S-3/A

As filed with the Securities and Exchange Commission on April 14, 2014

Registration No. 333-195182

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

FLUSHING FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 11-3209278 (I.R.S. Employer Identification Number)

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

(718) 961-5400

(Address, including zip code, and telephone number, including area code, of

registrant’s principal executive offices)

____________________

John R. Buran

President and Chief Executive Officer

Flushing Financial Corporation

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

(718) 961-5400

(Name, address, including zip code, and telephone number, including area code,

of agent for service)

____________________

With a copy to:

Gary J. Simon

Hughes Hubbard & Reed LLP

One Battery Park Plaza

New York, New York 10004

212-299-6000

____________________

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as the Registrant shall determine.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]

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, as amended (the “Securities Act”) other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]

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 statement number of the earlier effective registration statement for the same offering. [_]

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. [_]

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. [_]

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.

Large Accelerated Filer [_]                                                   Accelerated Filer [X]

Non-accelerated Filer [_]                                                      Smaller reporting Company [_]

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

Explanatory Note

This Amendment No. 1 (this “Amendment”) to Form S-3 Registration Statement (No. 333-195182) filed by Flushing Financial Corporation (the “Form S-3”) is filed solely to amend Item 16 of Part II of the Form S-3 to attach new Exhibit 5.1, Opinion of Hughes Hubbard & Reed LLP.   This Amendment does not modify or update the Form S-3 in any other way.

Item 16. Exhibits

Exhibit No.	Description
1.1*	Form of Underwriting Agreement
3.1	Certificate of Incorporation of Flushing Financial Corporation (incorporated by reference to Exhibits filed with the Registration Statement on Form S-1 filed September 1, 1995, Registration No. 33-96488)
3.2	Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (incorporated by reference to Exhibits filed with Form S-8 filed May 31, 2002)
3.3	Certificate of Amendment to Certificate of Incorporation of Flushing Financial Corporation (incorporated by reference to Exhibits filed with Form 10-K for the year ended December 31, 2011)
3.4	Amended and Restated Bylaws of Flushing Financial Corporation (incorporated by reference to Exhibit filed with Form 8-K filed December 18, 2013)
3.5	Certificate of Designations of Series A Junior Participating Preferred Stock of Flushing Financial Corporation (incorporated by reference to Exhibits filed with Form 10-Q for the quarter ended September 30, 2002)
3.6	Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock of Flushing Financial Corporation (incorporated by reference to Exhibit filed with Form 8-K filed September 26, 2006)
3.7	Certificate of Designation relating to the Fixed Rate Cumulative Perpetual Preferred Stock Series B (incorporated by reference to Exhibits filed with Form 8-K filed December 23, 2008)
4.1**	Form of Indenture for Senior Notes
4.2**	Form of Indenture for Subordinated Notes
4.3*	Form of Preferred Stock Certificate of Designation and related Form of Specimen Certificate for Registrant’s Preferred Stock
4.4*	Form of Warrant Agreement
4.5*	Form of Warrant Certificate
4.6	Rights Agreement, dated as of September 8, 2006, between Flushing Financial Corporation and Computershare Trust Company N.A., as Rights Agent, which includes the form of Certificate of Increase of Shares Designated as Series A Junior Participating Preferred Stock as Exhibit A, form of Right Certificate as Exhibit B and the Summary of Rights to Purchase Preferred Stock as Exhibit C  (incorporated by reference to Exhibit filed with Form 8-K filed September 11, 2006)
5.1	Opinion of Hughes Hubbard & Reed LLP regarding legality of securities being registered
8.1*	Opinion with respect to tax matters.
12.1	Statements re computation of ratios of earnings to fixed charges (see Page 6 of this Registration Statement)
23.1	Consent of Hughes Hubbard & Reed LLP (included in Exhibit 5.1)
23.2***	Consent of Grant Thornton LLP
24.1	Power of Attorney (see Page II-8 of this Registration Statement)

25.1* Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of Trustee under the Indenture

______________

*To be filed, if necessary, by amendment or as an exhibit to a current report on Form 8-K.

**Incorporated by reference to exhibits filed with the registration statement on Form S-3 filed on November 26, 2008, File No. 333-155762.

*** Previously filed.

II-1

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Lake Success, State of New York, on April 14, 2014.

FLUSHING FINANCIAL CORPORATION
By:	/s/ John R. Buran
	Name:  John R. Buran
	Title:   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 and on the dates indicated.

