e424b2
Filed
Pursuant to Rule 424(b)(2)
Registration No. 333-167692
PROSPECTUS SUPPLEMENT
to Prospectus dated July 2,
2010
1,250,000 Shares
Common Stock
We are offering 1,250,000 shares of our common stock. Our
common stock is traded on the Nasdaq Capital Market under the
symbol FLIC. On July 14, 2010, the last
reported price of our common stock was $24.56 per share.
These securities are not deposits or obligations of a bank or
savings association and are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency.
Investing in our common stock involves a high degree of risk.
For certain risks and uncertainties that you should consider,
see Risk Factors in this prospectus supplement and
in the documents we file with the SEC that are incorporated by
reference into this prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined that this prospectus supplement or the
accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
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Per Share
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Total
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Public offering price
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$
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24.00
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$
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30,000,000
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Underwriting discount
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$
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1.32
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$
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1,650,000
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Proceeds to us, before expenses
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$
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22.68
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$
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28,350,000
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We have granted the underwriter a
30-day
option to purchase up to 187,500 additional shares of common
stock at the same price, and on the same terms, solely to cover
over-allotments, if any.
The underwriter expects to deliver the common stock to
purchasers against payment in New York, New York on or about
July 20, 2010, subject to customary closing conditions.
Keefe,
Bruyette & Woods
Prospectus Supplement dated
July 14, 2010
TABLE OF
CONTENTS
Prospectus
Supplement
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S-2
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S-3
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S-3
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S-4
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S-9
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S-13
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S-23
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S-24
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S-25
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S-28
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S-28
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S-28
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S-29
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Prospectus
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You should rely only on the information contained or
incorporated by reference in this prospectus supplement, the
accompanying prospectus, and any related free writing
prospectus. We have not, and the underwriter has not, authorized
any other person to provide you with different information. If
anyone provides you with different or inconsistent information,
you should not rely on it. We are not, and the underwriter is
not, making an offer to sell our securities in any jurisdiction
where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus supplement, the
accompanying prospectus, any related free writing prospectus, or
any documents incorporated by reference herein, is accurate as
of their respective dates. Our business, financial condition,
results of operations, and prospects may have changed since
those dates. This prospectus supplement supersedes the
accompanying prospectus to the extent it contains information
that is different from or in addition to the information in the
prospectus.
S-2
ABOUT
THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this
prospectus supplement which describes the specific terms of this
offering and certain other matters and also updates and adds to
the information contained in the accompanying prospectus and the
documents incorporated by reference into this prospectus
supplement and the accompanying prospectus. The second part is
the accompanying prospectus which provides more general
information about us and our common stock. We may also provide,
if necessary, a pricing supplement that describes the pricing
terms of the common stock. You should read this prospectus
supplement, the accompanying prospectus and any pricing
supplement. Generally, when we refer to this
prospectus we mean this prospectus supplement
together with the accompanying prospectus.
If the information set forth in this prospectus supplement
differs in any way from the information set forth in the
accompanying prospectus or any pricing supplement, you should
rely on the information in the following order of priority:
(1) the pricing supplement, if any; (2) this
prospectus supplement; and (3) the accompanying prospectus.
We are offering to sell, and seeking offers to buy, shares of
our common stock only in jurisdictions where offers and sales
are permitted. The distribution of this prospectus supplement
and the accompanying prospectus and the offering of the common
stock in certain jurisdictions may be restricted by law. This
prospectus supplement does not constitute, and may not be used
in connection with, an offer to sell, or a solicitation of an
offer to buy, any common stock offered by this prospectus
supplement by any person in any jurisdiction in which it is
unlawful for that person to make that offer or solicitation.
Unless otherwise indicated or unless the context requires
otherwise, all references in this prospectus supplement to
the Corporation, we, us,
our or similar references mean The First of Long
Island Corporation and its direct and indirect subsidiaries.
References to the Bank mean The First National Bank
of Long Island, our wholly-owned subsidiary through which we
conduct all of our business, and its subsidiaries. Unless
otherwise expressly stated or the context otherwise requires,
all information in this prospectus supplement assumes that the
option to purchase additional shares granted to the underwriter
is not exercised in whole or in part.
SPECIAL
NOTE REGARDING FORWARDLOOKING STATEMENTS
We make forward-looking statements in this prospectus and the
documents incorporated into it by reference. These
forward-looking statements include: statements of goals,
intentions, and expectations; estimates of risks and of future
costs and benefits; assessments of probable loan losses;
assessments of market risk; and statements of the ability to
achieve financial and other goals. Forward-looking statements
are typically identified by words such as believe,
expect, could, should,
would, may, anticipate,
intend, outlook, estimate,
forecast, project and other similar
words and expressions.
Forward-looking statements are subject to numerous assumptions,
risks, and uncertainties that may change over time.
Forward-looking statements speak only as of the date they are
made. Because forward-looking statements are subject to
assumptions and uncertainties, actual results or future events
could differ, possibly materially, from those that we
anticipated in our forward-looking statements and our future
results could differ, possibly materially, from historical
performance.
Our forward-looking statements are subject to the following
principal risks and uncertainties:
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changes in economic conditions, including an economic recession
that could affect the value of real estate collateral securing
our mortgage loans and the ability of our borrowers to repay
their loans;
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the timing and amount of revenues that we may recognize;
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increased competition among depository and other financial
institutions in our marketplace;
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S-3
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inflation and changes in the interest rate environment
(including changes in the shape of the yield curve) that reduce
our margins or fair value of our financial instruments;
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our ability to enter new markets successfully and capitalize on
growth opportunities;
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changes in consumer spending, borrowing and savings habits;
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legislative and regulatory changes, including broad financial
reform, the creation of new agencies focused on consumer
protection, increases in FDIC assessments and increased
regulatory oversight of our business;
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monetary and fiscal policies of the federal government,
including the impact of the current government effort to
restructure the U.S. financial and regulatory system;
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changes in tax policies, rates and regulations of federal, state
and local tax authorities;
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deposit flows;
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the cost of funds;
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demand for loan products and other financial services;
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changes in the quality and composition of our loan and
investment portfolios;
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changes in managements business strategies;
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changes in accounting principles, estimates, policies or
guidelines;
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changes in real estate values;
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technology risk; and
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a variety of other matters that, by their nature, are subject to
significant uncertainties.
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We provide greater detail regarding some of these factors in the
Risk Factors section of this prospectus supplement,
our annual report on
Form 10-K
for the year ended December 31, 2009, including the
Risk Factors section of that report, and in our
other filings with the SEC. You should not place undue reliance
on these forward-looking statements, which reflect our
expectations only as of the date of this prospectus. We do not
assume any obligation to revise forward-looking statements
except as may be required by law.
PROSPECTUS
SUPPLEMENT SUMMARY
This summary is not complete and does not contain all of the
information you should consider before investing in the common
stock offered by this prospectus supplement and the accompanying
prospectus. You should read this summary together with the
entire prospectus supplement and prospectus, including our
consolidated financial statements, the notes to those financial
statements, and the other documents that are incorporated by
reference in this prospectus supplement, before making an
investment decision. See the Risk Factors section of
this prospectus supplement for a discussion of the risks
involved in investing in our common stock.
General
We are a onebank holding company that provides financial
services through our whollyowned subsidiary, The First
National Bank of Long Island. We serve the financial needs of
privately owned businesses, professionals, consumers, public
bodies, and other organizations primarily in Nassau and Suffolk
S-4
Counties, Long Island and New York City. At June 30, 2010,
we had total assets of $1.60 billion, deposits of
$1.27 billion and stockholders equity of
$128.0 million.
Our principal business consists of attracting business and
consumer checking deposits, money market deposits, time deposits
and savings deposits and investing those funds in commercial and
residential mortgage loans, commercial loans, home equity loans
and lines of credit, and investment securities. Our loan
portfolio is primarily comprised of loans to borrowers in Nassau
and Suffolk Counties, Long Island and New York City, and our
real estate loans are principally secured by properties located
in these geographic areas. Our investment securities portfolio
is primarily comprised of passthrough mortgagebacked
securities and collateralized mortgage obligations issued by
U.S. government agencies and municipal securities.
The New York metropolitan area in which we operate provides
exceptional opportunities for our Bank. Over the years, there
has been a significant amount of bank consolidation in our
marketplace. This has resulted in the banking needs of many
small and medium sized businesses and consumers not being
properly serviced. Our Bank has been able to attract some of
these disenfranchised customers with our strong dedication to
service quality, attractive pricing, and the wide variety of
products and services we offer.
We are selling common stock to bolster our capital position in
light of our organic growth initiatives, current economic
conditions and current regulatory expectations as to what
constitutes an appropriate level of capital.
Additional information about us and our subsidiaries is included
in documents incorporated by reference in this prospectus
supplement and the accompanying prospectus.
Our
Company and Strategy
Growth
Strategy
Historical Loan Growth. Total loans grew at a
compounded annual growth rate (CAGR) of just over
19% during the five-year period ended December 31, 2009 and
amounted to $863.6 million, or 67.8% of total deposits, at
June 30, 2010. The loan growth occurred largely in
commercial mortgages, residential mortgages and home equity
loans and lines which grew at CAGRs of 36.0%, 10.7% and 21.8%,
respectively. One of our key strategic initiatives is to
increase earnings by making loans a larger portion of the
overall balance sheet and securities a smaller portion. Over
time, this strategy should result in our loan to deposit ratio
more closely resembling that of our national peer group, which
averaged 81.2% at March 31, 2010.
We expect that loan growth will come from the marketing efforts
of our personnel and be funded by a combination of deposit
growth and maturities and paydowns on our investment securities
portfolio. As in the past, we plan to focus our growth efforts
on categories of loans we believe to be lower risk, including
owner-occupied commercial mortgages, multifamily commercial
mortgages, residential mortgages and home equity loans and
lines. We plan to continue avoiding what we believe to be higher
risk loan categories such as construction and land development
loans and unsecured loans to individuals.
Historical Deposit Growth. Total deposits
were $1.27 billion at June 30, 2010, and grew at a
CAGR of almost 11% during the five-year period ended
December 31, 2009. For the six months ended June 30,
2010, our overall cost of total deposits was 0.84%. We expect
that future deposit growth will largely come from our continued
expansion of the Banks branch system, which currently
consists of 33 branches located in Nassau and Suffolk Counties,
Long Island and Manhattan, and new and expanded business banking
relationships resulting from the efforts of our calling
officers. Recently, many of our new full service branches have
been small,
well-appointed
facilities located in micro markets on Long Island where we
believe there is less competition than in some of the larger
markets we serve. This approach has been successful in terms of
minimizing our initial capital investment and ongoing operating
costs and maximizing our ability to gather deposits quickly. In
addition, we continue to focus on developing commercial lending
relationships and have attracted some commercial customers that
have made a meaningful contribution to the growth in our
commercial checking balances. The growth of core deposits,
particularly checking balances, remains a key strategic
initiative.
S-5
Loan and Deposit Growth in 2010. During the
first six months of 2010, we deliberately slowed our loan growth
and scaled back our efforts to attract new deposits. This
strategy was implemented to strengthen our Tier 1 leverage
capital ratio. Specifically, during the period from
December 31, 2009 to June 30, 2010, we increased our
loans only 4.3% from $827.7 million to $863.6 million.
Similarly, although we opened four new full service branches in
the first six months of this year, we were not aggressive in
seeking new deposits from these branches. As a result, our total
deposits decreased slightly from $1.28 billion at
December 31, 2009 to $1.27 billion at June 30,
2010. These and other actions described in Recent
Developments caused our Tier 1 leverage capital ratio
to increase from 7.19% at December 31, 2009 to 7.51% at
June 30, 2010. Upon conclusion of this offering, we intend
to resume our strategy of increasing our deposits and loans, but
it is unlikely that we will achieve the same CAGR in either
loans or deposits for the full year 2010 as we achieved during
the five years ended December 31, 2009.
Recruiting and Retaining Superior Talent. We
continue to focus on recruiting superior talent for our
executive management, lending, commercial marketing, branch, and
back-office teams. When applicable, our recruiting efforts
target individuals who have significant relevant experience in
their discipline, a loyal customer following and strong
references. Our good reputation in our marketplace and
successful track record in terms of profitability and growth
have worked to our advantage in this regard.
Noninterest Income. Our noninterest income
comes largely from investment management activities, service
charges on deposit accounts, bank-owned life insurance policies,
prepayment fees, and a variety of services we perform including,
but not limited to, the sale of mutual funds and annuities, safe
deposit box rental, ATMs, debit cards, and letters of credit.
One of our strategic objectives is to grow noninterest income by
expanding existing services and adding new products and
services. In this regard we have worked to develop a sales
culture to take advantage of cross-sell opportunities with our
existing customers. In addition, we have considered and will
continue to consider the acquisition of businesses that could
complement our banking business and add to noninterest income.
Financial
Strength and Stability
Loan Quality. Our management team places
greater emphasis on loan quality than portfolio growth or yield.
At June 30, 2010, our nonperforming assets totaled
$1.8 million, or 0.21% of total loans and OREO, and loans
past due 30 to 89 days totaled $973,000. In addition, our
net chargeoffs have not exceeded 0.06% of average total loans in
any of the last five years. We attribute the lack of significant
delinquencies and chargeoffs to sound underwriting standards,
the categories of loans we have chosen to emphasize, the
affluent nature of the geographic areas we serve and our
diligent ongoing efforts to maintain asset quality. In recent
years we enhanced our credit risk management by building a more
robust credit department, adding an independent appraiser to our
staff, and strengthening our written underwriting policies and
loan review function. In approving new loans, we generally
require a loan to value ratio of 75% or less, a FICO score of
680 or better and a debt service coverage ratio of 1.25X or
better.
