UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
FORM 10-K/A
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended September 30, 2007
or
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number0-25233
PROVIDENT NEW YORK BANCORP
(Exact name of Registrant as Specified in its Charter)
Delaware | 80-0091851 | |||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||
400 Rella Blvd., Montebello, New York | 10901 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(845) 369-8040
(Registrant’s Telephone Number, including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Class | Name of Each Exchange On Which Registered | |||
| Common Stock, par value $0.01 per share | The NASDAQ Stock Market, LLC | |||
Securities registered pursuant to Section 12(g) of the Act:None
Indicate by check mark if the Registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act Yes ¨ No þ
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No þ
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days Yes þ No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. ¨
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer – See definition of “accelerated and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one).
Large accelerated filer ¨ Accelerated filer þ Non-accelerated filer ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes¨ No þ
The aggregate market value of the voting stock held by non-affiliates of the Registrant, computed by reference to the closing price of the common stock as of March 31, 2007 was $511,864,123.
As of December 7, 2007 there were outstanding 40,461,198 shares of the Registrant’s common stock.
DOCUMENT INCORPORATED BY REFERENCE
Proxy Statement for the Annual Meeting of Stockholders (Part III) to be filed within 120 days after the end of the Registrant’s fiscal year ended September 30, 2007.
PROVIDENT NEW YORK BANCORP
FORM 10-K/A TABLE OF CONTENTS
September 30, 2007
| 1 | ||||
| PART II | 2 | |||
| Report of Management on Internal Control Over Financial Reporting | 3 | |||
| Signatures | 4 | |||
Provident New York Bancorp is filing this Amendment to its Annual Report on Form 10-K for the fiscal year ended September 30, 2007, filed with the Securities and Exchange Commission on December 13, 2007 solely for the purpose of inserting the date of signature included in Part II, Item 8, (A) Report of Management on Internal Control Over Financial Reporting. The conformed date was inadvertently omitted from the original filing. Except as discussed in this Explanatory Note, no other changes have been made to the original filing or the exhibits included therewith.
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ITEM 8. Financial Statements and Supplementary Data
The following are included in this item:
| (A) | Report of Management on Internal Control Over Financial Reporting |
| (B) | Report of Independent Registered Public Accounting Firm — Internal Control Over Financial Reporting |
| (C) | Report of Independent Registered Public Accounting Firm — Financial Statements |
| (D) | Report of KPMG — Prior Independent Registered Public Accounting Firm |
| (E) | Consolidated Statements of Financial Condition as of September 30, 2007 and 2006 |
| (F) | Consolidated Statements of Income for the years ended September 30, 2007, 2006 and 2005 |
| (G) | Consolidated Statements of Changes in Stockholders’ Equity for the years ended September 30, 2007, 2006 and 2005 |
| (H) | Consolidated Statements of Cash Flows for the years ended September 30, 2007, 2006 and 2005 |
| (I) | Notes to Consolidated Financial Statements |
The supplementary data required by this item (selected quarterly financial data) is provided in Note 20 of the Notes to Consolidated Financial Statements.
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Report of Management on Internal Control Over Financial Reporting
The Board of Directors and Stockholders
Provident New York Bancorp:
The management of Provident New York Bancorp (“the Company”) is responsible for establishing and maintaining effective internal control over financial reporting. The Company’s system of internal controls is designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements in accordance with U.S. generally accepted accounting principles.
All internal control systems have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management assessed the Company’s internal control over financial reporting as of September 30, 2007. This assessment was based on criteria for effective internal control over financial reporting established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, we have concluded that, as of September 30, 2007, the Company’s internal control over financial reporting is effective.
The Company’s independent registered public accounting firm has issued an audit report on the effective operation of the Company’s internal control over financial reporting as of September 30, 2007. This report appears on the following page.
| /s/ George Strayton | ||
| By: | George Strayton President and Chief Executive Officer (Principal Executive Officer) December 10, 2007 | |
| /s/ Paul Maisch | ||
| By: | Paul Maisch Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) December 10, 2007 | |
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Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Provident New York Bancorp has duly caused this amendment to its report to be signed on its behalf by the undersigned, there unto duly authorized.
| Provident New York Bancorp | ||||||
| Date: December 14, 2007 | By: | /s/ Paul A. Maisch | ||||
Paul A. Maisch Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) | ||||||
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