Signature	Title
/s/ John R. Buran	Director, President and Chief Executive Officer (Principal Executive Officer)
John R. Buran
*	Director, Chairman
John E. Roe, Sr.
/s/ David Fry	Senior Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)
David Fry
*	Director
James D. Bennett
*	Director
Steven J. D'Iorio
*	Director
Louis C. Grassi

II-2

*	Director
Sam S. Han
*	Director
Michael J. Hegarty
*	Director
John J. McCabe
*	Director
Vincent F. Nicolosi
*	Director
Donna M. O'Brien
*	Director
Michael J. Russo
*	Director
Thomas S. Gulotta

*By:

/s/ John R. Buran

   John R. Buran

Attorney in Fact

II-3

EX-5.1

Exhibit 5.1

[Hughes Hubbard & Reed LLP Letterhead]

April 14, 2014

Flushing Financial Corporation

1979 Marcus Avenue, Suite E140

Lake Success, New York 11042

Ladies and Gentlemen:

We have acted as special counsel to Flushing Financial Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-3 to be filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof (the “Registration Statement”), with respect to the registration by the Company and the offering from time to time of up to $170,000,000 in aggregate initial public offering price of securities of the Company, consisting of: (i) debt securities of the Company, whether senior, subordinated or junior subordinated, to be issued in one or more series (collectively, the “Debt Securities”), (ii) shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”), (iii) shares of preferred stock, par value $0.01 per share, of the Company (the “Preferred Stock”), and (iv) warrants representing rights to purchase Common Stock or Preferred Stock (the “Warrants”).  The Debt Securities, the Common Stock, the Preferred Stock and the Warrants are referred to herein collectively as the “Offered Securities.”  The Offered Securities being registered under the Registration Statement may be offered on a continuous or delayed basis pursuant to the provisions of Rule 415 of the Securities Act. This opinion is being delivered in accordance with the requirement of Item 601(b)(5) of Regulation S-K under the Securities Act. Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Registration Statement.

In rendering the opinions set forth herein, we have examined originals, photocopies or conformed copies certified to our satisfaction of corporate records, agreements, instruments and documents of the Company, certificates of public officials and other certificates and opinions and have made such other investigations as we have deemed necessary in connection with the opinions set forth herein.  In our examination, we have assumed (a) the due execution, authentication and delivery by all persons of the Registration Statement and each of the documents related thereto, (b) the authenticity of all documents submitted to us as originals, (c) the conformity to the original documents of all documents submitted to us as copies, and (d) the genuineness of all signatures on the Registration Statement and all documents submitted to us.

Based upon and subject to the foregoing, and assuming that (i) the Registration Statement and any amendments thereto (including any post-effective amendments) will have become effective and comply with all applicable laws at the time the Offered Securities are offered or issued as contemplated by the Registration Statement, (ii) a prospectus supplement will have been prepared and filed with the Commission describing the Offered Securities offered thereby and will comply at all relevant times with all applicable laws, (iii) all Offered Securities will be issued and sold in compliance with applicable federal and state securities laws and in the manner stated in the Registration Statement and the appropriate prospectus supplement, (iv) a definitive purchase, underwriting or similar agreement and any other necessary agreement with respect to any Offered Securities will have been duly authorized and validly executed and delivered by the Company and the other party or parties thereto, (v) the applicable indenture or indentures with respect to any Debt Securities will have been duly qualified under the Trust Indenture Act of 1939, as amended, and (vi) any Offered Securities issuable upon exercise or conversion of any

Offered Securities being offered or issued will be duly authorized, created and, if appropriate, reserved for issuance upon such exercise or conversion, we advise you that in our opinion:

1.  With  respect to the  shares of Common Stock,  when (a) the board  of directors of the  Company,  including any appropriate committee appointed  thereby, and appropriate officers  of the Company have  taken all necessary action to approve the issuance and terms of the Common Stock and related matters, (b) the terms of the issuance and sale of the Common Stock have been duly established in conformity with the Certificate of Incorporation of the Company, as may be amended, as of the date hereof (the “Certificate of Incorporation”), and the Amended and Restated By-Laws of the Company as of the date hereof (the “By-Laws”) so as not to violate any applicable law, the Certificate of Incorporation or the By-Laws or result in default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (c) certificates representing the shares of Common Stock have been duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor (provided that such consideration is not less than the par value thereof), and delivered and paid for as contemplated by any applicable purchase, underwriting or similar agreement and the Registration Statement, the shares of Common Stock (including any Common Stock duly issued upon conversion of any other Offered Security), will be duly authorized, validly issued, fully paid and non-assessable.

2.  With  respect to the  shares of  Preferred Stock,  when (a) the board of  directors of the  Company,  including any appropriate committee appointed  thereby, and  appropriate officers of the Company have taken all necessary action to approve the issuance and terms of the Common Stock and related matters, (b) the terms of the issuance and sale of the Preferred Stock have been duly established in conformity with the Certificate of Incorporation and the By-Laws so as not to violate any applicable law, the Certificate of Incorporation or the By-Laws or result in default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (c) certificates representing the shares of Preferred Stock have been duly executed, countersigned, registered and delivered upon payment of the agreed-upon consideration therefor (provided that such consideration is not less than the par value thereof), and delivered and paid for as contemplated by any applicable purchase, underwriting or similar agreement and the Registration Statement, the shares of Preferred Stock (including any Preferred Stock duly issued upon conversion of any other Offered Security), will be duly authorized, validly issued, fully paid and non-assessable.