Investment Securities Portfolio. Our
investment securities portfolio is comprised almost exclusively
of a mix of residential mortgage-backed securities and municipal
securities. Our mortgage-backed securities include both
collateralized mortgage obligations and pass-through mortgage
securities issued by U.S. government agencies, most of
which are full faith and credit obligations of the
U.S. government. The non-full faith and credit portion,
which amounted to $17 million, or 4% of our total
mortgage-backed securities at June 30, 2010, is comprised
of pass-through mortgage securities issued and guaranteed by
Federal National Mortgage Association (FNMA) and
Federal Home Loan Mortgage Corporation (FHLMC).
Substantially all of our municipal bonds are general obligation
bonds rated A or better by major rating agencies. At
June 30, 2010, our total municipal bond holdings were
$234.3 million, our largest single municipal bond holding
was $3.4 million, our revenue bond holdings were
$1.9 million and our non-rated bond holdings were
$2.0 million. The revenue bonds in our portfolio are rated
AA or better and the non-rated bonds are obligations of Long
Island municipalities in our service area. We have no trust
preferred securities in our portfolio nor do we have any
securities that are deemed to be impaired.
S-6
Presence
in Our Market
Branch Distribution. Our Bank is one of the
largest independent commercial banks on Long Island, where we
generally operate in densely populated, affluent areas with a
mix of personal and business banking customers. We have not
employed a one-size-fits-all strategy with respect to our branch
distribution system. We have three different types of branches
that target three different segments of the market. We believe
that this approach has enabled us to maximize revenue and
minimize the initial investment and ongoing costs associated
with providing our various products and services.
We generally utilize conventional full service offices in
affluent areas on Long Island where there is a traditional mix
of personal and business banking customers. We utilize what we
refer to as Commercial Banking Units (CBU) in
markets where there is a high concentration of professional
practices and other commercial businesses. These branches, which
provide the equivalent of private banking to our business
customers, have shorter hours and smaller footprints than our
full service branches. As a result of lower personnel and
overhead costs, these branches can be profitable providing
personalized service to a limited number of business customers.
We employ what we refer to as Select Service Banking Centers
(SSBC) to provide a private banking atmosphere in
markets where there is a high concentration of affluent
consumers.
Customer Service and Branding. We
differentiate ourselves from our competition by providing
superior, personalized service. In recent years we have made
significant investments in our technology platform in order to
provide our employees with the tools necessary to better serve
our customers and enable us to cross-sell the various products
and services we offer. In addition, we have worked on a branding
campaign to become commonly known as the Bank Where
Everyone Knows Your
Name®.
S-7
THE
OFFERING
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Issuer |
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The First of Long Island Corporation |
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Common stock offered |
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1,250,000 shares of common stock, $0.10 par value per
share (1) |
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Over-allotment option |
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We have granted the underwriter an option to purchase up to
187,500 additional shares of common stock within 30 days of
the date of this prospectus supplement in order to cover
over-allotments, if any. |
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Common stock outstanding after the offering |
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8,504,571 shares of common stock (2) |
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Offering price |
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$24.00 per share |
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Net proceeds |
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The net proceeds, after underwriting discounts and estimated
expenses, to us from the sale of the common stock offered hereby
will be approximately $28.0 million. If the underwriter
exercises its over-allotment option in full, we estimate that
our net proceeds will be approximately $32.2 million. |
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Use of proceeds |
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We intend to use the proceeds of the offering for general
corporate purposes. See Use of Proceeds. |
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Market and trading symbol for our common stock |
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Our common stock is listed and traded on the Nasdaq Capital
Market under the symbol FLIC. |
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Dividends and distributions |
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We have historically paid cash dividends on our common stock.
Whether we continue to pay cash dividends is at the discretion
of our Board of Directors, dependent on the financial
performance of our Bank subsidiary and subject to regulatory
oversight and supervision. See Market for Our Common Stock
and Our Dividend Policy. |
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Risk factors |
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Investing in our common stock involves risks. You should
carefully consider the information contained in, or incorporated
by reference into, this prospectus supplement and the
accompanying prospectus. In particular, we urge you to consider
carefully the factors set forth under Risk Factors
in this prospectus supplement before investing in our common
stock. |
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1.
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The number of shares offered assumes that the underwriters
over-allotment option is not exercised. If the over-allotment
option is exercised in full, we will issue and sell a total of
1,437,500 shares.
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2.
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The number of shares outstanding after the offering is based on
7,254,571 shares of common stock outstanding as of
June 30, 2010, and excludes 187,500 shares issuable
pursuant to the exercise of the underwriters
over-allotment option. It also excludes an aggregate of
566,254 shares reserved for issuance in connection with
outstanding awards under our stock-based compensation plans.
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S-8
SELECTED
FINANCIAL DATA
The following table sets forth selected consolidated financial
information for the Corporation as of and for each of the five
years ended December 31, 2009 (most of which has been
derived from our audited consolidated financial statements), and
as of and for the six months ended June 30, 2010 and 2009.
You should read this table together with the consolidated
financial information contained in our consolidated financial
statements and related notes and Managements
Discussion and Analysis of Financial Condition and Results of
Operations included in our Annual Report on
Form 10-K
for the year ended December 31, 2009 and our Quarterly
Report on
Form 10-Q
for the quarter ended March 31, 2010 that have been filed
with the SEC and are incorporated by reference in this
prospectus supplement. Information as of and for the six-month
periods ended June 30, 2010 and 2009 is derived in part
from our unaudited interim consolidated financial statements.
Such financial statements have been prepared on the same basis
as our audited consolidated financial statements and include, in
the opinion of management, all adjustments, consisting of only
normal recurring adjustments, necessary to present fairly the
information for such periods. The results of operations for the
six month period ended June 30, 2010 are not necessarily
indicative of the results that may be expected for the full
2010 year or any future period.
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6/30/10
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6/30/09
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12/31/09
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12/31/08
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12/31/07
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12/31/06
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12/31/05
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BALANCE SHEET DATA:
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Total Assets
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$1,598,287,000
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$1,401,678,000
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$1,675,169,000
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$1,261,609,000
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$1,069,019,000
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$954,166,000
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$944,156,000
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Loans
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863,631,000
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697,210,000
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827,666,000
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658,134,000
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525,539,000
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449,465,000
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380,492,000
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Allowance for Loan Losses
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11,940,000
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6,194,000
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10,346,000
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6,076,000
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4,453,000
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3,891,000
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3,282,000
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Investment Securities
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659,781,000
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615,656,000
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767,773,000
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548,253,000
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466,314,000
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454,851,000
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518,397,000
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Total Deposits
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1,273,278,000
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1,116,883,000
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1,277,550,000
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900,337,000
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869,038,000
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824,797,000
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788,011,000
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Checking Deposits
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372,326,000
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323,386,000
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333,853,000
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324,138,000
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318,322,000
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321,524,000
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307,842,000
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Borrowed Funds
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185,840,000
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|
|
|
167,439,000
|
|
|
|
273,407,000
|
|
|
|
251,122,000
|
|
|
|
92,110,000
|
|
|
|
28,143,000
|
|
|
|
60,195,000
|
|
Stockholders Equity
|
|
|
127,952,000
|
|
|
|
108,301,000
|
|
|
|
116,462,000
|
|
|
|
102,532,000
|
|
|
|
102,384,000
|
|
|
|
95,561,000
|
|
|
|
90,698,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUMMARY INCOME STATEMENT
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Income
|
|
|
$36,189,000
|
|
|
|
$31,274,000
|
|
|
|
$66,274,000
|
|
|
|
$59,686,000
|
|
|
|
$53,023,000
|
|
|
|
$49,000,000
|
|
|
|
$42,689,000
|
|
Interest Expense
|
|
|
8,771,000
|
|
|
|
8,662,000
|
|
|
|
18,334,000
|
|
|
|
16,743,000
|
|
|
|
16,269,000
|
|
|
|
12,949,000
|
|
|
|
7,426,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
|
27,418,000
|
|
|
|
22,612,000
|
|
|
|
47,940,000
|
|
|
|
42,943,000
|
|
|
|
36,754,000
|
|
|
|
36,051,000
|
|
|
|
35,263,000
|
|
Provision for Loan Losses
|
|
|
1,598,000
|
|
|
|
106,000
|
|
|
|
4,285,000
|
|
|
|
1,945,000
|
|
|
|
575,000
|
|
|
|
670,000
|
|
|
|
470,000
|
|
Net Gains (Losses) On
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales of Securities
|
|
|
1,719,000
|
|
|
|
947,000
|
|
|
|
1,428,000
|
|
|
|
248,000
|
|
|
|
(234,000
|
)
|
|
|
(635,000
|
)
|
|
|
(755,000
|
)
|
Other Noninterest Income
|
|
|
3,162,000
|
|
|
|
3,151,000
|
|
|
|
6,338,000
|
|
|
|
6,033,000
|
|
|
|
5,816,000
|
|
|
|
5,933,000
|
|
|
|
6,573,000
|
|
Noninterest Expense
|
|
|
17,932,000
|
|
|
|
17,207,000
|
|
|
|
34,840,000
|
|
|
|
29,689,000
|
|
|
|
27,384,000
|
|
|
|
26,667,000
|
|
|
|
25,269,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes
|
|
|
12,769,000
|
|
|
|
9,397,000
|
|
|
|
16,581,000
|
|
|
|
17,590,000
|
|
|
|
14,377,000
|
|
|
|
14,012,000
|
|
|
|
15,342,000
|
|
Income Tax Expense
|
|
|
3,146,000
|
|
|
|
2,061,000
|
|
|
|
3,118,000
|
|
|
|
4,628,000
|
|
|
|
2,895,000
|
|
|
|
2,785,000
|
|
|
|
3,065,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
$9,623,000
|
|
|
|
$7,336,000
|
|
|
|
$13,463,000
|
|
|
|
$12,962,000
|
|
|
|
$11,482,000
|
|
|
|
$11,227,000
|
|
|
|
$12,277,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PER SHARE DATA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings
|
|
|
$1.33
|
|
|
|
$1.02
|
|
|
|
$1.87
|
|
|
|
$1.79
|
|
|
|
$1.52
|
|
|
|
$1.47
|
|
|
|
$1.57
|
|
Diluted Earnings
|
|
|
$1.31
|
|
|
|
$1.01
|
|
|
|
$1.84
|
|
|
|
$1.78
|
|
|
|
$1.51
|
|
|
|
$1.45
|
|
|
|
$1.55
|
|
Cash Dividends Declared
|
|
|
$.40
|
|
|
|
$.36
|
|
|
|
$.76
|
|
|
|
$.66
|
|
|
|
$.58
|
|
|
|
$.50
|
|
|
|
$.44
|
|
Stock Splits/Dividends Declared
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2-for-1
|
|
|
|
-
|
|
|
|
-
|
|
Book Value
|
|
|
$17.64
|
|
|
|
$15.04
|
|
|
|
$16.15
|
|
|
|
$14.25
|
|
|
|
$13.73
|
|
|
|
$12.60
|
|
|
|
$11.79
|
|
Tangible Book Value
|
|
|
$17.61
|
|
|
|
$15.01
|
|
|
|
$16.12
|
|
|
|
$14.22
|
|
|
|
$13.71
|
|
|
|
$12.57
|
|
|
|
$11.76
|
|
S-9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/30/10
|
|
|
6/30/09
|
|
|
12/31/09
|
|
|
12/31/08
|
|
|
12/31/07
|
|
|
12/31/06
|
|
|
12/31/05
|
|
|
LOAN QUALITY INFORMATION:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past Due & Restructured Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Past Due 30 to 89 Days
