A.
Rule
415 offering
. 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:
(i)
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
(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;
Provided,
however
, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement
is on Form S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in reports filed with or furnished
to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange
Act that are incorporated by reference in the registration
statement.
(2)
That,
for
the purpose of determining liability under the Securities Act, 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.
(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 the purpose of determining liability of the Registrant under the Securities
Act to any purchaser in the initial distribution of the securities:
The
Registrant undertakes that in a
primary offering of securities of the Registrant pursuant to this registration
statement, regardless of the underwriting methods used to sell the securities
to
the purchaser, if the securities are offered or sold to such purchaser
by means
of any of the following communications, the Registrant will be a seller
to the
purchaser and will be considered to offer or sell such securities to such
purchaser:
(i) Any
preliminary prospectus or prospectus of the Registrant relating to the
offering
required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf
of the
Registrant or used or referred to by the Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing
material information about the Registrant or its securities provided by
or on
behalf of the Registrant; and
(iv) Any
other communication that is an offer in the offering made by the Registrant
to
the purchaser.
B.
Filings
incorporating subsequent Exchange Act documents by reference
. The
undersigned Registrant hereby undertakes 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 (and, where
applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 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.
C.
Incorporated
annual and quarterly reports
. The undersigned Registrant hereby undertakes
to deliver or cause to be delivered with the prospectus, to each person
to whom
the prospectus is sent or given, the latest annual report to security holders
that is incorporated by reference in the prospectus and furnished pursuant
to
and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Exchange
Act;
and, where interim financial information required to be presented by Article
3
of Regulation S-X is not set forth in the prospectus, to deliver, or cause
to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
D.
Filing
of registration on Form S-8
. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, 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 Commission
such indemnification is against public policy as expressed in the Securities
Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant for
expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted
by such
director, 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 whether such indemnification by it is against
public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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-8
and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Village of Lake Success,
State of
New York, on November 20, 2007.
Astoria
Financial
Corporation
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By:
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/S/
George
L. Engelke,
Jr.
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George
L. Engelke,
Jr.
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Chairman
and
Chief
Executive
Officer
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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
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Title
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Date
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/S/
George L. Engelke,
Jr.
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Chairman,
Chief Executive Officer
and Director
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November
20,
2007
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George
L. Engelke,
Jr.
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/S/
Gerard C.
Keegan
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Vice
Chairman, Chief
Administrative Officer and Director
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November
20,
2007
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Gerard
C.
Keegan
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/S/
Frank
E. Fusco
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Executive
Vice President,
Treasurer and Chief Financial Officer
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November
20,
2007
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Frank
E. Fusco
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/S/
Andrew M.
Burger
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Director
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November
20,
2007
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Andrew
M.
Burger
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/S/
John J. Conefry,
Jr.
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Director
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November
20,
2007
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John
J. Conefry,
Jr.
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/S/
Denis
J.
Connors
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Director
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November
20,
2007
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Denis
J.
Connors
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/S/
Thomas J.
Donahue
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Director
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November
20,
2007
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Thomas
J.
Donahue
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/S/
Peter C. Haeffner,
Jr.
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Director
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November
20,
2007
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Peter
C. Haeffner,
Jr.
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/S/
Ralph F.
Palleschi
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Director
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November
20,
2007
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Ralph
F.
Palleschi
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/S/
Thomas V.
Powderly
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Director
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November
20,
2007
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Thomas
V.
Powderly
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/S/
Leo J.
Waters
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Director
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November
20,
2007
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Leo
J.
Waters
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EXHIBIT
INDEX
Exhibit
Number
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Description
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4.1
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Astoria
Financial Corporation 2007 Non-Employee Directors Stock Plan
filed as
Exhibit B to Registrant’s Proxy Statement for its Annual Meeting of
Shareholders held on May 16, 2007, filed by the Registrant pursuant
to
Section 14 of the Exchange Act, File No. 001-11967.
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4.2
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Form
of Restricted Stock Award Notice under the 2007 Non-Employee
Directors
Stock Plan.
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4.3
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Certificate
of Incorporation of Astoria Financial Corporation, as amended
effective as
of June 3, 1998 and as further amended on September 6, 2006 and
September
20, 2006 incorporated by reference to Exhibit 3.1 to the Registrant’s
Annual Report on Form 10-K for the fiscal year ended December
31, 2006,
and filed on March 1, 2007 (File No. 001-11967).
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4.4
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Bylaws
of Astoria Financial Corporation, as amended May 19, 2004, incorporated
by
reference to Exhibit 3.2 to the Registrant’s Annual Report on Form 10-K
for the fiscal year ended December 31, 2006, and filed on March
1, 2007
(File No. 001-11967).
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5
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Opinion
of Thacher Proffitt & Wood LLP, counsel for Registrant, as to the
legality of the securities being registered.
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23.1
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Consent
of Thacher Proffitt & Wood LLP (included in Exhibit 5
hereof).
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23.2
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Consent
of KPMG LLP.
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