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): May 29, 2015
Astoria Financial Corporation
(Exact name of registrant as specified in its charter)
| Delaware | 001-11967 | 11-3170868 |
(State or other jurisdiction of
incorporation or organization) | (Commission File Number) | (IRS Employer
Identification No.) |
ONE ASTORIA BANK PLAZA, LAKE SUCCESS, NEW YORK 11042-1085
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:(516) 327-3000
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing 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(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨ 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))
On May 29, 2015, Astoria Financial Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated May 29, 2015, relating to 1,500,000 shares of the Company’s common stock that may be offered for sale pursuant to the Astoria Financial Corporation Dividend Reinvestment and Stock Purchase Plan (the “Plan”). The prospectus supplement, and the accompanying base prospectus dated May 29 2015, are part of the Company’s Registration Statement on Form S-3 (Registration No. 333-204555) filed with the SEC on May 29, 2015 (the “Registration Statement”). The validity opinion of Arnold & Porter LLP with respect to the shares of common stock to be issued pursuant to the Plan is being filed with this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
| 5.1 | Opinion of Arnold & Porter LLP. |
| 23.1 | Consent of Arnold & Porter LLP (included in Exhibit 5.1 hereto). |
signature
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.
| | ASTORIA FINANCIAL CORPORATION |
| | | |
| | By: | /s/ Theodore S. Ayvas |
| | | Theodore S. Ayvas |
| | | Vice President and |
| | | Director of Investor Relations |
Date: May 29, 2015
EXHIBIT INDEX
| Exhibit Number | | Description |
| | | |
| 5.1 | | Opinion of Arnold & Porter LLP. |
| | | |
| 23.1 | | Consent of Arnold & Porter LLP (included in Exhibit 5.1 hereto). |