|
|
|
$973,000
|
|
|
|
$651,000
|
|
|
|
$2,057,000
|
|
|
|
$1,266,000
|
|
|
|
$490,000
|
|
|
|
$1,119,000
|
|
|
|
$171,000
|
|
Past Due 90 Days or More & Still Accruing
|
|
|
-
|
|
|
|
226,000
|
|
|
|
-
|
|
|
|
42,000
|
|
|
|
95,000
|
|
|
|
50,000
|
|
|
|
-
|
|
Nonaccrual Loans
|
|
|
1,799,000
|
|
|
|
440,000
|
|
|
|
432,000
|
|
|
|
112,000
|
|
|
|
257,000
|
|
|
|
135,000
|
|
|
|
151,000
|
|
Troubled Debt Restructurings
|
|
|
665,000
|
|
|
|
-
|
|
|
|
200,000
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$3,437,000
|
|
|
|
$1,317,000
|
|
|
|
$2,689,000
|
|
|
|
$1,420,000
|
|
|
|
$842,000
|
|
|
|
$1,304,000
|
|
|
|
$322,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreclosed Real Estate (OREO)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonperforming Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
$1,799,000
|
|
|
|
$666,000
|
|
|
|
$432,000
|
|
|
|
$154,000
|
|
|
|
$352,000
|
|
|
|
$185,000
|
|
|
|
$151,000
|
|
Percentage of Total Loans & OREO
|
|
|
.21
|
%
|
|
|
.10
|
%
|
|
|
.05
|
%
|
|
|
.02
|
%
|
|
|
.07
|
%
|
|
|
.04
|
%
|
|
|
.04
|
%
|
Allowance for Loan Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage of Total Loans
|
|
|
1.38
|
%
|
|
|
.89
|
%
|
|
|
1.25
|
%
|
|
|
.92
|
%
|
|
|
.85
|
%
|
|
|
.87
|
%
|
|
|
.86
|
%
|
Multiple of Nonperforming Loans
|
|
|
6.6
|
|
|
|
9.3
|
|
|
|
23.9
|
|
|
|
39.5
|
|
|
|
12.7
|
|
|
|
21.0
|
|
|
|
21.7
|
|
Net Chargeoffs (Recoveries):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount
|
|
|
$4,000
|
|
|
|
$(12,000
|
)
|
|
|
$15,000
|
|
|
|
$322,000
|
|
|
|
$13,000
|
|
|
|
$61,000
|
|
|
|
$(4,000
|
)
|
Percentage of Average Total Loans
|
|
|
.00
|
%
|
|
|
.00
|
%
|
|
|
.00
|
%
|
|
|
.06
|
%
|
|
|
.00
|
%
|
|
|
.01
|
%
|
|
|
.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PERFORMANCE RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Return on Average Assets (ROA)
|
|
|
1.19
|
%
|
|
|
1.14
|
%
|
|
|
.95
|
%
|
|
|
1.10
|
%
|
|
|
1.14
|
%
|
|
|
1.15
|
%
|
|
|
1.25
|
%
|
Return on Average Equity (ROE)
|
|
|
15.90
|
%
|
|
|
13.85
|
%
|
|
|
12.15
|
%
|
|
|
12.87
|
%
|
|
|
11.67
|
%
|
|
|
12.06
|
%
|
|
|
13.58
|
%
|
Net Interest Margin (tax equivalent)
|
|
|
3.86
|
%
|
|
|
4.01
|
%
|
|
|
3.87
|
%
|
|
|
4.12
|
%
|
|
|
4.23
|
%
|
|
|
4.25
|
%
|
|
|
4.16
|
%
|
Loan to Deposit Ratio
|
|
|
67.8
|
%
|
|
|
62.4
|
%
|
|
|
64.8
|
%
|
|
|
73.1
|
%
|
|
|
60.5
|
%
|
|
|
54.5
|
%
|
|
|
48.3
|
%
|
Effective Income Tax Rate
|
|
|
24.6
|
%
|
|
|
21.9
|
%
|
|
|
18.8
|
%
|
|
|
26.3
|
%
|
|
|
20.1
|
%
|
|
|
19.9
|
%
|
|
|
20.0
|
%
|
Dividend Payout Ratio
|
|
|
30.5
|
%
|
|
|
35.6
|
%
|
|
|
41.3
|
%
|
|
|
37.1
|
%
|
|
|
38.4
|
%
|
|
|
34.5
|
%
|
|
|
28.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CAPITAL RATIOS:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible Common Equity to Assets
|
|
|
7.99
|
%
|
|
|
7.73
|
%
|
|
|
6.95
|
%
|
|
|
8.13
|
%
|
|
|
9.58
|
%
|
|
|
10.02
|
%
|
|
|
9.61
|
%
|
Tier 1 Leverage Capital
|
|
|
7.51
|
%
|
|
|
8.14
|
%
|
|
|
7.19
|
%
|
|
|
8.29
|
%
|
|
|
9.53
|
%
|
|
|
9.69
|
%
|
|
|
9.26
|
%
|
Tier 1 Risk-Based Capital*
|
|
|
15.82
|
%
|
|
|
16.33
|
%
|
|
|
14.55
|
%
|
|
|
16.80
|
%
|
|
|
19.90
|
%
|
|
|
21.94
|
%
|
|
|
24.28
|
%
|
Total Risk-Based Capital*
|
|
|
17.08
|
%
|
|
|
17.26
|
%
|
|
|
15.80
|
%
|
|
|
17.79
|
%
|
|
|
20.79
|
%
|
|
|
22.83
|
%
|
|
|
25.16
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NUMBER OF BRANCHES:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Full Service
|
|
|
19
|
|
|
|
14
|
|
|
|
15
|
|
|
|
14
|
|
|
|
13
|
|
|
|
12
|
|
|
|
12
|
|
Commercial Banking Unit (CBU)
|
|
|
12
|
|
|
|
12
|
|
|
|
12
|
|
|
|
11
|
|
|
|
12
|
|
|
|
12
|
|
|
|
12
|
|
Select Service Banking Center (SSBC)
|
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
|
|
2
|
|
|
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
33
|
|
|
|
28
|
|
|
|
29
|
|
|
|
27
|
|
|
|
27
|
|
|
|
26
|
|
|
|
25
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
NUMBER OF FULL TIME EQUIVALENT EMPLOYEES
|
|
|
250
|
|
|
|
222
|
|
|
|
240
|
|
|
|
213
|
|
|
|
215
|
|
|
|
214
|
|
|
|
203
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
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*Ratios at June 30, 2010 were estimated using the
ratio of risk-weighted assets to total assets at March 31,
2010. Actual ratios at June 30, 2010 may differ from
those shown.
S-10
RECENT
DEVELOPMENTS
We earned $1.31 per share for the first half of 2010, an
increase of $.30, or 29.7%, over $1.01 per share earned in the
same period last year. Our net income increased by $2,287,000,
or 31.2%, from $7,336,000 for the first half of 2009 to
$9,623,000 for the same period this year. Our returns on average
assets (ROA) and equity (ROE) were 1.19% and 15.90%,
respectively, for the first six months of 2010 as compared to
1.14% and 13.85% for the same period last year. Earnings for the
second quarter of 2010 were $.68 per share versus $.63 per share
for the first quarter. The increase for the quarter is primarily
attributable to an increase in gains on sales of securities of
$587,000 which contributed $.05 to per share earnings.
Our earnings for the first half of 2010 grew primarily due to
growth in loans and tax-exempt securities and, to a much lesser
extent, growth in taxable securities. Loan growth occurred as
part of our efforts to improve the Banks current and
future earnings prospects by making loans a larger portion of
the overall balance sheet. We were able to increase the size of
our tax-exempt securities portfolio at what we believe to be
attractive yields and, because of a provision in the American
Recovery and Reinvestment Act of 2009, without the usual
limitations imposed by the federal alternative minimum tax. The
growth in taxable securities was principally in short duration
mortgage securities that are full faith and credit obligations
of the U.S. government. While not a significant contributor
to current earnings, we believe that these securities enhance
the Banks liquidity position and will protect the
Banks earnings in the event of an increase in interest
rates. Also contributing to earnings growth was a $772,000
increase in gains on sales of
available-for-sale
securities and the fact that the second quarter of 2009 included
an FDIC special assessment of $647,000. We used the proceeds of
the sales made in 2010, which amounted to $78.5 million, to
repay overnight borrowings. Because the after tax impact of the
gains increased the Banks total capital and the repayment
of borrowings reduced the overall size of the Banks
balance sheet, the Banks Tier 1 leverage capital
ratio improved. The repayment of overnight borrowings should
also serve to reduce the potential adverse impact of an increase
in interest rates.
When comparing average balances for the first half of 2010 to
the same period last year, our total loans grew by
$177.9 million, or 26.6%, our tax-exempt securities grew by
$64.3 million, or 40.4%, and our taxable securities grew by
$90.8 million, or 22.9%. We funded growth in these asset
categories primarily with an increase in our average total
deposits of $312.1 million, or 31.6%. Our growth in average
total loans principally occurred in what we consider to be lower
risk loan categories, including multifamily commercial
mortgages, owner-occupied commercial mortgages, and first lien
residential mortgages having terms generally between ten and
fifteen years. By contrast, we consider construction and land
development loans and unsecured loans to individuals to be high
risk and have purposely not grown these categories. With respect
to the growth in our average total deposits, significant
contributing factors were new branch openings and expansion of
existing branches, deposit rate promotions, the development of
new commercial lending relationships, hiring of personnel with a
loyal customer following, competitively priced deposit products
and what we believe to be a high level of customer service.
The positive impact on earnings of the factors previously
described was partially offset by a $1.5 million increase
in the provision for loan losses. The elevated provision for the
first six months of this year is primarily attributable to
managements current assessment of national and local
economic conditions. The provision for the first six months of
last year was driven down by the reversal of previously
established impairment reserves amounting to $300,000. Our
allowance for loan losses at June 30, 2010 was
$11.9 million, or 1.38% of gross loans, compared to
$10.3 million, or 1.25% of gross loans, at year-end 2009.
Going forward, we will continue to carefully assess the adequacy
of the Banks allowance for loan losses in light of a
variety of factors, including national and local economic
conditions and the specific composition and characteristics of
our loan portfolio. Depending on this assessment, and even if
there is no significant increase in identified problem loans, we
may continue to increase the Banks allowance for loan
losses relative to gross loans.
At June 30, 2010, our balance sheet included
$659.8 million in total investment securities,
$863.6 million in total gross loans and
$1,273.3 million in total deposits. Our securities
portfolio consisted of $420.3 million, or 63.7%, federal
agency pass-through mortgage securities and collateralized
mortgage
S-11
obligations, $234.3 million, or 35.5%, state and municipal
securities, and $5.2 million, or 0.8%, U.S. government
agency securities. Our loan portfolio, before net deferred loan
origination costs, consisted of $411.8 million, or 47.8%,
commercial real estate mortgages, $286.1 million, or 33.2%,
residential real estate mortgages, $108.2 million, or
12.6%, home equity loans and lines of credit,
$45.6 million, or 5.3%, commercial and industrial loans,
$3.0 million, or 0.3% construction loans, and
$6.5 million, or 0.8% consumer and other loans. Our
deposits consisted of $372.3 million, or 29.2%,
noninterest-bearing checking deposits, $635.4 million, or
49.9%, savings and money market deposits, $176.3 million,
or 13.9%, time deposits of $100,000 or more and
$89.2 million, or 7.0%, other time deposits.
The credit quality of our loan portfolio remains excellent as
evidenced by, among other things, a very low level of delinquent
loans. Total delinquent loans amounted to $2.8 million at
June 30, 2010, comprised of four obligors with loans past
due 30 to 89 days totaling $1.0 million and two
obligors with nonaccrual loans totaling $1.8 million. The
credit quality of our securities portfolio also remains
excellent. All of our mortgage securities are backed by
mortgages underwritten on conventional terms, and almost all of
these securities and underlying mortgages are full faith and
credit obligations of the U.S. government. The remainder of
our securities portfolio consists principally of municipal
securities rated A or better by major rating agencies.
Our Banks Tier 1 leverage capital ratio trended down
in 2009 and during the first quarter of 2010 due to significant
growth in its balance sheet over the last two calendar years. In
the second quarter of this year, the Banks Tier 1
leverage capital ratio increased from 6.98% to 7.49% due to a
reduction in the overall size of its balance sheet, continued
accumulation of earnings and our decision not to repurchase
shares of our own common stock. The balance sheet reduction was
accomplished by being less aggressive in pricing and promoting
deposits and using a significant portion of the cash flows from
the Banks securities portfolio to repay overnight
borrowings rather than to originate loans or purchase
securities. We believe that it is prudent to further strengthen
the Banks Tier 1 leverage capital ratio in light of
the unfavorable economic climate and our future growth plans. In
this regard, we have registered $60 million of our common
stock on a shelf registration statement to enable us to raise
capital through the sale of common stock if and when we deem
appropriate. In addition to any sale of common stock, we may
employ additional tactics to maintain or grow the Banks
capital position which could include, among others, moderating
our growth, deviating from our historical dividend trend or
selling capital instruments other than common stock.
During the first half of this year, we opened four full service
branches on Long Island in the towns of Sea Cliff, Cold Spring
Harbor, East Meadow and Bellmore. In 2011, we plan to open full
service branches in Point Lookout and Massapequa, Long Island.
Continued branch expansion in targeted markets on Long Island
and in New York City remains one of our key long-term strategic
initiatives.
S-12
RISK
FACTORS
An investment in our common stock involves risk. Some of the
risks to which our business is exposed are inherent in the
banking industry, while others are specific to our products and
services, operations, policies and procedures, controls and the
geographic area in which we do business. Beyond business risk,
our common stock is also exposed to risk from general market
conditions, market conditions for companies in the financial
services industry and our history of limited trading volume.
Before making a decision to invest in our common stock, you
should carefully read and consider the risk factors described
below and those risk factors incorporated by reference into this
prospectus from our
Form 10-K,
and any updates from time to time in our future filings with the
SEC under the Securities Exchange Act of 1934 (the
Exchange Act). In addition to the risks and
uncertainties that we have identified, there may be additional
risks and uncertainties of which we are unaware or that we
believe are immaterial. The occurrence of any of the indentified
or unidentified risks could materially adversely affect our
business, financial condition, results of operations, and the
price and liquidity of our common stock and could cause you to
lose all or a portion of your investment.
Risks
Related To Our Business
Failure
to implement our business strategies may adversely affect our
financial performance.
We have developed strategies that we intend to implement in our
efforts to grow our operations and increase profitability. If we
cannot implement our business strategies, we will be hampered in
our ability to develop business and serve our customers, which,
in turn, could have an adverse effect on our financial
performance. Even if our business strategies are implemented
successfully, we cannot guarantee that they will have the
favorable impact that we anticipate. Because we slowed our loan
and deposit growth in 2010 in order to strengthen our
Tier 1 leverage capital ratio, we may not be able to
successfully resume our strategy of increasing our deposits and
loans, which could have a material adverse impact on our
financial condition and results of operations. Furthermore,
while we believe that our strategies are reasonable and will
enable us to achieve our objectives, we have no control over the
future occurrence of certain events upon which our strategies
are based, particularly general and local economic conditions.
Economic
Conditions Risk Weak economic conditions pose risk
to our business and could cause our expenses to
increase.
National and local economic conditions deteriorated in 2008 and
2009 and, in our opinion, have remained weak thus far this year.
