S-1MEF

As filed with the Securities and Exchange Commission on April 10, 2017.
		Registration No. 333-_____
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
	FORM S-1
	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
STEWARDSHIP FINANCIAL CORPORATION
(Exact name of Registrant as specified in its charter)
New Jersey (State or Other Jurisdiction of Incorporation or Organization)	6022 (Primary Standard Industrial Classification Code Number)	22-3351447 (I.R.S. Employer Identification Number)
Stewardship Financial Corporation 630 Godwin Avenue Midland Park, New Jersey 07432 Telephone: (201) 444-7100 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Paul Van Ostenbridge President and Chief Executive Officer Claire M. Chadwick Executive Vice President and Chief Financial Officer Stewardship Financial Corporation 630 Godwin Avenue Midland Park, New Jersey 07432 Telephone: (201) 444-7100 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:

Michele F. Vaillant, Esq. Howard M. Berkower, Esq. McCarter & English, LLP Four Gateway Center, 100 Mulberry Street Newark, NJ 07102 Phone: (973) 622-4444 Fax: (973) 624-7070 Kevin M. Houlihan, Esq. Mark. R. Goldschmidt, Esq. Holland & Knight LLP 800 17^th Street N.W., Suite 1100 Washington, D.C. 20006 Phone: (202) 955-3000 Fax: (202) 955- 5564

Approximate date of commencement of proposed sale of the securities to the public:

As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. [ ]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. (Registration Statement No. 333-216878).

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 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. [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X]

CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Common Stock, no par value	$3,450,000.00(1)	$399.86(2)

(1)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. Estimate includes the offering price of shares subject to the underwriter’s option to purchase additional shares.
(2)	The registrant previously registered shares of its common stock having a proposed maximum aggregate offering price of $17,250,000 on a Registration Statement on Form S-1 (File No. 333-216878), which was declared effective April 10, 2017. In accordance with Rule 462(b) promulgated under the Securities Act, additional shares having a proposed aggregate maximum offering price of $3,450,000.00 are hereby registered, which includes shares issuable upon exercise of the underwriters’ option to purchase additional shares.
This Registration Statement shall become effective in accordance with Rule 462(b) under the Securities Act of 1933.

EXPLANATORY NOTE

The registration statement is being filed with the Securities and Exchange Commission (the “Commission”) by Stewardship Financial Corporation (the “Company”) pursuant to Rule 462(b) and General Instruction V of Form S-1, both as promulgated under the Securities Act of 1933, as amended, for the purposes of registering additional shares of common stock, no par value, of Stewardship Financial Corporation having a maximum aggregate offering price of $3,450,000.

This registration statement relates to the public offering of common stock contemplated by the Registration Statement on Form S-1 (File No. 333-216878) filed by the Company with the Commission, as amended, including each of the documents included therein or incorporated by reference therein and all exhibits thereto, which was declared effective by the Commission on April 10, 2017 and the contents of which are incorporated herein by reference into, and shall be deemed part of, this registration statement. This registration statement includes the registration statement facing page, this page, the signature page, an exhibit index, an opinion of counsel regarding the legality of the securities being registered and a related consent and the consent of the Company’s independent registered public account firm.

The Company hereby certifies to the Commission that (i) it has instructed its bank to pay to the Commission the filing fee set forth on the cover page of this registration statement by wire transfer of such amount to the Commission’s account at U.S. Bank as soon as practicable (but no later than the close of business on April 11, 2017, (ii) it will not revoke such instruction, (iii) it has sufficient funds in the relevant account to cover the amount of such filing fee, and (iv) it will confirm receipt of such instructions by its bank during the bank’s regular business hours no later than April 11, 2017.

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in Midland Park, New Jersey, on the 10th day of April, 2017.

STEWARDSHIP FINANCIAL CORPORATION

By: /s/ PAUL VAN OSTENBRIDGE

Paul Van Ostenbridge

President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities on the 10th day of April, 2017.

Name	Title	Date
/s/ Paul Van Ostenbridge	Chief Executive Officer	April 10, 2017
Paul Van Ostenbridge	and Director
	(Principal Executive Officer)
/s/ Claire M. Chadwick	Chief Financial Officer	April 10, 2017
Claire M. Chadwick	(Principal Financial Officer and
	(Principal Accounting Officer)
*	Director	April 10, 2017
Wayne Aoki
*	Chairman	April 10, 2017
Richard W. Culp
*	Director	April 10, 2017
William Hanse
*	Director	April 10, 2017
Margo Lane
*	Director	April 10, 2017
John C. Scoccola
*	Director	April 10, 2017
John L. Steen
*	Secretary and Director	April 10, 2017
Robert Turner

Name	Title	Date
*	Director	April 10, 2017
William J. Vander Eems
*	Director	April 10, 2017
Michael Westra
*	Vice Chairman	April 10, 2017
Howard Yeaton

* Claire M. Chadwick, by signing her name hereto, does hereby sign this document on behalf of each of the above-named directors of the Registrant pursuant to powers of attorney duly executed by such persons.

By: /s/ Claire M. Chadwick

Claire M. Chadwick

Attorney-in-Fact

23.0	Consent of KPMG LLP
23.1	Consent of McCarter & English, LLP (contained in Exhibit 5.1)
24.1	Power of Attorney (included in Registrant’s Registration Statement on Form S-1 (File No. 333-216878))

EX-5.1

Exhibit 5.1

McCarter& English, LLP

Four Gateway Center

100 Mulberry Street

Newark, NJ 07102

April 10, 2017

Stewardship Financial Corporation

630 Godwin Avenue

Midland Park, New Jersey 07432

Dear Sirs:

We have acted as counsel for Stewardship Financial Corporation, a New Jersey corporation (the “Company”), in connection with the registration of shares of the Company’s common stock, without per value (the “Shares”) pursuant to the Registration Statement on Form S-1 (the “Registration Statement”) being filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”). The Registration Statement registers the offer and sale of Shares having an aggregate offering price of up to $20,700,000.

This opinion letter is being delivered in a accordance with the requirements of item 601(b)(5) of Regulation S-K under the Act.

For purposes of this opinion letter, we have examined, and relied as to matters of fact upon, the originals, or copies certified or otherwise identified to our satisfaction, of the Certificate of Incorporation and Amended and Restated By-laws of the Company, and such other certificates, records, instruments and documents, and have made such other and further investigations, as we have deemed necessary or appropriate to enable us to express the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such latter documents.

Based upon and subject to the foregoing and the additional qualifications set forth below, we are of the opinion that the shares, when issued by the Company as contemplated by the Registration Statement will be legally issued, fully paid and non-assessable.

The issuance of the Shares is subject to the continuing effectiveness of the Registration Statement and the qualification, or exemption from registration, of such Shares under certain state securities laws.

This opinion is limited to the laws of the State of New Jersey and no opinion is expressed as to the laws of any other jurisdiction. The opinion expressed herein does not extend to compliance with federal and state securities laws relating to the sale of Shares.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act and the regulations promulgated thereunder.

Very truly yours,

/s/ McCarter & English, LLP

MCCARTER & ENGLISH, LLP

EX-23.0

Exhibit 23.0

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Stewardship Financial Corporation

We consent to the use of our report dated March 22, 2017 with respect to the consolidated statements of financial condition of Stewardship Financial Corporation and Subsidiary (the Corporation) as of December 31, 2016 and 2015, and the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for the years then ended incorporated by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 and to the reference to our firm under the heading “Experts” in the Preliminary Prospectus.

/s/ KPMG LLP

Short Hills, New Jersey

April 10, 2017