As filed with the Securities and Exchange Commission on December 8, 2005
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Kearny Financial Corp.
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(Exact name of Registrant as specified in its charter)
New Jersey 22-3803741
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
120 Passaic Avenue
Fairfield, New Jersey 07004
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(Address of principal executive offices)
Kearny Financial Corp. 2005 Stock Compensation and Incentive Plan
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(Full Title of the Plan)
Albert E. Gossweiler
Chief Financial Officer
120 Passaic Avenue
Fairfield, New Jersey 07004
(973) 244-4500
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(Name, address and telephone number of agent for service)
Copies to:
Richard Fisch, Esq.
Evan M. Seigel, Esq.
Malizia Spidi & Fisch, PC
1100 New York Avenue, N.W.
Suite 340 West
Washington, D.C. 20005
(202) 434-4660
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Maximum Proposed Maximum
Securities to Amount to be Offering Aggregate Offering Amount of Registration
be Registered Registered (1) Price Per Share(2) Price (2) Fee (2)
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Common Stock
$0.10 par value per share 1,069,240 shares $11.55 $12,349,722 $1,321.42
Common Stock
$0.10 par value per share 3,920,552 shares $12.69 $49,751,805 $5,323.44
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(1) The maximum number of shares of Common Stock issuable upon awards to be
granted under the Kearny Financial Corp. 2005 Stock Compensation and
Incentive Plan consists of 4,989,792 shares, are being registered under
this Registration Statement and for which a registration fee is being paid.
Additionally, an indeterminate number of additional shares may be offered
and issued to prevent dilution resulting from stock splits, stock dividends
or similar transactions.
(2) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
inter alia, based upon the price at which the stock options may be
exercised. An aggregate of 4,989,792 shares are being registered hereby, of
which 1,069,240 shares are under option at a weighted average exercise
price of $11.55 per share ($12,349,722 in the aggregate). The remainder of
such shares 3,920,552 shares, consisting of unallocated options and
restricted stock awards, are being registered based upon the average of the
high and low prices of the Common Stock of the Registrant as reported on
the Nasdaq National Market on December 5, 2005, of $12.69 per share
($49,751,805 in the aggregate), for a total offering of $62,101,527.
This Registration Statement shall become effective automatically upon
the date of filing, in accordance with Section 8(a) of the Securities Act of
1933 ("1933 Act") and Rule 462 of the 1933 Act.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information. *
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Item 2. Registrant Information and Employee Plan Annual Information. *
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*This Registration Statement relates to the registration of 4,989,792
shares of Kearny Financial Corp. (the "Company" or "Registrant") common stock,
$.10 par value per share (the "Common Stock") issuable to employees, officers
and directors of the Registrant or its subsidiary as compensation for services
in accordance with the Kearny Financial Corp. 2005 Stock Compensation and
Incentive Plan under which 4,989,792 shares are issuable ( the "Plan").
Documents containing the information required by Part I of this Registration
Statement will be sent or given to participants in the Plan as specified by Rule
428(b)(1). Such documents are not filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424, in reliance on
Rule 428.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
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The Company became subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") on December 28, 2004 and,
accordingly, files periodic reports and other information with the Commission.
Reports, proxy statements and other information concerning the Company filed
with the Commission may be inspected and copies may be obtained (at prescribed
rates) at the Commission's Public Reference Section, Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
1. The description of the Company's securities as contained in the
Company's Registration Statement on Form 8-A, as filed with the Commission on
December 28, 2004;
2. The Company's Annual Report on Form 10-K for the year ended June 30,
2005;
3. Form 8-K, filed on October 25, 2005;
4. Form 8-K, filed on October 7, 2005;
5. Form 8-K, filed on November 1, 2005;
6. Form 8-K, filed on November 9, 2005; and
7. The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 2005.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
2
Item 4. Description of Securities.
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Not Applicable
Item 5. Interests of Named Experts and Counsel.
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Not Applicable
Item 6. Indemnification of Directors and Officers.
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Article VI of the Bylaws of the Company sets forth circumstances under
which directors, officers, employees and agents of the Company may be insured or
indemnified against liability which they incur in their capacities as such.