This poses significant risks to our business. Specific risks
include: reduced loan demand from quality borrowers; increased
loan loss provisions resulting from a deterioration in loan
quality caused by, among other things, depressed real estate
values and high levels of unemployment; interest rate
volatility; price competition for deposits due to liquidity
concerns or otherwise; and volatile equity markets. Our expense
increases in 2009 that were directly related to the
deterioration in economic conditions and related failures in the
banking industry include an increase in our provision for loan
losses of $2.3 million, an increase in FDIC insurance
expense of $1.6 million, and a $1.0 million increase
in pension expense. The increase in pension expense was driven
by both a decline in the equity markets and a decline in
long-term interest rates. Our provision for loan losses and FDIC
insurance expense remained at elevated levels for the first six
months of this year, and we believe that they will remain at
elevated levels for the foreseeable future and could increase
further.
Credit
Risk Our loan and securities portfolios expose us to
credit risk.
Loans. The credit risk in our loan portfolio
is that our borrowers will be unable to pay obligations when due
or be late in making the required scheduled payments set forth
in their loan agreements. This risk primarily stems from factors
such as borrower size, geographic concentration, industry
concentration, real estate values, employment levels,
environmental contamination and portfolio growth when economic
conditions are unfavorable. With respect to borrower size, our
commercial loans, including those secured by
S-13
mortgages, are primarily made to small and medium-sized
businesses which we generally define as businesses with one to
fifty million dollars in annual sales volume. These loans
sometimes involve a higher degree of risk than loans to larger
companies because these businesses may have shorter operating
histories and higher
debt-to-equity
ratios than larger companies and may lack sophistication in
internal record keeping and financial and operational controls.
We also face credit concentration risk with respect to geography
and type of collateral because most of our loans are made to
businesses and consumers on Long Island and in New York City and
most of these loans are secured by real estate in these areas.
As is true on a national basis, general economic conditions on
Long Island have deteriorated, commercial and residential real
estate values have declined and commercial vacancies have
trended up. This could cause some of our borrowers to be unable
to make the required contractual payments on their loans and we
may be unable to realize the full carrying value of these loans
through foreclosure. Our risk with respect to industry
concentration results from the fact that loans secured by
multifamily properties comprise 22.4% of our total loan
portfolio and 46.9% of our commercial mortgage portfolio at
June 30, 2010. The ability of the owners of multifamily
properties to repay their loans is largely dependent on cash
flows from those properties.
Our loan policies contain what we believe to be appropriate and
prudent underwriting guidelines that include, among other
things, specific loan approval requirements, maximum loan terms,
loan to appraised value and debt service coverage limits for
mortgage loans, FICO minimums, and environmental study reports.
If, despite our efforts to address credit risk, a significant
portion of our loan portfolio deteriorates, it could have a
material adverse effect on our financial condition and results
of operations.
Investment Securities. For our investment
securities, there is always the risk that we will be unable to
collect all amounts due according to contractual terms or that
the securities will be downgraded and lose value. Our Board has
adopted an investment policy that, among other things, limits
terms and types of holdings, and specifies minimum required
credit ratings. Allowable investments include direct obligations
of the U.S. government and its agencies, highly rated
obligations of states and political subdivisions, and highly
rated corporate obligations. At the time of purchase, bonds of
states and political subdivisions must generally be rated A or
better, notes of states and political subdivisions must
generally be rated MIG-2 (or equivalent) or better, commercial
paper must be rated
A-1 or
P-1, and
corporate bonds must be rated A or better. With respect to our
significant portfolio of municipal bonds, we purchase almost
exclusively general obligation as opposed to revenue bonds and
limit our exposure to any one municipality. We periodically
review issuer credit ratings for all securities in our portfolio
other than those issued by the U.S. government or its
agencies. Any significant deterioration in the creditworthiness
of an issuer will be analyzed and action will be taken if deemed
appropriate. If, despite our efforts, any significant portion of
our investment securities are downgraded or decrease in value,
our financial condition and results of operations could be
materially adversely affected.
Allowance
for Loan Losses Risk Our allowance for loan losses
may not be adequate to absorb probable incurred losses in
our loan portfolio.
We maintain an allowance for loan losses in an amount that we
believe will be adequate to absorb probable incurred losses in
our loan portfolio. We increased our allowance to
$11.9 million at June 30, 2010, from
$10.3 million at December 31, 2009 and
$6.1 million at December 31, 2008. In arriving at our
allowance for loan losses, we perform an impairment analysis on
each loan where we believe that it is probable that the borrower
will not make all required principal and interest payments
according to contractual terms. In addition, we evaluate all
other loans in our portfolio on a pooled basis taking into
account, among other things, our historical loss experience,
national and local economic conditions and trends and their
probable impact on the value of collateral securing our loans
and the ability of our borrowers to repay their loans,
environmental risks, trends in volume and terms of loans,
concentrations of credit, changes in lending policies and
procedures, and experience, ability, and depth of our lending
staff. Because estimating our allowance for loan losses is
highly subjective in nature and involves a variety of estimates
and assumptions that are inherently uncertain, there is the risk
that our estimate may not accurately capture all probable
incurred losses in our portfolio. Our allowance at any point in
time may need to be adjusted upward based on, among other
things, additional information that comes to light after the
estimate is made, changes in circumstances, or a recommendation
by bank regulators based on their review of our portfolio. Such
an adjustment could result in the need for a significant
increase in our provision for loan losses and have a material
adverse impact on our financial condition and results of
operations.
S-14
Our
use of appraisals in deciding whether to make a loan secured by
real property does not ensure the value of the real property
collateral.
In considering whether to make a loan secured by real property,
we require an appraisal of the property. However, an appraisal
is merely an estimate of the value of the property at the time
the appraisal is made and may not accurately reflect the amount
that may be obtained upon sale or foreclosure of the property.
As a result, if a mortgagor defaults and we foreclose on the
mortgaged property, the foreclosure and subsequent sale by us
may not result in a full recovery of the amount owed to us.
Interest
Rate Risk - Changes in interest rates could adversely
affect our results of operations and the values of our assets
and liabilities.
Our results of operations are subject to risk resulting from
interest rate fluctuations in general and having assets and
liabilities that have different maturity, repricing, and
prepayment/withdrawal characteristics. We define interest rate
risk as the risk that our earnings or net portfolio value
(present value of expected future cash flows from assets less
the present value of expected future cash flows from
liabilities) will change when interest rates change. We address
interest rate risk through a Board committee-approved interest
rate risk policy that sets forth quantitative risk limits and
calls for monitoring and controlling interest rate risk through
a variety of techniques including the use of interest rate
sensitivity models and traditional repricing gap analysis. From
time to time, we may hedge our interest rate risk exposure
through the use of interest rate caps, floors, or similar
instruments. Despite the steps that we take to address our
interest rate risk, sudden or unexpected interest rate movements
could have a material adverse impact on our financial condition
and results of operations.
General market interest rates are currently very low. Because
our loans and investment securities tend to reprice more slowly
than our interest-bearing liabilities, an immediate increase in
interest rates uniformly across the yield curve should initially
have a negative effect on net interest income. Over a longer
period of time, and assuming that interest rates remain stable
after the initial rate increase and we are able to purchase
securities and originate loans at yields higher than those
maturing and reprice loans at higher yields, the impact of an
increase in interest rates should be positive. This occurs
primarily because with the passage of time more of our loans and
investment securities will reprice at the higher rates and there
will be no offsetting increase in interest expense for those
loans and investment securities funded by noninterest-bearing
checking deposits and capital. If we are unable to purchase
investment securities or originate loans at yields higher than
those maturing or reprice loans at higher yields, we may not be
able to take advantage of an increase in interest rates.
Conversely, a decrease in interest rates uniformly across the
yield curve should initially have a positive impact on our net
interest income. However, if due to competitive or other
conditions, we do not or cannot decrease the rates paid on our
deposit accounts as quickly or in the same amount as decreases
in market interest rates the magnitude of the positive impact
will decline and could even be negative. Furthermore, if
interest rates decline, or have declined, and are sustained at
the lower levels and, as a result, we purchase securities at
lower yields and we originate or reprice loans at lower yields,
the impact on net interest income should be negative because a
significant portion of our average interest-earning assets are
funded by noninterest-bearing checking deposits and capital.
Liquidity
Risk - An inadequate liquidity position or our failure to
maintain and successfully execute a contingency liquidity plan
may result in our inability to fund loan growth, meet deposit
outflows or make required contractual payments on our borrowing
arrangements.
Liquidity risk is the risk that we will not have sufficient
funds to continue to grow our loan portfolio, meet deposit
outflows or make required contractual payments on our borrowing
arrangements. Our primary internal sources of liquidity are our
overnight investments, investment securities designated as
availableforsale
(AFS), and maturities and monthly payments on our
investment securities and loan portfolios. At June 30,
2010, we had approximately $300 million in unencumbered AFS
securities. Our liquidity position could be adversely impacted
by a reduction in the market value of our AFS securities, a
reduction in prepayments on our mortgage loans and mortgage
securities caused by an increase in interest
S-15
rates or our strategy to improve future earnings by making loans
a larger portion of the overall balance sheet and securities a
smaller portion.
Our primary external sources of liquidity are deposits and
borrowings. As previously discussed, total deposits declined
slightly during the first six months of this year. Our market
area is characterized by extensive branching by other financial
institutions. Competition and renewed consumer confidence in the
equity markets could impact future deposit growth or cause
future deposit outflows. These outflows could be significant and
could have a significant adverse impact on our liquidity
position.
Our borrowing sources include the Federal Reserve Bank of New
York (FRBNY), the Federal Home Loan Bank of
New York (FHLBNY), brokerage firms and other
commercial banks. The amount that we can potentially borrow is
currently dependent on, among other things, the amount of
unencumbered eligible securities and loans that we can use as
collateral and required collateral margins. At June 30,
2010, we had unencumbered securities and loans of over
$1.0 billion that are eligible collateral for borrowings.
However, none of these borrowing sources have a legal obligation
to extend credit to us, and there can be no assurance that they
will extend credit to us if and when the need arises even if we
have sufficient, acceptable collateral. Our inability to borrow
from these sources could have a material adverse impact on our
liquidity position.
Despite weakness in the Federal Home Loan Bank
(FHLB) system, the FHLBNY has stated that it expects
to be able to continue to pay dividends, redeem excess capital
stock, and provide competitively priced advances in the future.
However, the weakness in the system could result in higher costs
of FHLB borrowings, reduced value of FHLB stock, and increased
demand for alternative sources of liquidity that may be more
expensive, such as brokered time deposits, the discount window
at the FRBNY, or lines of credit with correspondent banks.
We have adopted a Board committee-approved liquidity policy that
sets forth quantitative risk limits. We also have a liquidity
contingency plan that is designed to enable us to anticipate and
respond to unplanned and possibly severe occurrences affecting
our liquidity. However, despite our efforts to maintain adequate
liquidity and be able to respond to unplanned occurrences that
could impact our liquidity, we may experience a liquidity
shortfall and that shortfall could be significant.
Expansion
of our branch network may adversely affect our financial
results.
We have been steadily increasing our branch network. Since 2002,
we have opened twelve new branches, four of which were opened in
the first six months of this year, and we expect to open two
more branches in 2011. We cannot ensure that our branch
expansion strategy will be accretive to earnings within a
reasonable period of time or at all. Numerous factors contribute
to the performance of a new branch including, but not limited
to, personnel, location and marketing strategy. Additionally, it
takes time for a new branch to gather sufficient deposits to
generate income sufficient to cover its operating expenses. Any
difficulties we experience in implementing our branch expansion
strategy may have a material adverse effect on our financial
condition and results of operations.
We may
not be able to raise capital if and when needed or on terms
acceptable to us to support our growth and comply with
regulatory requirements.
We are required by our regulators to maintain levels of capital
deemed adequate to support our operations. We may need
additional capital to conduct our business in accordance with
our strategic initiatives. Our ability to raise additional
capital, if needed, will depend upon our financial performance
and condition and on conditions in the capital markets, as well
as economic conditions in our region and primary service area.
Accordingly, we cannot be certain that we will be able to raise
additional capital if and when needed or on terms acceptable to
us. If we cannot raise additional capital when needed, it could
have a material adverse effect on our financial condition,
results of operations and prospects.
S-16
Regulatory
and Legislative Risk - We operate in a highly regulated
industry and may be adversely affected by changes in or
noncompliance with laws, regulations and supervisory
policies.
General. We are subject to regulation, supervision
and examination by, among others, the FRBNY, the Office of the
Comptroller of the Currency (OCC) and the Federal
Deposit Insurance Corporation (FDIC), which also
insures our deposits. Regulation and supervision govern the
activities in which a bank and its holding company may engage
and are intended for, among other things, the protection of
depositors. Regulatory requirements affect virtually all aspects
of our business including investment practices, lending
practices, deposit offerings and terms, and capital levels. The
regulators have extensive discretion in connection with their
supervisory and enforcement activities, including imposing
restrictions on bank operations, imposing deposit insurance
premiums and other assessments, setting required levels for the
allowance for loan losses and capital, and imposing restrictions
on the ability to pay cash dividends. Changes in laws,
regulations and supervisory policies affecting us, or our
compliance with these laws and regulations as judged by the
regulators, could have a significant negative impact on our
operations and financial results.
Financial Reform Legislation. The U.S. Senate
and House of Representatives have recently passed legislation
that, if it becomes law, would further increase regulation and
oversight of the financial services industry and impose
restrictions on the ability of firms within the industry to
conduct business consistent with historical practices. The
legislation addresses, among other things, systemic risk,
deposit insurance assessments, consumer financial protection,
interchange fees, derivatives, trust preferred securities,
lending limits, thrift charters, business checking and
reassignment of regulatory authority among agencies. Federal and
state regulatory agencies may also propose and adopt changes to
their regulations or change the manner in which existing
regulations are applied and enforced. Although we cannot predict
the substance or impact of pending or future legislation or
regulation affecting the financial services industry, enactment
of the current proposed legislation may significantly increase
costs, impede the efficiency of internal business processes,
require us to increase our regulatory capital and modify our
business strategy, and limit our ability to pursue business
opportunities in an efficient manner.
