As filed with the Securities and Exchange Commission on July 7, 2006.
Registration No.333-132543
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NORTHEAST COMMUNITY BANCORP, INC.
(exact name of registrant as specified in its charter)
UNITED STATES BEING APPLIED FOR
- ------------------------------------- ---------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
325 HAMILTON AVENUE
WHITE PLAINS, NEW YORK 10601
(914) 684-2500
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
NORTHEAST COMMUNITY BANK 401(K) PLAN
(Full Title of the Plan)
-------------------------------
COPIES TO:
KENNETH A. MARTINEK CHRISTINA M. GATTUSO, ESQ.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ERIC S. KRACOV, ESQ.
NORTHEAST COMMUNITY BANCORP, INC. MULDOON MURPHY & AGUGGIA LLP
325 HAMILTON AVENUE 5101 WISCONSIN AVENUE, N.W.
WHITE PLAINS, NEW YORK 10601 WASHINGTON, D.C. 20016
(914) 684-2500 (202) 362-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
===================================================================================================================
Title of each Class of Amount Proposed Maximum Proposed Maximum Amount of
Securities to be to be Registered Offering Price Per Aggregate Offering Registration Fee
Registered (1) Share Price(2)
- -------------------------------------------------------------------------------------------------------------------
Common Stock
$.01 par Value 346,511 Shares $10.92 (3) $3,783,905 $405
- -------------------------------------------------------------------------------------------------------------------
Participation
Interests (4) (5)
===================================================================================================================
(1) Together with an indeterminate number of additional shares which may be
necessary to adjust the number of shares reserved for issuance pursuant to
the Northeast Community Bank 401(k) Plan (the "Plan") as the result of a
stock split, stock dividend or similar adjustment of the outstanding common
stock of the Company (the "Common Stock") pursuant to 17 C.F.R. ss.
230.416(a).
(2) Estimated solely for the purpose of calculating the registration fee.
(3) The average of the high and low price of the Common Stock as reported on
July 6, 2006 in accordance with 17 C.F.R. ss. 230.457(c).
(4) In addition, pursuant to 17 C.F.R. ss. 230.416(c), this Registration
Statement also covers an indeterminate amount of interests to be offered or
sold pursuant to the Plan, based upon the maximum amount that could be
issued under the Plan pursuant to 17 C.F.R. ss. 230.457(h).
(5) In accordance with 17 C.F.R. ss. 230.457(h), where securities are to be
offered pursuant to an employee benefit plan, the aggregate offering price
and the amount of the registration fee shall be computed with respect to
the maximum number of shares of Common Stock that may be purchased with the
current assets of such Plan. Accordingly, no separate fee is required for
the participation interests.
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY UPON FILING IN
ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933, AS AMENDED, (THE
"SECURITIES ACT") AND 17 C.F.R. SS. 230.462.
NORTHEAST COMMUNITY BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. The documents containing the information for the Northeast
Community Bank 401(k) Plan (the "Plan") specified by Part I of this Registration
Statement will be sent or given to the participants in the Plan as specified by
Rule 428(b)(1). Such documents need not be filed with the Securities and
Exchange Commission (the "SEC") either as a part of this Registration Statement
or as a prospectus or prospectus supplement pursuant to Rule 424 in reliance on
Rule 428. Such documents and the information incorporated by reference pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus for the Registration Statement.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed or to be filed by Northeast Community
Bancorp, Inc. (the "Registrant" or the "Subsidiary Holding Company") with the
SEC are incorporated by reference in this Registration Statement:
(a) The Prospectus filed with the SEC by the Registrant (Registration
No. 333-132543) pursuant to Rule 424(b)(3) on May 12, 2006, which includes: (1)
the statements of financial condition of Northeast Community Bank as of December
31, 2005, and 2004, and the related statements of income, retained earnings, and
cash flows for each of the years in the two-year period ended December 31, 2005,
and the related notes and report of Beard Miller Company LLP and (2) the
statements of income, retained earnings and cash flows of Northeast Community
Bank for the year ended December 31, 2003, and the related notes and report of
Sperry, Cuono, Holgate & Churchill, C.P.A.'s, P.C., independent auditors.
(b) The description of the Registrant's common stock contained in
Registrant's Form 8-A (File No.000-51852), as filed with the SEC pursuant to
Section 12(g) of the Securities Exchange Act of 1934 (the "Exchange Act"), and
rule 12b-15 promulgated thereunder, on March 21, 2006, as incorporated by
reference to the Registrant's Form S-1 (File No. 333-132543) and declared
effective on May 23, 2006.
(c) The Plan's annual report on Form 11-K for the fiscal year ended
December 31, 2005, as filed with the SEC on July 7, 2006.
