8-K 1 af4501.txt FORM 8-K ================================================================================ 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): January 17, 2006 ---------- ASTORIA FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) ---------- Delaware 001-11967 11-3170868 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (516) 327-3000 NOT APPLICABLE (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) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) [ ] 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)) ================================================================================ ITEMS 2 THROUGH 9 NOT APPLICABLE. ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. Option Grants to Outside Directors Pursuant to the terms of the 1999 Stock Option Plan For Outside Directors of Astoria Financial Corporation, (the "Plan"), which was approved by the shareholders of the Company at its Annual Meeting of Shareholders held on May 19, 1999, the following non-statutory stock options were automatically granted on January 17, 2006 to the non-management directors of the Company as follows: Name Title Options Granted ---------------------- ---------------------------- --------------- Andrew M. Burger Director 6,000 John J. Conefry, Jr. Vice Chairman and Director 6,000 Denis J. Connors Director and Chairman of 6,000 the Compensation Committee Robert J. Conway Director 6,000 Thomas J. Donahue Director and Chairman of 6,000 the Audit Committee Peter C. Haeffner, Jr. Director 6,000 Ralph F. Palleschi Director, Chairman of the 6,000 Nominating and Corporate Governance Committee, and Presiding Director Thomas V. Powderly Director 6,000 Leo J. Waters Director 6,000 The options granted have an exercise price per share of $29.79, the fair market value of the Company's Common Stock on the date of grant, a 10 year term and are exercisable upon grant. The options were otherwise granted on terms set forth in the Plan, as amended. -2- SIGNATURE 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. ASTORIA FINANCIAL CORPORATION By: /s/ Peter J. Cunningham. ----------------------------------- Peter J. Cunningham First Vice President and Director of Investor Relations Dated: January 18, 2006 -3-