FDIC Deposit Insurance Fund. Under current law, the
FDIC is required to keep the Deposit Insurance Fund
(DIF) at a level between 1.15% and 1.50% of insured
deposits and set an informal target within that range to guide
its policy. The current target level is 1.25%. The DIF has been
severely depleted by recent bank failures. Based on the most
recent available information, the DIF balance was a negative
$20.7 billion at March 31, 2010 and would need to be
increased by approximately $84 billion to be at the
statutory minimum of 1.15% of insured deposits. Under current
law, the FDIC must replenish the DIF to the statutory minimum by
the first quarter of 2014. In addition, the current
administration has suggested that it may be appropriate to
consider raising the target level above 1.50% in order to
maintain positive DIF balances during future economic downturns.
We believe that replenishment of the DIF to the statutory
minimum or some higher amount by the first quarter of 2014 could
require higher base assessment rates, additional special
assessments or both. The implementation of these measures by the
FDIC could have a significant adverse impact on our results of
operations.
Interest on Corporate Checking Deposits. Corporate
checking deposits account for approximately 21% of our total
deposits at June 30, 2010. One provision of the pending
financial reform legislation is the repeal of the prohibition of
the payment of interest on corporate checking deposits. If this
provision becomes law, we may need to pay interest on corporate
checking deposits in order to remain competitive. If we are
unable to offset the interest cost with service charges on these
accounts, it could have a material adverse impact on our results
of operations.
Income
Tax Risk - We may be adversely affected by changes in
income tax laws or the expiration of temporary provisions in
existing laws.
State Income Taxes. The New York State Department of
Taxation and Finance has undertaken a project to reform the
States corporate income tax system that would, among other
things, revamp general corporation tax law under
Article 9-A
of the New York State tax law and merge into
Article 9-A
bank tax law under Article 32. The proposed changes would
be effective for tax years beginning on or after January 1,
2011. If
S-17
enacted into law, these changes could have a material adverse
impact on our results of operations because they could, among
other things, result in a significant reduction or elimination
of the tax benefit that we receive from FNY Service Corp.
(FNY), our investment subsidiary, and The First of
Long Island REIT, Inc. (REIT), our REIT entity, and
otherwise cause our New York State tax burden to increase. We
estimate that we will derive a tax benefit from FNY and the REIT
in 2010 of approximately $600,000.
Municipal Securities. The provisions of the American
Recovery and Reinvestment Act of 2009 enabled us to purchase
certain municipal securities issued in 2009 at what we believe
to be attractive yields without the usual limitations imposed by
the federal alternative minimum tax (AMT). The
provisions of this Act enable us to make these purchases again
in 2010. Unless these provisions are extended, beginning in 2011
our purchase of tax-exempt municipal securities will once again
be subject to the limitations of the AMT. This could have an
adverse impact on the income we earn on our securities portfolio.
The
proposal to account for certain financial instruments at fair
value may adversely affect our results of
operations.
We currently report AFS securities at fair value, with changes
in the fair value recorded in other comprehensive income. A
recent proposal by the Financial Accounting Standards Board
would require us to record most of our assets and liabilities at
fair value with changes in fair value recorded in net income or
other comprehensive income. Pursuant to this proposal, we could
be required to record losses on assets such as loans where we
have no intention to sell the loan and expect the loan to be
repaid in full. The implementation of this proposal could result
in a decrease in net income, a decrease in other comprehensive
income and a negative impact on our stockholders equity.
We
depend on key individuals, and our continued success depends on
our ability to identify and retain individuals with experience
and relationships in our markets. The loss of one or more of
these key individuals could curtail our growth and adversely
affect our prospects.
Our senior management team, which has extensive and
long-standing ties within our market areas and substantial
experience with our operations, has contributed significantly to
our business. If we lose the services of one or more members of
our senior management team, our business and development could
be materially and adversely affected.
To succeed in our markets, we must identify and retain
experienced key management members with local expertise and
customer relationships in these markets. Competition for
qualified management in our markets could be intense and there
may be a limited number of qualified persons available to us
with knowledge of and experience in these markets. In addition,
the process of identifying and recruiting individuals with the
skills and attributes required to carry out our strategies
requires both management time and financial resources. Our
inability to identify, recruit and retain talented personnel to
manage our operations could effectively limit our growth and
materially adversely affect our business, financial condition
and results of operations. The loss of the services of several
key personnel could adversely affect our strategy and prospects
to the extent we are unable to replace them and to the extent
that customers follow them to our competitors.
Competitive
Risk - Strong competition in our marketplace could make
customer retention and acquisition challenging and may make it
necessary for us to price loans and other services lower and
deposits higher.
The banking business is highly competitive, and we experience
competition in our markets from many other financial
institutions including commercial banks, savings banks, mortgage
bankers and brokers, brokerage firms and credit unions. Customer
loyalty can be influenced by a competitors new products,
especially offerings that could provide cost savings or a higher
return to the customer. Moreover, competition could increase as
a result of legislative, regulatory and technological changes
and continued consolidation.
We primarily compete with other financial institutions in our
marketplace in originating loans, gathering deposits and
providing trust and investment management services. Many of our
competitors are well-established, larger financial institutions,
such as Citibank, Bank of America, JPMorgan Chase, Capital One
and
S-18
TD Bank. These institutions may offer some services that we do
not provide. In order to continue to successfully compete with
other financial institutions in our marketplace, we may have to
accept lower yields on loans, charge lower fees for services,
pay higher rates on deposits, pay higher wages for employees and
pay higher rents for the spaces we occupy. Any of these measures
could result in reduced profitability.
Operational
and Technology Risk Our internal controls may be
ineffective or overridden, our information systems may
experience failure, interruption or breach in security, and we
may fail to keep pace with technological change.
Operational Risk. We rely on our system of internal
controls to ensure that transactions are captured, recorded,
processed and reported properly; confidential customer
information is safeguarded; and fraud by employees and persons
outside our Bank is detected and prevented. Our internal
controls may prove to be ineffective or our employees may fail
to comply with or override our controls, either of which could
result in significant financial loss to us, adverse action by
bank regulatory authorities or the SEC, and damage to our
reputation.
Technology Risk. Communications and information
systems are essential to the conduct of our business, as we use
these systems to manage customer relationships, deposits, loans,
general ledger accounts and financial reporting. While we have
established policies and procedures to prevent or limit the
impact of systems failures, interruptions, and security
breaches, there can be no assurance that these events will not
occur or that they will be adequately addressed if they do. In
addition, any compromise of our information security systems
could deter customers from using our web site and our online
banking service, both of which involve the transmission of
confidential information. Although we rely on commonly used
security and processing systems to provide the security and
authentication necessary to ensure the secure transmission and
processing of data, these precautions may not protect our
systems from all compromises or breaches of security.
In addition, we outsource a significant portion of our data
processing to third-party providers. If these third-party
providers encounter difficulties, or if we have difficulty in
communicating with them, our ability to adequately process and
account for customer transactions could be affected, and our
business operations could be adversely affected. Threats to
information security also exist in the processing of customer
information through various other vendors and their personnel.
The occurrence of any systems failure, interruption, or breach
of security could damage our reputation and result in a loss of
customers and business, subject us to additional regulatory
scrutiny, or expose us to civil litigation and possible
financial liability. Any of these events could have a material
adverse effect on our financial condition and results of
operations.
The delivery of financial products and services has become
increasingly technology-driven. Our ability to meet the needs of
our customers competitively, and in a cost-efficient manner, is
dependent on our ability to keep pace with technological
advances and to invest in new technology as it becomes
available. These investments may be significant for a company
our size. Keeping pace with technological change is important,
and failure to do so could have a material adverse effect on our
business, financial condition and results of operations.
S-19
Risks
Related To Our Common Stock
General
market conditions could cause the price and trading volume of
our common stock to fluctuate significantly.
Recently the stock market has experienced a high level of price
and volume volatility, and market prices for the stock of many
companies, including those in the financial services sector,
have experienced wide price fluctuations that have not
necessarily been related to operating performance. Our current
stock price may not be indicative of our future stock price and
our stock price may fluctuate significantly in the future as a
result of a variety of factors, some of which are unrelated to
our performance and beyond our control. These factors include,
in addition to those described in Special Note Regarding
Forward Looking Statements in this prospectus supplement:
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Actual or anticipated fluctuations in our operating results and
financial condition;
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Changes in financial estimates,
publication of research reports and recommendations by financial
analysts, or actions taken by rating agencies with respect to us
or other financial institutions;
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Speculation in the press or investment community generally or
relating to our reputation or the financial services industry;
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Strategic actions, such as acquisitions, restructurings,
dispositions or financings, by us or our competitors;
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Fluctuations in the stock price and operating results of our
competitors;
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Future sales of our equity or equity-related securities;
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Proposed or adopted regulatory changes or developments;
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Our inclusion or exclusion from market indices;
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Anticipated or pending investigations, proceedings, or
litigation that involve or affect us;
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Domestic and international economic factors unrelated to our
performance; and
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General market conditions and, in particular, developments
related to market conditions for the financial services industry.
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Our
ability to pay dividends depends upon the results of operations
of our bank subsidiary and the absence of regulatory or
supervisory restrictions.
We are a holding company that conducts all of our business
through our Bank and its subsidiaries. As a result, our ability
to make dividend payments on our common stock depends on the
receipt of dividends from the Bank. The Banks ability to
pay dividends to us depends on its results of operations and
financial condition. In addition, there are various regulatory
and supervisory provisions, which may change from time to time,
that could restrict the ability of the Bank to pay dividends or
make other payments to us.
In addition, our right to participate in any distribution of the
assets of the Bank or its subsidiaries upon liquidation or
otherwise, and the ability of our stockholders to benefit
indirectly from that distribution, will be subject to the prior
claims of creditors and, if applicable, depositors of the Bank
and its subsidiaries, except to the extent that any of our
claims as a creditor or depositor of the Bank or its
subsidiaries may be recognized. As a result, our common stock
effectively will be subordinated to all existing and future
liabilities and obligations of the Bank and its subsidiaries.
S-20
Dividends
on our common stock are not guaranteed.
Holders of our common stock are only entitled to receive such
dividends as our Board of Directors may declare out of funds
legally available for such payments. We are incorporated in New
York and governed by the New York Business Corporation Law. New
York law prohibits a corporation from paying dividends if it is
insolvent, or would be made insolvent by the payment of
dividends, or if the declaration, payment or distribution would
be contrary to any restrictions in that corporations
certificate of incorporation. Dividends may be declared or paid
either out of surplus or net profits. During times of financial
or market stress we may be required or may deem it prudent to
reduce or eliminate dividends on our common stock in order to
build or conserve capital. In addition, there may be legislative
or regulatory developments resulting in enhanced supervisory
standards that could affect our dividend policies in the future.
Furthermore, holders of our common stock may be subject to the
prior dividend rights of holders of preferred stock, if any,
then outstanding. Although we have historically declared cash
dividends on our common stock, we are not required to do so and
may reduce or eliminate cash dividends in the future.
Sale
of additional common stock or other securities could have a
dilutive effect on outstanding common stock.
We may determine from time to time that we need to raise
additional capital by issuing shares of common stock or other
securities. We are not restricted from issuing additional shares
of common stock, including securities that are convertible into,
exchangeable for, or that represent the right to receive common
stock. Because our decision to issue securities in any future
offering will depend on market conditions and other factors
beyond our control, we cannot predict or estimate the amount,
timing or nature of any future offerings, or the prices at which
these offerings may be effected. In connection with this
offering, our executive officers and directors have agreed with
the Underwriter not to sell any shares of our common stock for
90 days after the date of the underwriting agreement. This
offering as well as any future offerings may not improve the
liquidity of our common shares and could depress the market
price or dilute the book value or earnings attributable to our
shares. Investors in future offerings also may have rights,
preferences and privileges that are senior to, and that
adversely affect, our common shareholders. Also, if we raise
additional capital by making additional offerings of debt or
preferred equity securities, upon liquidation, holders of our
debt securities and shares of preferred stock, and lenders with
respect to other borrowings, will receive distributions of our
available assets prior to the holders of our common stock.
Holders of our common stock are not entitled to preemptive
rights or other protections against dilution.
Our
common stock is equity and is subordinate to our existing and
future indebtedness and preferred stock and effectively
subordinated to all the claims by creditors, depositors and
non-common equity holders against our
subsidiaries.
Shares of our common stock are equity interests in us and do not
constitute indebtedness. As such, shares of common stock will
rank junior to all of our indebtedness and to other non-equity
claims against us and our assets available to satisfy claims
against us, including in liquidation. Additionally, holders of
our common stock are subject to the prior dividend and
liquidation rights of holders of any preferred stock that we may
issue in the future. Under our certificate of incorporation, our
Board of Directors has the right to allot shares of common
stock, and pursuant to the laws of the State of New York, the
Board has the power to fix or alter, from time to time, in
respect to shares then unallotted, any or all of the following:
the dividend rate, the redemption price, the liquidation price,
the conversion rights and the sinking or purchase fund rights of
shares of any class, or of any series of any class, or the
number of shares constituting any series of any class.
Furthermore, our right to participate in a distribution of
assets upon liquidation or reorganization of the Bank or any of
its subsidiaries is subject to the prior claims of creditors
and, if applicable, depositors of the Bank or its subsidiaries,
including holders of any preferred stock.
We
have traditionally experienced low trading volume.
