hereby
sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________
/_______________________________/
_________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE)
_________________________________________________________________
__________________________________________________________ Shares
of the common stock evidenced by this certificate, and do hereby
irrevocably constitute and appoint ____________________________,
Attorney, to transfer the said shares on the books of the
Corporation, with full power of substitution.
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Dated _______________________ _____________________________
Signature
_____________________________
Signature
___________________________
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST
CORRESPOND WITH THE NAME OF THE STOCKHOLDER(S)
AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN
EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER.
SIGNATURE(S) GUARANTEED: ___________________________
THE SIGNATURE(S) SHOULD BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN
ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE
GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