Each person who was or is made a party or is threatened to be made a
party to or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (hereinafter a "proceeding"),
by reason of the fact that he is or was a Director, officer or employee of the
Company or is or was serving at the request of the Company as a Director,
Officer or employee of another corporation or of a partnership, joint venture,
trust or other enterprise, including service with respect to an employee benefit
plan (hereinafter an "indemnitee"), whether the basis of such proceeding is
alleged action in an official capacity as a Director, officer or employee or in
any other capacity while serving as a Director, officer or employee, shall be
indemnified and held harmless by the Company to the fullest extent authorized by
the Regulations of the Office of Thrift Supervision, as the same exists or may
hereafter be amended against all expense, liability and loss (including
attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts
paid in settlement) reasonably incurred or suffered by such indemnitee in
connection therewith.
The right to indemnification conferred herein shall include the right
to be paid by the Company the expenses incurred in defending any such proceeding
in advance of its final disposition, to the fullest extent authorized by the
Regulations of the Office of Thrift Supervision. The rights to indemnification
and to the advancement of expenses conferred herein shall be contract rights and
such rights shall continue as to an indemnitee who has ceased to be a Director,
officer or employee and shall inure to the benefit of the indemnitee's heirs,
executors and administrators
Item 7. Exemption from Registration Claimed.
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Not Applicable
Item 8. Exhibits.
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For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
3
Item 9. Undertakings.
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(a) 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
1933 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;
(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-3, Form S-8, and the information required to
be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the
1934 Act that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the 1933 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to section 15(d) of the 1934 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) 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 1934 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) Insofar as indemnification for liabilities arising under the 1933
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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the 1933 Act and
is, therefore, unenforceable.
4
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of 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
expressed in the 1933 Act and will be governed by the final adjudication of such
issue.
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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 City of Kearny in the State of New Jersey, on the 5th day of
December, 2005.
KEARNY FINANCIAL CORP.
Dated: December 5, 2005 By: /s/ John N. Hopkins
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John N. Hopkins
President and Chief Executive Officer
(Duly Authorized Representative)
POWER OF ATTORNEY
We, the undersigned directors and officers of Kearny Financial Corp. do
hereby severally constitute and appoint John N. Hopkins as our true and lawful
attorney and agent, to do any and all things and acts in our Kearny Financial
Corp. names in the capacities indicated below and to execute any and all
instruments for us and in our names in the capacities indicated below which said
John N. Hopkins may deem necessary or advisable to enable Kearny Financial Corp.
to comply with the Securities Act of 1933, as amended, and any rules,
regulations and requirements of the Securities and Exchange Commission, in
connection with the Registration Statement on Form S-8 relating to the
registrant, including specifically, but not limited to, power and authority to
sign, for any of us in our names in the capacities indicated below, the
Registration Statement and any and all amendments (including post-effective
amendments) thereto; and we hereby ratify and confirm all that said John N.
Hopkins shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated as of the date indicated.
By: /s/ John N. Hopkins By: /s/ Albert E. Gossweiler
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John N. Hopkins Albert E. Gossweiler
President and Chief Executive Officer Senior Vice President and Chief Financial
(Principal Executive Officer) Officer
(Principal Financial Officer)
Dated: December 5, 2005 Dated: December 5, 2005
By: /s/ William C. Ledgerwood By: /s/ Theodore J. Aanensen
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William C. Ledgerwood Theodore J. Aanensen
Senior Vice President, Treasurer and Director
Chief Accounting Officer
(Principal Accounting Officer)
Dated: December 5, 2005 Dated: December 5, 2005
By: /s/ John J. Mazur, Jr. By: /s/ Joseph P. Mazza
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John J. Mazur, Jr. Joseph P. Mazza
Director Director
Dated: December 5, 2005 Dated: December 5, 2005
By: /s/ Matthew T. McClane By: /s/ John F. McGovern
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Matthew T. McClane John F. McGovern
Director Director
Dated: December 5, 2005 Dated: December 5, 2005
By: /s/ Leopold W. Montanaro By: /s/ John F. Regan
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Leopold W. Montanaro John F. Regan
Director Director
Dated: December 5, 2005 Dated: December 5, 2005
By: /s/ Henry S. Parow
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Henry S. Parow
Director
Dated: December 5, 2005
INDEX TO EXHIBITS
Exhibit Description
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4.1 Kearny Financial Corp. 2005 Stock Compensation and
Incentive Plan
4.2 Form of Stock Option Agreement to be entered into with
respect to Stock Options under the Stock Option Plan
4.3 Form of Restricted Stock Award Agreement
4.4 Form of Stock Award Tax Notice
5.1 Opinion of Malizia Spidi & Fisch, PC as to the validity of the
Common Stock being registered
23.1 Consent of Malizia Spidi & Fisch, PC (appears in their opinion
filed as Exhibit 5.1)
23.2 Consent of Beard Miller Company LLP
24 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney contained
therein