Our common stock, which is traded on the Nasdaq Capital Market,
is thinly traded and therefore has less liquidity than many
other publicly traded companies. The average daily trading
volume of our shares over the
S-21
six month period ended June 30, 2010 was
16,635 shares. Thinly traded stocks can be more volatile
than ones that are more actively traded and may be difficult to
sell in a reasonable period of time at what an investor believes
to be an attractive price.
Failure
to be included in the Russell 3000 and 2000 Indices in the
future may affect our price and liquidity.
Our common stock is included in the Russell 3000 and Russell
2000 Indices which are reconstituted each year. For the June
2010 reconstitution, the average market capitalization of
companies in the Russell 2000 Index was $987 million, the
median market capitalization was $448 million, the
capitalization of the largest company in the index was
$2.3 billion, and the capitalization of the smallest
company in the index was $112 million. Our market
capitalization on June 30, 2010, based on the closing
market price on that date, was $186.5 million. We believe
that inclusion in the Russell indices positively affects the
price, trading volume and liquidity of our common stock. If our
market capitalization falls below the minimum necessary to be
included in the indices at any future reconstitution date, the
opposite could occur.
Anti-takeover
provisions could negatively affect our
stockholders.
Our shareholder protection rights plan, our certificate of
incorporation and by-laws, and provisions of New York law could
make it more difficult for a third party to acquire control of
us or have the effect of discouraging a third party from
attempting to acquire control of us. For example, we have
adopted a shareholder protection rights plan that discourages
persons from acquiring 20% or more of our common stock without
approval of our Board of Directors. We also have a classified
Board of Directors that makes it difficult for a potential
acquiror to change the Board of Directors in one meeting. We
have adopted provisions in our certificate of incorporation and
bylaws that require a supermajority vote of 70% to change our
classified board and to approve certain business combinations.
New York corporate law generally prohibits us from engaging in a
business combination with an interested
shareholder for a period of five years following the date
the shareholder becomes an interested shareholder, unless our
board approves the shareholders acquisition of 20% or more
of our common stock or our shareholders other than the
interested shareholder approve the business combination at a
special meeting. In general, an interested
shareholder is any shareholder that crosses the 20%
ownership threshold. A business combination is any
merger, consolidation, or sale of all or substantially all of
our assets or similar transactions. These provisions could
discourage a party from making a takeover proposal, make it more
difficult for a third party to acquire us even if an acquisition
might be in the best interest of our stockholders, and could
prevent stockholders from receiving a premium price for their
shares in the event of a takeover proposal. The ability of a
third party to acquire us is also limited under applicable
banking regulations. The Bank Holding Company Act of 1956
requires any bank holding company (as defined in
that Act) to obtain the approval of the Board of Governors of
the Federal Reserve System (Federal Reserve Board)
prior to acquiring more than 5% of our outstanding common stock.
Any person other than a bank holding company is required to
obtain prior approval of the Federal Reserve Board to acquire
10% or more of our outstanding common stock under the Change in
Bank Control Act of 1978. Any holder of 25% or more of our
outstanding common stock, other than an individual, is subject
to regulation as a bank holding company under the Bank Holding
Company Act.
S-22
USE OF
PROCEEDS
We estimate that the net proceeds from the sale of our common
stock in this offering, after underwriting discounts and
estimated expenses, will be approximately $28.0 million. If
the underwriter exercises its over-allotment option in full, we
estimate that our net proceeds, after underwriting discounts and
expenses, will be approximately $32.2 million. In each
case, this assumes the deduction of estimated offering expenses
of $350,000 and the underwriting discount.
We intend to use all of the proceeds of the offering for general
corporate purposes. Our general corporate purposes could include
contributing capital to our Bank to maintain or increase
regulatory capital levels or support growth in its lending and
deposit-gathering activities; financing expansion of our branch
system; and possibly acquiring other financial institutions, or
branches thereof, or businesses engaged in activities that we
believe could complement our banking business and provide
additional sources of noninterest income. We have no specific
acquisition targets at the current time.
CAPITALIZATION
The following table shows our capitalization as of June 30,
2010 on an actual basis and on a pro forma basis to give effect
to the receipt of the net proceeds from this offering. The pro
forma capitalization assumes no exercise of the
underwriters over-allotment option, that
1,250,000 shares of common stock are sold by us at an
offering price of $24.00 per share and that the net proceeds
from the offering, after deducting the estimated offering
expenses payable by us, are approximately $28.0 million.
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June 30, 2010
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Actual
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Pro Forma
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Stockholders Equity
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Common Stock, par value $.10 per share:
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Authorized, 20,000,000 shares;
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Issued and outstanding, 7,254,571 and 8,504,571 shares
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$726,000
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$851,000
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Surplus
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2,778,000
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30,653,000
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Retained Earnings
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116,772,000
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116,772,000
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120,276,000
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148,276,000
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Accumulated other comprehensive income
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7,676,000
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7,676,000
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Total Stockholders Equity
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$127,952,000
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$155,952,000
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Tier 1 Leverage Capital Ratio
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7.51
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%
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9.11
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%
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Tier 1 Risk-Based Capital Ratio*
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15.82
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%
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19.15
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%
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Total Risk-Based Capital Ratio*
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17.08
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%
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20.41
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%
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Book Value Per Share
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$17.64
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$18.34
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Tangible Book Value Per Share
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$17.61
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$18.31
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*Ratios at June 30, 2010 were estimated using the
ratio of risk-weighted assets to total assets at March 31,
2010. Actual ratios at June 30, 2010 may differ from
those shown.
S-23
MARKET
FOR OUR COMMON STOCK AND OUR DIVIDEND POLICY
Our common stock is listed on the Nasdaq Capital Market under
the symbol FLIC. As of June 30, 2010, we had
7,254,571 shares of common stock outstanding, held by 570
stockholders of record. The stockholders of record include banks
and brokers who act as nominees, each of whom may represent more
than one stockholder. For the six month period ended
June 30, 2010, our average daily trading volume was
16,635 shares.
The following table sets forth, for the periods indicated, the
high and low sales prices per share for our common stock as
reported on the Nasdaq Capital Market and the cash dividends
paid per common share.
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Cash
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Quarter Ended:
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High
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Low
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Dividend
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September 30, 2010 (through July 14, 2010)
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$25.97
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$24.45
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*
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June 30, 2010
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$28.08
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$23.62
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$.20
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March 31, 2010
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$25.97
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$22.46
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$.20
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December 31, 2009
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$28.50
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$22.75
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$.20
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September 30, 2009
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$30.00
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$22.25
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$.20
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June 30, 2009
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$26.25
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$19.75
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$.18
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March 31, 2009
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$23.75
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$19.34
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$.18
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December 31, 2008
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$24.45
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$20.00
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$.18
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September 30, 2008
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$24.50
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$18.55
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$.18
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June 30, 2008
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$21.00
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$18.53
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$.15
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March 31, 2008
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$19.49
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$18.25
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$.15
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*Not yet determined
The amount and type (cash or stock) of future dividends, if any,
will be determined by our Board and will depend on our earnings
and financial condition, the ability of the Bank to pay
dividends to us and other factors that our Board considers to be
relevant.
The Bank generally pays cash dividends to us to provide funds
for: (i) cash dividends we pay to shareholders;
(ii) stock repurchases, if any; and (iii) other
expenses. The Banks ability to pay cash dividends to us
will depend primarily upon its earnings, financial condition,
and need for funds, as well as applicable regulatory and
supervisory policies and legal requirements. Even if the Bank
has earnings in an amount sufficient to fund our desired cash
dividend payments to shareholders, the Banks Board of
Directors may be unable to pay dividends to us due to regulatory
restrictions or may decide to retain earnings for the purpose of
building capital, funding growth or both.
There are various legal limitations with respect to the
Banks ability to pay dividends to the Corporation and the
Corporations ability to pay dividends to its shareholders.
Under the New York Business Corporation Law, the Corporation may
pay dividends on our outstanding shares except when the
Corporation is insolvent or would be made insolvent by the
dividend. Under Federal banking law, the prior approval of the
Federal Reserve and the OCC may be required in certain
circumstances prior to the payment of dividends by the
Corporation or the Bank. The OCC has the authority to prohibit a
national bank from paying dividends if the payment is deemed to
be an unsafe or unsound practice, and the Federal Reserve Board
has the same authority over bank holding companies.
The Federal Reserve Board has established guidelines with
respect to the maintenance of appropriate levels of capital by
registered bank holding companies. Compliance with these
standards, as presently in effect, or as they may be amended
from time to time, could possibly limit the amount of dividends
that we may pay in the future. The Federal Reserves
guidelines generally require us to review the effects of the
payment of cash dividends on common stock and other Tier 1
capital instruments (i.e., perpetual preferred stock and trust
preferred debt if any) on our financial condition. The
guidelines also require that we review our net income for the
current and past four quarters, and the level of dividends on
common stock and other Tier 1 capital instruments for those
periods, as well as our projected rate of earnings retention. As
a depository institution whose deposits are insured by the FDIC,
the Bank may not pay dividends or distribute any of its
S-24
capital assets while it remains in default on any assessment due
the FDIC. The Bank is not and has never been in default under
any of its obligations to the FDIC.
UNDERWRITING
We are offering the shares of our common stock described in this
prospectus supplement and the accompanying base prospectus
through Keefe, Bruyette & Woods, Inc., who is acting
as sole managing underwriter with respect to the offering. We
have entered into an underwriting agreement with Keefe,
Bruyette & Woods, dated July 14, 2010 (the
Underwriting Agreement). Subject to the terms and
conditions of the Underwriting Agreement, Keefe,
Bruyette & Woods has agreed to purchase
1,250,000 shares of our common stock.
Our common stock is offered subject to a number of conditions,
including receipt and acceptance of the common stock by Keefe,
Bruyette & Woods.
In connection with this offering, Keefe, Bruyette &
Woods or other securities dealers may distribute offering
documents to investors electronically.
Commissions
and discounts
Shares of common stock sold by Keefe, Bruyette & Woods
to the public will be offered initially at the public offering
price set forth on the cover of this prospectus supplement. Any
shares of common stock sold by Keefe, Bruyette & Woods
to securities dealers may be sold at a discount of up to $0.792
per share from the public offering price. Any of these
securities dealers may resell any shares of common stock
purchased from Keefe, Bruyette & Woods to other
brokers or dealers at a discount of up to $0.10 per share from
the public offering price. If all of the shares of the common
stock are not sold at the public offering price, Keefe,
Bruyette & Woods may change the offering price and the
other selling terms. Sales of shares of common stock made
outside of the United States may be made by affiliates of Keefe,
Bruyette & Woods.
The following table shows the per share and total underwriting
discounts we will pay to Keefe, Bruyette & Woods,
assuming both no exercise and full exercise of the
over-allotment option to purchase an additional
187,500 shares of common stock:
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No Exercise
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Full Exercise
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Per Share
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$
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1.32
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$
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1.32
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Total
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$
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1,650,000
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$
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1,897,500
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We estimate that the total expenses of this offering payable by
us, not including the underwriting discounts, but including our
reimbursement of certain expenses of Keefe, Bruyette &
Woods, will be approximately $350,000.
Over-allotment
option
We have granted Keefe, Bruyette & Woods an option to
buy up to 187,500 additional shares of our common stock, at the
public offering price less underwriting discounts. Keefe,
Bruyette & Woods may exercise this option, in whole or
from time to time in part, solely for the purpose of covering
over-allotments, if any, made in connection with this offering.
Keefe, Bruyette & Woods has 30 days from the date
of this prospectus supplement to exercise this option.
No sales
of similar securities
We and our executive officers and directors have entered into
lock-up
agreements with Keefe, Bruyette & Woods. Under these
agreements, we and each of these persons may not, without the
prior written approval of Keefe, Bruyette & Woods,
subject to limited exceptions, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right
or warrant for the sale of, or otherwise dispose of or transfer
any shares of our common stock or any securities convertible
into or exchangeable or exercisable for our common stock,
whether now owned or hereafter
S-25
acquired or with respect to which such person has or hereafter
acquires the power of disposition, or file any registration
statement under the Securities Act, as amended, with respect to
any of the foregoing or (ii) enter into any swap, hedge or
any other agreement or any transaction that transfers, in whole
or in part, directly or indirectly, the economic impact of
ownership of the shares of our common stock, whether any such
swap, hedge or transaction is to be settled by delivery of
shares of our common stock or other securities, in cash or
otherwise. These restrictions will be in effect for a period of
90 days after the date of the Underwriting Agreement. At
any time and without public notice, Keefe, Bruyette &
Woods may, in its sole discretion, release all or some of the
securities from these
lock-up
agreements.
The 90-day
restricted period described herein is subject to extension under
limited circumstances. In the event that either (1) during
the period that begins on the date that is 15 calendar days plus
3 business days before the last day of the
90-day
restricted period and ends on the last day of the
90-day
restricted period, we issue an earnings release or material news
or a material event relating to us occurs; or (2) prior to
the expiration of the
90-day
restricted period, we announce that we will release earnings
results during the
16-day
period beginning on the last day of the
90-day
restricted period, then the restricted period will continue to
apply until the expiration of the date that is 15 calendar days
plus 3 business days after the date on which the earnings
release is issued or the material news or material event
relating to us occurs.
Indemnification
and contribution
We have agreed to indemnify Keefe, Bruyette & Woods
and its affiliates, selling agents and controlling persons
against certain liabilities. If we are unable to provide this
indemnification, we will contribute to the payments Keefe,
Bruyette & Woods and its affiliates, selling agents
and controlling persons may be required to make in respect of
those liabilities.
Nasdaq
listing
Our common stock is listed on the Nasdaq Capital Market under
the symbol FLIC.
