-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MLpe+qR++Wv3k+lUJ99MexmeFwfmskaeeL+Vgpce9FVAW6En1GN5x9fcywLWq8Bf kacuT2vigfhZ7hPGgxFrtQ== 0000909654-06-001467.txt : 20060707 0000909654-06-001467.hdr.sgml : 20060707 20060707153256 ACCESSION NUMBER: 0000909654-06-001467 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060707 DATE AS OF CHANGE: 20060707 EFFECTIVENESS DATE: 20060707 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHEAST COMMUNITY BANCORP INC CENTRAL INDEX KEY: 0001354772 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: X1 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-135645 FILM NUMBER: 06951195 BUSINESS ADDRESS: STREET 1: 325 HAMILTON AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10601 BUSINESS PHONE: 914-684-2500 MAIL ADDRESS: STREET 1: 325 HAMILTON AVENUE CITY: WHITE PLAINS STATE: NY ZIP: 10601 S-8 1 northeastcomms8july-06.txt 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 EX-23.1 2 northeastcomms8july06ex23-1.txt EXHIBIT 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference of our report dated March 31, 2006, on the financial statements of Northeast Community Bank as of December 31, 2005 and 2004, and for the years then ended, in the Registration Statement No. 333-132543 on Form S-8 filed with the Securities and Exchange Commission by Northeast Community Bancorp, Inc. with respect to Northeast Community Bank 401(k) Plan. /s/ Beard Miller Company LLP - ---------------------------- Beard Miller Company LLP Pine Brook, New Jersey July 6, 2006 EX-23.2 3 northeastcomms8july06ex23-2.txt EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We hereby consent to the incorporation by reference of our report dated February 25, 2004, on the statements of income, retained earnings and cash flows of Northeast Community Bank for the year ended December 31, 2003, in the Registration Statement on Form S-8 filed with the U.S. Securities and Exchange Commission by Northeast Community Bancorp with respect to the Northeast Community Bank 401(k) Plan. /s/ Sperry, Cuono, Holgate & Churchill, C.P.A.'s, P.C. - ------------------------------------------------------ Sperry, Cuono, Holgate & Churchill, C.P.A.'s, P.C. Lake Katrine, New York June 30, 2006 -----END PRIVACY-ENHANCED MESSAGE-----