3.  With  respect to any  Debt Securities, when  (a) the execution  of the applicable indenture or  indentures has been duly authorized by the Company by appropriate action, (b) the board of directors of the Company, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary action to approve the issuance and terms of the Debt Securities and related matters, (c) the terms of the Debt Securities and their issuance and sale have been duly established in conformity with the applicable indenture or indentures so as not to violate any applicable law or the Certificate of Incorporation or the By-Laws or result in default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, (d) either a supplemental indenture has been duly authorized, executed and delivered by the Company and the applicable indenture trustee or a securities resolution has been duly executed setting forth the terms of the Debt Securities, in each case, in accordance with the applicable indenture or indentures, and (e) the Debt Securities have been duly executed and delivered by the Company and authenticated by the applicable indenture trustee in accordance with the provisions of the applicable indenture or indentures and delivered and paid for as contemplated by any applicable purchase, underwriting or similar agreement and the Registration Statement, the Debt Securities will constitute valid and legally binding obligations of the Company, entitled to the benefits of the applicable indenture or indentures and enforceable against the Company in

accordance with their terms except that (i) the enforceability thereof may be subject to (A) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting creditors’ rights or remedies generally and (B) general principles of equity and to the discretion of the court before which any proceedings therefor may be brought (regardless of whether enforcement is sought in a proceeding at law or in equity), and (ii) the enforceability of provisions imposing liquidated damages, penalties or an increase in interest rate upon the occurrence of certain events may be limited in certain circumstances (clauses (i) and (ii) together, the “Enforceability Exceptions”).

4.  With respect to any Warrants, when (a) the execution of the warrant agreement  pursuant to  which the  Warrants will be  issued (the “Warrant Agreement”) has been duly authorized by the Company by appropriate action, (b) the Warrant Agreement has been duly executed and delivered by the Company and the warrant agent thereunder, (c) the board of directors of the Company, including any appropriate committee appointed thereby, and appropriate officers of the Company have taken all necessary action to approve the issuance and terms of the Warrants and related matters, including, without limitation, any necessary reservation of Common Stock or Preferred Stock issuable upon exercise of the Warrants, (d) the terms of the Warrants and their issuance and sale have been duly established in conformity with the Warrant Agreement so as not to violate any applicable law or the Certificate of Incorporation or the By-Laws of the Company, or result in default under or breach of any agreement or instrument binding upon the Company and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company, and (e) the Warrants, in the form included in the Warrant Agreement, have been duly executed and delivered by the Company and countersigned by the warrant agent thereunder in accordance with the provisions of the Warrant Agreement and delivered and paid for as contemplated by any applicable purchase, underwriting or similar agreement and the Registration Statement, the Warrants will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, subject to the Enforceability Exceptions.

In giving our opinion, we are relying, without independent verification as to all matters of fact, upon certificates and written and oral statements of officers of the Company. In rendering the opinion set forth above, we express no opinion as to the laws of any jurisdiction other than the laws of the State of New York, the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

The Company has informed us that it intends to issue Offered Securities from time to time on a delayed or continuous basis. The opinions set forth above are limited to applicable laws as in effect on the date hereof.  Prior to issuing any Offered Securities pursuant to the Registration Statement, (i) the Company will advise us in writing of the terms thereof and (ii) the Company will afford us an opportunity to review the documents pursuant to which such Offered Securities are to be issued or sold (including the applicable offering documents) and the Company will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

We are furnishing this opinion solely in connection with the filing of the Registration Statement, and this opinion is not to be relied upon for any other purpose. We assume no obligation to advise the Company of any changes in the foregoing subsequent to the delivery of this opinion. This opinion is rendered for the sole benefit of the addressee hereof and investors who purchase Offered Securities pursuant to the Registration Statement and may not be relied upon by any other person or entity, nor quoted in whole or in part, or otherwise referred to in any other document without our express written consent.

We hereby consent to the reference to our firm in the Registration Statement under the caption “Legal Matters” and to the inclusion of this opinion as an exhibit to the Registration Statement. Our consent to such reference does not constitute a consent under Section 7 of the Securities Act, as in consenting to such reference we have not certified any part of the Registration Statement and do not otherwise come within the categories of persons whose consent is required under Section 7 of the Securities Act or under the rules and regulations of the Commission thereunder.

Very truly yours,

 /s/ HUGHES HUBBARD & REED LLP