(d) All documents filed by the Registrant and the Plan, where
applicable, pursuant to Sections 13(a) or 15(d) of the Exchange Act after the
date hereof and prior to the filing of a post-effective amendment which
deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A
DOCUMENT INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE
DEEMED TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT
TO THE EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY
FILED DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY
REFERENCE HEREIN, MODIFIES OR SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO
MODIFIED OR SUPERSEDED SHALL NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED,
TO CONSTITUTE A PART OF THIS REGISTRATION STATEMENT.
2
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock to be offered pursuant to the Plan has been registered
pursuant to Section 12(g) of the Exchange Act. Accordingly, a description of the
Common Stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS AND PLAN ADMINISTRATOR
The Registrant shall indemnify its directors and employees in
accordance with the following provision from the Registrant's Bylaws:
ARTICLE XII.
INDEMNIFICATION
The Subsidiary Holding Company shall indemnify all officers, directors
and employees of the Subsidiary Holding Company, and their heirs, executors and
administrators, to the fullest extent permitted under federal law against all
expenses and liabilities reasonably incurred by them in connection with or
arising out of any action, suit or proceeding in which they may be involved by
reason of their having been a director or officer of the Subsidiary Holding
Company, whether or not they continue to be a director or officer at the time of
incurring such expenses or liabilities, such expenses and liabilities to
include, but not be limited to, judgments, court costs and attorneys' fees and
the cost of reasonable settlements.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
None.
ITEM 8. EXHIBITS
The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to the
Exhibit Table in Item 601 of Regulation S-K).
List of Exhibits (filed herewith unless otherwise noted):
10 Northeast Community Bank 401(k) Plan (1)
23.1 Consent of Beard Miller Company LLP
23.2 Consent of Sperry, Cuono, Holgate & Churchill, C.P.A.'s, P.C.
24 Power of Attorney (contained on the signature pages).
____________________
(1) Incorporated by reference from Exhibit 10.3 of the Registrant's Form S-1
(File No. 333-132543) filed with the SEC on March 17, 2006.
3
ITEM 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement unless the information or prospectus required by (i)
and (ii) is contained in periodic reports filed by the
Registrant pursuant to Section 13(a) or 15(d) of the Exchange
Act that are incorporated by reference into this Registration
Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration
Statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the Registration Statement or any material change to
such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new Registration Statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to trustees, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that, in the opinion of the SEC, such
indemnification is against public policy as expressed in such Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a trustee, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
trustee, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
The Registrant has submitted or will submit the Plan and amendments
thereto to the IRS in a timely manner and has made or will make all changes
required by the IRS in order to qualify the Plan.
4
SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act of 1933, Northeast
Community Bancorp, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in White Plains, New York on July 7, 2006.
NORTHEAST COMMUNITY BANCORP, INC.
By: /s/ Kenneth A. Martinek
-------------------------------------
Kenneth A. Martinek
President and Chief Executive Officer
(principal executive officer)
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Martinek) constitutes and appoints Kenneth Martinek, and
Mr. Martinek hereby constitutes and appoints Salvatore Randazzo, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any or all amendments to the Form S-8 Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Northeast States Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully, and to all intents and purposes, as he might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitute, may lawfully do or cause to be
done by virtue hereof.
Pursuant to 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 indicated.
Name Title Date
---- ----- ----
/s/ Kenneth A. Martinek Chairman of the Board, President July 7, 2006
- --------------------------- and Chief Executive Officer
Kenneth A. Martinek (principal executive officer)
/s/ Salvatore Randazzo Executive Vice President, Chief July 7, 2006
- --------------------------- Financial Officer and Treasurer
Salvatore Randazzo (principal accounting and financial
officer)
/s/ Charles A. Martinek Assistant Vice President, Commercial July 7, 2006
- --------------------------- Loan Officer, and Director
Charles A. Martinek
5
Name Title Date
---- ----- ----
/s/ Diane B. Cavanaugh Director July 7, 2006
- ---------------------------
Diane B. Cavanaugh
/s/ Arthur M. Levine Director July 7, 2006
- ---------------------------
Arthur M. Levine
/s/ Harry A.S. Read Director July 7, 2006
- ---------------------------
Harry (Jeff) A.S. Read
/s/ Linda M. Swan Director July 7, 2006
- ---------------------------
Linda M. Swan
/s/ Kenneth H. Thomas Director July 7, 2006
- ---------------------------
Kenneth H. Thomas
6
THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Northeast Community Bank 401(k)
Plan) have duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in White Plains, New York on July
7, 2006.
NORTHEAST COMMUNITY BANK 401(K) PLAN
By: /s/ Donna Lockwood
-------------------------
Plan Administrator
7
EXHIBIT INDEX
Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
- ------------------ -------------------------------------- ----------------------------------------- -----------------
10 Northeast Community Bank 401(k) Plan Incorporated by reference.
23.1 Consent of Beard Miller Company LLP Filed herewith.
23.2 Consent of Sperry, Cuono, Holgate & Filed herewith.
Churchill, C.P.A.'s, P.C.
24 Power of Attorney Located on the signature page.
8