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): February 8, 2006
SOUND FEDERAL BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-24811 22-3887679
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(State or Other Jurisdiction) (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
1311 Mamaroneck Avenue, Suite 190, White Plains, New York 10605
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (914) 761-3636
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Not Applicable
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] 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))
Item 1.01 Entry into a Definitive Material Agreement.
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On February 8, 2006, the Company entered into an Agreement and Plan of
Merger ("Merger Agreement'); whereby it would be acquired by Hudson City
Bancorp, Inc. Shareholders of the Company will receive $20.75 for each of their
shares of Company common stock.
The Merger Agreement and Press Release are filed as Exhibits.
Item 9.01 Financial Statements and Exhibits
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(a) Financial Statements of businesses acquired. Not Applicable.
(b) Pro forma financial information. Not Applicable.
(c) Exhibits.
The following Exhibits are attached as part of this report:
99 Press Release dated February 9, 2006
10.1 Agreement and Plan of Merger by and between Hudson
City Bancorp, Inc. and Sound Federal Bancorp, Inc.
SIGNATURES
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.
SOUND FEDERAL BANCORP, INC.
DATE: February 8, 2006 By: /s/ Anthony J. Fabiano
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Anthony J. Fabiano
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99 Press Release dated February 9, 2006
10.1 Agreement and Plan of Merger by and between Hudson
City Bancorp, Inc. and Sound Federal Bancorp, Inc.