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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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| ☒ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | For the Fiscal Year Ended December 31, 2020 |
OR
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| ☐ | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
| | For the transition period from _______________ to _________________ |
Commission File No. 001-35791
Northfield Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | | 80-0882592 |
| (State or other jurisdiction of | | (I.R.S. Employer |
| incorporation or organization) | | Identification No.) |
| | | | | | | | | | | | | | |
| 581 Main Street, | Woodbridge, | New Jersey | | 07095 |
| (Address of principal executive offices) | | (Zip Code) |
(732) 499-7200
(Registrant’s telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
| | | | | | | | |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Common Stock, par value $0.01 per share | NFBK | The NASDAQ Stock Market, LLC |
Securities Registered Pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | ☐ | | Accelerated filer | ☒ |
| Non-accelerated filer | ☐ | | Smaller reporting company | ☐ |
| Emerging growth company | ☐ | | | |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, computed by reference to price at which the common equity was last sold on June 30, 2020 was $509.8 million.
As of February 28, 2021, there were 51,763,101 outstanding shares of the registrant’s common stock.
DOCUMENTS INCORPORATED BY REFERENCE
None.
EXPLANATORY NOTE
This Amendment No. 1 of Form 10-K/A (this “Amendment”) to Northfield Bancorp, Inc.’s Annual Report on form 10-K for the fiscal year ended December 31, 2020, which was originally filed with the Securities and Exchange Commission on March 10, 2021 (the “Original Filing”), is being filed for the sole purpose of amending the signatures page. The Original Filing inadvertently included a retired director on the signatures page.
Except as described above, no changes have been made to the Original Filing and this Amendment does not modify, amend, or update in any way any financial or other information contained in the Original Filing. This Amendment does not reflect events that may have occurred subsequent to the Original Filing.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed as exhibits to this Amendment No. 1 under Item 15 of Part IV hereof.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
The following documents are filed as part of this report:
(a)(1) See the Original Filing
(2) The Exhibits below.
| | | | | |
| Exhibit No. | Exhibit |
| Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
| Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 * |
| |
| |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
* Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NORTHFIELD BANCORP, INC.
| | | | | | | | | | | | | | |
| Date: | May 7, 2021 | By: | /s/ Steven M. Klein |
| | | Steven M. Klein |
| | | President and Chief Executive Officer |
| | | (Duly Authorized Representative) |
Pursuant to the requirements of the Securities Exchange of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signatures | | Title | | Date |
| | | | |
| /s/ Steven M. Klein | | President and Chief Executive Officer (Principal Executive Officer) | | May 7, 2021 |
| Steven M. Klein | | |
| | | | |
| /s/ William R. Jacobs | | Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) | | May 7, 2021 |
| William R. Jacobs | | |
| | | | | |
| /s/ John W. Alexander | | Director | | May 7, 2021 |
| John W. Alexander | | |
| | | | | |
| /s/ Annette Catino | | Director | | May 7, 2021 |
| Annette Catino | | |
| | | | | |
| /s/ Gil Chapman | | Director | | May 7, 2021 |
| Gil Chapman | | |
| | | | | |
| /s/ John P. Connors, Jr | | Director | | May 7, 2021 |
| John P. Connors, Jr. | | |
| | | | |
| /s/ Timothy C. Harrison | | Director | | May 7, 2021 |
| Timothy C. Harrison | | |
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| /s/ Karen J. Kessler | | Director | | May 7, 2021 |
| Karen J. Kessler | | |
| | | | |
| /s/ Patrick L. Ryan | | Director | | May 7, 2021 |
| Patrick L. Ryan | | |
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/s/ Frank P. Patafio | | Director | | May 7, 2021 |
| Frank P. Patafio | | |
| | | | |
| /s/ Paul V. Stahlin | | Director | | May 7, 2021 |
| Paul V. Stahlin | | |