Price
stabilization and short positions
In connection with this offering, Keefe, Bruyette &
Woods may engage in activities that stabilize, maintain or
otherwise affect the price of our common stock, including:
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stabilizing transactions;
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short sales; and
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purchases to cover positions created by short sales.
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Stabilizing transactions consist of bids or purchases made for
the purpose of preventing or retarding a decline in the market
price of our common stock while this offering is in progress.
These transactions may also include making short sales of our
common stock, which involve the sale by Keefe,
Bruyette & Woods of a greater number of shares of
common stock than it is required to purchase in this offering.
Short sales may be covered short sales, which are
short positions in an amount not greater than Keefe,
Bruyette & Woods over-allotment option referred
to above, or may be naked short sales, which are
short positions in excess of that amount.
Keefe, Bruyette & Woods may close out any covered
short position either by exercising its over-allotment option,
in whole or in part, or by purchasing shares in the open market.
In making this determination Keefe, Bruyette & Woods
will consider, among other things, the price of shares available
for purchase in the open market compared to the price at which
it may purchase shares through the over-allotment option. Keefe,
Bruyette & Woods must close out any naked short
position by purchasing shares in the open market. A naked short
position is more likely to be created if Keefe,
Bruyette & Woods is concerned that there may be
downward pressure on the price of the common stock in the open
market that could adversely affect investors who purchased in
this offering.
S-26
As a result of these activities, the price of our common stock
may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be
discontinued by Keefe, Bruyette & Woods at any time
without notice. Keefe, Bruyette & Woods may carry out
these transactions on the Nasdaq Capital Market, in the
over-the-counter
market or otherwise.
Passive
market making
In connection with this offering, Keefe, Bruyette &
Woods and selling group members may engage in passive market
making transactions in our common stock on the Nasdaq Capital
Market in accordance with Rule 103 of Regulation M
under the Exchange Act during a period before the commencement
of offers or sales of common stock and extending through the
completion of the distribution of this offering. A passive
market maker must display its bid at a price not in excess of
the highest independent bid of that security. However, if all
independent bids are lowered below the passive market
makers bid, that bid must then be lowered when specified
purchase limits are exceeded. Passive market making may cause
the price of our common stock to be higher than the price that
otherwise would exist in the open market in the absence of those
transactions. Keefe, Bruyette & Woods and other
securities dealers are not required to engage in passive market
making and may end passive market making activities at any time.
Affiliations
Keefe, Bruyette & Woods and its affiliates may from
time to time in the future perform services for us and engage in
other transactions with us.
Selling
restrictions
European
Economic Area
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a
Relevant Member State), Keefe, Bruyette &
Woods has represented and agreed that with effect from and
including the date on which the Prospectus Directive is
implemented in that Relevant Member State (the Relevant
Implementation Date) it has not made and will not make an
offer of shares to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the
shares of common stock offered hereby which has been approved by
the competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and
notified the competent authority in that Relevant Member State,
all in accordance with the Prospectus Directive, except that it
may, with effect from and including the Relevant Implementation
Date, make an offer of shares to the public in that Relevant
Member State at any time:
(a) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year, (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts;
(c) to fewer than 100 natural or legal persons (other than
qualified investors, as defined in the Prospectus Directive)
subject to obtaining the prior consent of Keefe,
Bruyette & Woods, Inc. for any such offer; or
(d) in any other circumstances which do not require the
publication by us of a prospectus pursuant to Article 3 of
the Prospectus Directive.
For the purposes of this provision, the expression an
offer of shares to the public in relation to any shares in
any Relevant Member State means the communication in any form
and by any means of sufficient information on the terms of the
offer and the shares to be offered so as to enable an investor
to decide to purchase or subscribe for the shares, as the same
may be varied in that Relevant Member State by any measure
implementing the Prospectus Directive in that Relevant Member
State, and the expression Prospectus
S-27
Directive means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.
United
Kingdom
Keefe, Bruyette & Woods has represented and agreed
that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of Section 21 of the Financial Services
and Markets Act 2000, as amended (the FSMA))
received by it in connection with the issue or sale of the
shares of common stock offered hereby in circumstances in which
Section 21(1) of the FSMA does not apply to us; and
(b) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the shares of common stock offered hereby in, from
or otherwise involving the United Kingdom.
LEGAL
MATTERS
The validity of the shares of common stock offered hereby and
selected other legal matters in connection with the offering
will be passed upon for us by the law firm of
Lindquist & Vennum P.L.L.P., Minneapolis, Minnesota.
Luse Gorman Pomerenk & Schick, P.C.,
Washington, D.C., will pass upon certain legal matters for
the underwriter.
EXPERTS
The consolidated balance sheets of The First of Long Island
Corporation and subsidiaries as of December 31, 2009 and
2008, and the related consolidated statements of income,
stockholders equity and cash flows for each of the years
in the three-year period ended December 31, 2009, included
in our 2009 Annual Report on
Form 10-K
for the year ended December 31, 2009, and incorporated by
reference herein, have been incorporated by reference herein in
reliance upon the report of Crowe Horwath LLP, independent
registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing.
WHERE YOU
CAN FIND MORE INFORMATION
We file reports, proxy statements, and other documents with the
SEC. You may read and copy any document we file at the
SECs public reference room at 100 F Street,
N.E., Room 1580, Washington, DC 20549. You should call
1800SEC0330
for more information on the public reference room. Our SEC
filings are also available to you on the SECs Internet
site at
http://www.sec.gov.
We have filed with the SEC a registration statement on
Form S-3
relating to the securities covered by this prospectus
supplement. This prospectus supplement is part of the
registration statement and does not contain all the information
in the registration statement. You can obtain a copy of the
registration statement from the SEC at its offices at
100 F Street N.E., Washington, DC 20549 or from the
SECs Internet site.
You can obtain any of the documents incorporated by reference in
this document from the SEC through its Internet site or directly
from us. Documents incorporated by reference are available from
us without charge, excluding any exhibits to those documents,
unless the exhibit is specifically incorporated by reference as
an exhibit in this prospectus. You can obtain documents
incorporated by reference in this prospectus by requesting them
in writing or by telephone from us at:
Treasurer
The First of Long Island Corporation
10 Glen Head Road
Glen Head, New York 11545
516-671-4900
S-28
In addition, we maintain a corporate website,
www.fnbli.com. We make available, through our website, our
annual reports on
Form 10K,
quarterly reports on
Form 10Q,
current reports on
Form 8K,
proxy statements and any amendments to these reports filed or
furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the
SEC. This reference to our website is for the convenience of
investors as required by the SEC. No information on our website
is incorporated by reference into this prospectus supplement or
the accompanying prospectus. We have not authorized anyone to
give any information or make any representation about us that is
different from, or in addition to, those contained in this
prospectus supplement or in any of the materials that we have
incorporated into this prospectus supplement. If anyone does
give you information of this sort, you should not rely on it. If
you are in a jurisdiction where offers to sell, or solicitations
of offers to purchase, the securities offered by this document
are unlawful, or if you are a person to whom it is unlawful to
direct these types of activities, then the offer presented in
this document does not extend to you. The information contained
in this document speaks only as of the date of this document
unless the information specifically indicates that another date
applies.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference
information into this prospectus supplement. This means that we
can disclose important information to you by referring you to
another document that we file separately with the SEC. The
information incorporated by reference is considered to be a part
of this prospectus supplement, except for any information that
is superseded by information that is included directly in this
prospectus supplement, or in a more recent incorporated document.
This prospectus supplement incorporates by reference the
documents (or portions of documents) listed below that we have
previously filed with the SEC. All these documents were filed
under SEC File
No. 001-32694.
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SEC Filings
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Period or Filing Date (as Applicable)
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Annual Report on
Form 10-K,
including information incorporated by reference into the
Form 10-K
from our Annual Report to Stockholders, filed with the SEC on
March 16, 2010
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Year ended December 31, 2009
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Quarterly Report on
Form 10-Q,
filed with the SEC on May 10, 2010
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Quarter ended March 31, 2010
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Current Reports on
Form 8-K
or
Form 8-K/A
(other than those reports or portions of reports furnished under
Item 2.02 or 7.01 of
Form 8-K)
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July 14, 2010, July 12, 2010, June 21, 2010,
May 19, 2010, April 22, 2010
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Portions of our proxy statement for the annual meeting of
stockholders held on April 20, 2010 that have been
incorporated by reference in our Annual Report on
Form 10-K
for the year ended December 31, 2009
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March 16, 2010
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In addition, we also incorporate by reference all future
documents that we file with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act after the effective date
of our initial registration statement relating to the securities
covered by this prospectus until the completion of the
distribution of these securities. These documents include
periodic reports, such as annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K
(other than current reports or portions thereof furnished under
Items 2.02 or 7.01 of
Form 8-K),
as well as proxy statements. The information incorporated by
reference contains information about us and our financial
condition and is an important part of this prospectus supplement
and accompanying prospectus.
We have not authorized anyone to give any information or make
any representation about us that is different from, or in
addition to, that contained in this document or in any of the
materials that we have incorporated into this document. If
anyone does give you information of this sort, you should not
rely on it. If you are in a jurisdiction where offers to sell,
or solicitations of offers to purchase, the securities offered
by this document are unlawful, or if you are a person to whom it
is unlawful to direct these types of activities, then the offer
presented in this document does not extend to you. The
information contained in this document speaks only as of the
date of this document unless the information specifically
indicates that another date applies.
S-29
PROSPECTUS
COMMON
STOCK
We may offer and sell from time to time shares of our common
stock up to a total dollar amount of $60 million. This
prospectus provides you with a general description of the common
stock and how we may sell it. Each time we offer common stock
pursuant to this prospectus, we will provide you with a
prospectus supplement, and, if necessary, a pricing supplement,
that will describe the specific amounts and price per share of
the common stock being offered. These supplements may also add,
update or change information contained in this prospectus. To
understand the terms of the common stock offered, you should
carefully read this prospectus with the applicable supplements,
which together provide the specific terms of the securities we
are offering.
Our common stock is traded on the Nasdaq Capital Market under
the Symbol FLIC.
This prospectus may be used to offer and sell common stock only
if accompanied by the prospectus supplement and any applicable
pricing supplement for this common stock.
You should read this prospectus and any supplements carefully
before you invest.
Investing in our securities involves a high degree of risk.
See the section entitled Risk Factors, on
page 5 of this prospectus, in any prospectus supplement and
in the documents we file with the SEC that are incorporated in
this prospectus by reference for certain risks and uncertainties
you should consider.
These securities are not deposits or obligations of a bank or
savings association and are not insured or guaranteed by the
Federal Deposit Insurance Corporation or any other governmental
agency.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined that this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is July 2, 2010
TABLE OF
CONTENTS
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TABLE OF CONTENTS
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2
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ABOUT THIS PROSPECTUS
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3
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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3
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THE FIRST OF LONG ISLAND CORPORATION
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4
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SUMMARY
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4
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RISK FACTORS
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5
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SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS
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6
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THE OFFERING
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7
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USE OF PROCEEDS
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7
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REGULATION AND SUPERVISION
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7
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DESCRIPTION OF OUR COMMON STOCK
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8
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PLAN OF DISTRIBUTION
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11
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LEGAL MATTERS
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12
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EXPERTS
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WHERE YOU CAN FIND MORE INFORMATION
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13
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2
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission (the
SEC) utilizing a shelf registration
process. Under the shelf registration process, we may from time
to time offer and sell the common stock described in this
prospectus in one or more offerings, up to a total dollar amount
of $60 million. This prospectus, including the information
incorporated by reference, provides you with a general
description of our business and our common stock. Each time we
offer common stock under this registration statement, we will
provide a prospectus supplement and, if necessary, a pricing
supplement, that will contain specific information about the
terms of the offer. The prospectus supplement and any pricing
supplement may also add, update or change information contained
in this prospectus. You should read this prospectus, the
prospectus supplement and any pricing supplement together with
the additional information described under the heading
Where You Can Find More Information.
Unless otherwise indicated or unless the context requires
otherwise, all references in this prospectus to the
Corporation, we, us,
our or similar references mean The First of Long
Island Corporation and its direct and indirect subsidiaries
while references to the Bank mean The First National
Bank of Long Island, our wholly-owned subsidiary through which
we conduct all of our business, and its subsidiaries.
INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to incorporate by reference
information into this prospectus. This means that we can
disclose important information to you by referring you to
another document that we file separately with the SEC. The
information incorporated by reference is considered to be a part
of this prospectus, except for any information that is
superseded by information that is included directly in this
prospectus, in a prospectus supplement, or in a more recent
incorporated document.
This prospectus incorporates by reference the documents (or
portions of documents) listed below that we have previously
filed with the SEC. All these documents were filed under SEC
File
No. 001-32694.
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SEC Filings
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Period or Filing Date (as Applicable)
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Annual Report on
Form 10-K,
including information incorporated by reference into the
Form 10-K
from our Annual Report to Stockholders, filed with the SEC on
March 16, 2010.
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Year ended December 31, 2009
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Quarterly Report on
Form 10-Q,
filed with the SEC on May 10, 2010
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Quarter ended March 31, 2010
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Current Reports on
Form 8-K
(other than those reports or portions of reports furnished under
Item 2.02 or 7.01 of
Form 8-K)
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June 21, 2010, May 19, 2010, April 22, 2010
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Portions of our proxy statement for the annual meeting of
stockholders held on April 20, 2010 that have been
incorporated by reference in our Annual Report on
Form 10-K
for the year ended December 31, 2009
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March 16, 2010
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In addition, we also incorporate by reference all future
documents that we file with the SEC under Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act) after the effective date of our
initial registration statement relating to the securities
covered by this prospectus until the completion of the
distribution of these securities. These documents include
periodic reports, such as annual reports on
Form 10-K,
quarterly reports on
Form 10-Q
and current reports on
Form 8-K
(other than current reports or portions thereof furnished under
Items 2.02 or 7.01 of
Form 8-K),
as well as proxy statements. The information incorporated by
reference contains information about us and our financial
condition and is an important part of this prospectus and any
accompanying prospectus supplement.
