As filed with the Securities and Exchange Commission on March 4, 1999 Registration No. 333-48615 ================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM SB-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------- NORTHFIELD BANCORP, INC. (Name of Small Business Issuer in its charter) MARYLAND 6035 52-2098394 - -------------------- ---------------- ----------------- (State or other (Primary standard (I.R.S. employer jurisdiction of industrial identification incorporation or classification code number organization number 8005 HARFORD ROAD BALTIMORE, MARYLAND 21234 (410) 665-7900 - ---------------------------------------------------------------- (Address and telephone number of principal executive offices and principal place of business) G. RONALD JOBSON, PRESIDENT AND CHIEF EXECUTIVE OFFICER NORTHFIELD BANCORP, INC. 8005 HARFORD ROAD BALTIMORE, MARYLAND 21234 (410) 665-7900 - ---------------------------------------------------------------- (Name, address and telephone number of agent for service) COPIES TO: Gary R. Bronstein, Esquire Cynthia R. Cross, Esquire Housley Kantarian & Bronstein, P.C. 1220 19th Street, N.W., Suite 700 Washington, D.C. 20036 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: October 1, 1998. If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] The Registrant hereby removes from registration 137,537 shares of the Registrant's common stock, par value $0.01 per share (the "Common Stock"), which have not been issued as of the date hereof. Such shares of Common Stock are being removed from registration as such shares were not sold in the Offering. SIGNATURES In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SB-2 and authorized this registration statement to be signed on its behalf by the undersigned, in the City of Baltimore, State of Maryland, on March 3, 1999. NORTHFIELD BANCORP, INC. By: /s/ G. Ronald Jobson ------------------------------------ G. Ronald Jobson President and Chief Executive Officer (Duly Authorized Representative) In accordance with 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 stated. Signatures Title Date ---------- ----- ---- /s/ G. Ronald Jobson President, Chief Executive March 3, 1999 - --------------------- Officer and Director G. Ronald Jobson (Principal Executive Officer) /s/ John P. Sabol, Jr.* Vice President and Chief March 3, 1999 - ---------------------- Financial Officer John P. Sabol, Jr. (Principal Accounting and Financial Officer) /s/ Gary R. Bozel * Chairman of the Board March 3, 1999 - --------------------- Gary R. Bozel /s/ J. Thomas Hoffman* Director March 3, 1999 - --------------------- J. Thomas Hoffman /s/ E. Thomas Lawrence, Jr.* Director March 3, 1999 - ----------------------- E. Thomas Lawrence, Jr. /s/ David G. Rittenhouse* Director March 3, 1999 - ------------------------ David G. Rittenhouse /s/ William R. Rush* Director March 3, 1999 - ------------------------- William R. Rush * By: /s/ G. Ronald Jobson March 3, 1999 --------------------------- G. Ronald Jobson Attorney-in-fact