FORM 8-A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
NEW YORK COMMUNITY BANCORP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 06-1377322
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(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)
615 Merrick Avenue, Westbury, NY 11590
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(Address of Principal Executive Offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on which each
Title of each class to be so registered class is to be registered
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Common Shares, $0.01 par value per share New York Stock Exchange, Inc.
and the related Preferred
Stock Purchase Rights
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [X]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: ________________________________________________ (if applicable)
Securities to be registered pursuant to Section 12 (g) of the Act:
None
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. Description of Registrant's Securities to be Registered
Common Stock
The information relating to the common stock, par value $.01 per share
of New York Community Bancorp, Inc. ("NYCB") required by Item 202 of Regulation
S-K is hereby incorporated by reference to the prospectus supplement on Form
424B5 (No. 333-86682 and No. 333-100767) filed with the SEC on October 30, 2002.
Preferred Stock Purchase Rights
The information relating to the preferred stock purchase rights issued
pursuant to the Shareholder Protection Rights Agreement dated as of January 16,
1996 and amended on March 27, 2001 and August 1, 2001, between the Company and
Registrar and Transfer Company, as Rights Agent, required by Item 202 of
Regulation S-K is hereby incorporated by reference to Exhibit 4 of the Company's
Form 8-A filed with the SEC on January 24, 1996, amended as reflected in Exhibit
4.2 to the registration statement on Form S-4 filed with the SEC on April 25,
2001 and in Exhibit 4.3 to this Form 8-A.
Item 2. Exhibits
The following exhibits are filed as part of this Registration
Statement:
Exhibit No. Exhibit Location
3.1 Certificate of Incorporation as amended of NYCB (1)
3.2 Bylaws of NYCB (2)
4.1 Specimen Common Stock certificate (3)
4.2 Shareholder Rights Agreement, dated as of January
16, 1996 and amended on March 27, 2001 and
August 1, 2001 between NYCB and Registrar and
Transfer Company, as Rights Agent (4)
4.3 Amendments to Shareholder Rights Agreement
dated August 1, 2001 (5)
99.1 NYCB's Annual Report on Form 10-K for the year ended
December 31, 2001 (6)
99.2 NYCB's Quarterly Report on Form 10-Q for the three
months ended September 30, 2002 (7)
99.3 NYCB's definitive proxy statement dated April 15,
2002 for the 2002 Annual Meeting of Stockholders (8)
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(1) Incorporated by reference to the Exhibits filed with NYCB's Form 10-Q
for the quarterly period ended March 31, 2001.
(2) Exhibit is incorporated by reference to the Exhibits filed with the
Annual Report on Form 10-K filed by NYCB for the year ended December
31, 2001 (No. 0-22278).
(3) Exhibit is incorporated by reference to Exhibits filed with the
Registration Statement Form S-1 (No. 33-66852).
(4) Exhibit is incorporated by reference to Exhibit 4 of NYCB's Form 8-A
filed with the SEC on January 24, 1996, amended as reflected in Exhibit
4.2 to the Registration Statement on Form S-4 filed by NYCB with the
SEC on April 25, 2001 and in Exhibit 4.3 to this Form 8-A.
(5) Filed herewith.
(6) Filed with the SEC on April 1, 2002.
(7) Filed with the SEC on November 14, 2002.
(8) Filed with the SEC on April 16, 2002.
All exhibits will be supplied to the New York Stock Exchange.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
December 11, 2002 New York Community Bancorp, Inc.
By: /s/ Joseph R. Ficalora
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Joseph R. Ficalora
President and CEO
EXHIBIT 4.3
AMENDMENT TO RIGHTS AGREEMENT
The Rights Agreement dated January 16, 1996 between New York Community
Bancorp, Inc. (formerly Queens County Bancorp, Inc.) and Mellon Investor
Services (formerly Chemical Mellon Shareholder Services L.L.C.) (the "Rights
Agreement") is hereby amended as follows (the "Amendment"):
Section 4.4 is hereby amended by deleting the fifth sentence and in
its place substituting a new fifth sentence to read as follows:
"Any successor Rights Agent, whether appointed by the Company or
by such a court, shall be a corporation organized and doing
business under the laws of the United States or of any state
of the United States, in good standing, having an office in
the United States, and is registered as a Transfer Agent in
accordance with the applicable provisions of the Securities
and Exchange Act of 1934, as amended, and is qualified to
act as a Transfer Agent under the rules of the New York
Stock Exchange."
IN WITNESS WHEREOF, the parties listed below have caused this Amendment to
be duly executed on this date.
Effective Date: August 1, 2001
New York Community Bancorp, Inc. Mellon Investor Services
By: /s/ Ilene A. Angarola By: /s/ Kirk Alexander
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Ilene A. Angarola Kirk Alexander
Senior Vice President Client Service Manager
AMENDMENT TO RIGHTS AGREEMENT
The Rights Agreement dated January 16, 1996 between New York Community
Bancorp Inc. (formerly Queens County Bancorp Inc.) and Chemical Mellon
Shareholder Services LLC is hereby amended as follows:
1. Registrar and Transfer Company, a New Jersey corporation ("R&T"), is hereby
appointed as the successor Rights Agent with the same powers, rights,
duties and responsibilities as if it had been originally named as Rights
Agent.
2. Section 5.9 is hereby amended to show the Rights Agent's address as
follows:
Registrar and Transfer Company
10 Commerce Drive
Cranford, New Jersey 07016
Attn: Account Executive
IN WITNESS WHEREOF, the parties listed below have caused this Amendment to
be duly executed on this date.
Effective Date: August 1, 2001
New York Community Bancorp Inc. Registrar and Transfer Company
By: /s/ Ilene A. Angarola By: /s/ William P. Tatler
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Ilene A. Angarola William P. Tatler
Senior Vice President Vice President