We have not authorized anyone to give any information or make
any representation about us that is different from, or in
addition to, that contained in this document or in any of the
materials that we have incorporated into this document. If
anyone does give you information of this sort, you should not
rely on it. If
3
you are in a jurisdiction where offers to sell, or solicitations
of offers to purchase, the securities offered by this document
are unlawful, or if you are a person to whom it is unlawful to
direct these types of activities, then the offer presented in
this document does not extend to you. The information contained
in this document speaks only as of the date of this document
unless the information specifically indicates that another date
applies.
THE FIRST
OF LONG ISLAND CORPORATION
We are a onebank holding company that was incorporated on
February 7, 1984 for the purpose of providing financial
services through our whollyowned subsidiary, The First
National Bank of Long Island. At March 31, 2010, we had
total assets of $1.65 billion, deposits of
$1.30 billion and stockholders equity of
$121.5 million.
The Bank was organized in 1927 as a national banking association
under the laws of the United States of America and was known as
The First National Bank of Glen Head until June 30, 1978.
The Bank has an Investment Management Division that provides
investment management, pension trust, personal trust, estate,
and custody services. The Bank has a whollyowned
subsidiary FNY Service Corp. (FNY Service) that
holds investment securities. The Bank and FNY Service jointly
own another subsidiary, The First of Long Island REIT, Inc. (the
REIT), a real estate investment trust.
Our address is The First of Long Island Corporation, 10 Glen
Head Road, Glen Head, New York 11545 and our telephone number is
(516) 671-4900.
SUMMARY
This summary highlights information contained elsewhere in this
prospectus or in the documents incorporated into this prospectus
by reference. Because this is a summary, it may not contain all
of the information that is important to you. Therefore, you
should also read the more detailed information set forth in this
prospectus or applicable prospectus supplement, our consolidated
financial statements, and the other information that is
incorporated by reference in this prospectus, before making a
decision to invest in our common stock.
General
We serve the financial needs of privately owned businesses,
professionals, consumers, public bodies, and other organizations
primarily in Nassau and Suffolk Counties, Long Island and
Manhattan.
Our principal business consists of attracting business and
consumer checking deposits, money market deposits, time deposits
and savings deposits and investing those funds in commercial and
residential mortgage loans, commercial loans, home equity loans
and lines of credit, and investment securities. Our loan
portfolio is primarily comprised of loans to borrowers in Nassau
and Suffolk Counties and New York City, and our real estate
loans are principally secured by properties located in these
geographic areas. Our investment securities portfolio is
primarily comprised of passthrough mortgagebacked
securities and collateralized mortgage obligations issued by
U.S. government agencies and municipal securities.
We provide a more detailed description of our lending, investing
and deposit-gathering activities in our
Form 10-K.
4
Services
In addition to loan and deposit products, we offer other
services to our customers, including the following:
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Account Reconciliation Services
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Night Depository Services
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ATM Banking
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Payroll Services
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Bank by Mail
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Personal Money Orders
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Bill Payment Using PC or Telephone Banking
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Remote Deposit
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Cash Management Services
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Safe Deposit Boxes
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Collection Services
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Securities Transactions
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Controlled Disbursement Accounts
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Signature Guarantee Services
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Counter Checks
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Telephone Banking
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DriveThrough Banking
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Travelers Checks
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Internet PC Banking
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Trust and Investment Management Services
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Lock Box Services
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U.S. Savings Bonds
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Merchant Credit Card Depository Services
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Wire Transfers and Foreign Cables
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Mutual Funds, Annuities, Life Insurance and Securities
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Withholding Tax Depository Services
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Locations
Our main office is located in Glen Head, Long Island. Most of
our other branches are located in Nassau and Suffolk counties,
Long Island. In addition, we have three branches in Manhattan.
The following listing describes our branch system by type and
location:
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Nineteen full service offices on Long Island (Babylon, Bayville,
Bellmore, Cold Spring Harbor, East Meadow, Garden City, Glen
Head, Greenvale, Huntington, Locust Valley, Merrick, Northport,
Northport Village, Old Brookville, Rockville Centre, Roslyn
Heights, Sea Cliff, Valley Stream, Woodbury)
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Twelve commercial banking offices, with nine on Long Island and
three in Manhattan (Bohemia, Deer Park, two in Farmingdale,
Great Neck, Hauppauge, Hicksville, three in Manhattan, New Hyde
Park, Port Jefferson Station)
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Two Select Service Banking Centers on Long Island (Lake Success
and Smithtown) that serve the needs of affluent consumers as
well as businesses
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Our newest office is a full service office in Bellmore, Long
Island that opened June 2010. We continue to evaluate potential
new branch sites both on Long Island and in New York City, and
we currently expect to open full service offices in Point
Lookout and Massapequa, Long Island in 2011.
RISK
FACTORS
Before making an investment decision, you should carefully
consider, in light of your particular investment objectives and
financial circumstances, the risks described under Risk
Factors in the applicable prospectus supplement and in our
most recent Annual Report on
Form 10-K
and Quarterly Reports on
Form 10-Q,
together with all of the other information appearing in this
prospectus or incorporated by reference into this prospectus,
the prospectus supplement or any applicable pricing supplement.
In addition to those risk factors, there may be additional risks
and uncertainties of which we are unaware or that we deem
immaterial. Our business, financial condition or results of
operations could be materially adversely affected by any of
these risks. The trading price of our common stock could decline
due to any of these risks, and you may lose all or part of your
investment.
5
SPECIAL
NOTE REGARDING FORWARDLOOKING STATEMENTS
We make forward-looking statements in this prospectus and the
documents incorporated into it by reference. These
forward-looking statements include: statements of goals,
intentions, and expectations; estimates of risks and of future
costs and benefits; assessments of probable loan losses;
assessments of market risk; and statements of the ability to
achieve financial and other goals. Forward-looking statements
are typically identified by words such as believe,
expect, could, should,
would, may, anticipate,
intend, outlook, estimate,
forecast, project and other similar
words and expressions.
Forward-looking statements are subject to numerous assumptions,
risks, and uncertainties that may change over time.
Forward-looking statements speak only as of the date they are
made. Because forward-looking statements are subject to
assumptions and uncertainties, actual results or future events
could differ, possibly materially, from those that we
anticipated in our forward-looking statements and our future
results could differ, possibly materially, from historical
performance.
Our forward-looking statements are subject to the following
principal risks and uncertainties:
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changes in economic conditions, including an economic recession
that could affect the value of real estate collateral securing
our mortgage loans and the ability of borrowers to repay their
loans;
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the timing and amount of revenues that we may recognize;
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increased competition among depository and other financial
institutions;
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inflation and changes in the interest rate environment
(including changes in the shape of the yield curve) that reduce
our margins or fair value of our financial instruments;
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our ability to enter new markets successfully and capitalize on
growth opportunities;
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changes in consumer spending, borrowing and savings habits;
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legislative and regulatory changes, including broad financial
reform, the creation of new agencies focused on consumer
protection, increases in FDIC assessments and increased
regulatory oversight of our business;
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monetary and fiscal policies of the federal government,
including the impact of the current government effort to
restructure the U.S. financial and regulatory system;
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changes in tax policies, rates and regulations of federal, state
and local tax authorities;
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deposit flows;
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the cost of funds;
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demand for loan products and other financial services;
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changes in the quality and composition of our loan and
investment portfolios;
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changes in managements business strategies;
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changes in accounting principles, estimates, policies or
guidelines;
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changes in real estate values;
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technology risk; and
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a variety of other matters that, by their nature, are subject to
significant uncertainties.
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We provide greater detail regarding some of these factors in our
annual report on
Form 10-K
for the year ended December 31, 2009, including the
Risk Factors section of that report, and in our
other filings with the SEC. You should not place undue reliance
on these forward-looking statements, which reflect our
expectations only as of the date of this prospectus or any
accompanying prospectus supplement. We do not assume any
obligation to revise forward-looking statements except as may be
required by law.
THE
OFFERING
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Issuer
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The First of Long Island Corporation
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Common stock offered by us
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Up to $60 million in common stock, $.10 par value
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Use of proceeds
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We intend to use the proceeds of the offering for general
corporate purposes. See Use of Proceeds.
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Market and trading symbol for the common stock
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Our common stock is listed and traded on the Nasdaq Capital
Market under the symbol FLIC.
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Dividends and distributions
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We have historically paid dividends on our common stock. The
decision to pay dividends is at the discretion of our Board of
Directors, and we may be prohibited from paying dividends in
certain circumstances.
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Risk Factors
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Investing in our common stock involves risk. You should
carefully consider the information contained in, or incorporated
by reference into, this prospectus and any applicable prospectus
supplement.
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USE OF
PROCEEDS
We intend to use all of the proceeds from the sale of our
securities for general corporate purposes unless otherwise
indicated in the prospectus supplement relating to a specific
issuance. Our general corporate purposes could include
contributing capital to our Bank to maintain or increase
regulatory capital levels or support growth in its lending and
deposit-gathering activities; financing expansion of our branch
system; and possibly acquiring other financial institutions, or
branches thereof, or businesses engaged in activities that we
believe complement our banking business.
The precise amounts and the timing of any sale of our securities
will depend upon market conditions, our Banks funding
requirements, the availability of other funds and other factors.
Until we use the net proceeds from any sale of our securities
for general corporate purposes, they will be temporarily
invested. We may have the ability, on a recurrent basis, to
engage in successive financings as the need arises to finance
our corporate strategies, support our growth, or fund our Bank.
REGULATION AND
SUPERVISION
As a bank holding company controlling the Bank, we are subject
to the Bank Holding Company Act of 1956, as amended
(BHCA), and the rules and regulations of the Board
of Governors of the Federal Reserve System (Federal
Reserve Board) under the BHCA applicable to bank holding
companies. We are required to file reports with, and otherwise
comply with the rules and regulations of, the Federal Reserve
Board and the SEC.
The Bank is a national bank organized under the laws of the
United States of America. The lending, investment, and other
business operations of the Bank are governed by federal laws and
regulations and the Bank is prohibited from engaging in any
operations not specifically authorized by these laws and
regulations. The Bank is subject to extensive regulation by the
Office of the Comptroller of the Currency (OCC) and
to a lesser extent by the Federal Deposit Insurance Corporation
(FDIC), as its deposit insurer, as well as by the
Federal Reserve Board. The Banks deposit accounts are
insured up to applicable limits by the FDIC under its Deposit
Insurance Fund.
7
These regulatory authorities have extensive enforcement
authority over the institutions that they regulate to prohibit
or correct activities that violate a law, regulation or
regulatory agreement or which are deemed to be unsafe or unsound
banking practices. Enforcement actions may include the
appointment of a conservator or receiver; the issuance of a
cease and desist order; the termination of deposit insurance;
the imposition of civil money penalties on the institution, its
directors, officers, employees and institution-affiliated
parties; the issuance of directives to increase capital; the
issuance of formal and informal agreements; the removal of or
restrictions on directors, officers, employees and
institution-affiliated parties; and the enforcement of any such
mechanisms through restraining orders or other court actions.
Any change in laws and regulations, whether by the OCC, the
FDIC, the Federal Reserve Board or through legislation, could
have a material adverse impact on us, our operations and our
stockholders.
Because we are a holding company, our rights and the rights of
our creditors and the holders of the securities we are offering
under this prospectus to participate in the assets of the Bank
upon liquidation or reorganization will be subject to the prior
claims of depositors and creditors of the Bank, except to the
extent that we may ourselves be a creditor with recognized
claims against the Bank. In addition, dividends, loans and
advances from the Bank to us are restricted by federal law.
For a discussion of the material elements of the regulatory
framework applicable to bank holding companies and their
subsidiaries, and specific information relevant to us and the
Bank, you should refer to our Annual Report on
Form 10-K
for the year ended December 31, 2009, and any other
subsequent reports filed by us with the SEC, which are
incorporated by reference in this prospectus. This regulatory
framework is intended primarily for the protection of depositors
and the Deposit Insurance Fund that insures deposits of the
Bank, rather than for the protection of security holders.
DESCRIPTION
OF OUR COMMON STOCK
We are authorized to issue 20,000,000 shares of common
stock, par value $0.10 per share. As of March 31, 2010, we
had 7,251,734 shares of common stock outstanding. As of
March 31, 2010, there were also stock options and
restricted stock units with respect to approximately
577,451 shares under our equity compensation plans, of
which 519,106 were stock options and 58,345 were restricted
stock units. Each share of common stock has the same relative
rights as, and is identical in all respects to, each other share
of common stock.
Dividends
The holders of our common stock are entitled to receive and
share equally in dividends, if any, declared by the Board of
Directors out of funds legally available therefor. Under the New
York Business Corporation Law, we may pay dividends on our
outstanding shares except when the Corporation is insolvent or
would be made insolvent by the dividend. In addition, we may pay
dividends out of surplus only, so that our net assets remaining
after any payments are at least equal to the amount of stated
capital.
Voting
Rights
The holders of our common stock are generally entitled to one
vote per share, but have the right to cumulate their votes in
the election of directors. This means that for the election of
directors, each share is entitled to as many votes as there are
directors to be elected, and that these votes may be cumulated
and voted for one nominee or divided equally among as many
different nominees as the stockholder chooses.
Classified
Board
Our Board of Directors is currently divided into two classes,
with one class elected at each annual meeting of stockholders.
Each year, five directors are up for election for a two-year
term. Because we have cumulative voting, stockholders can
cumulate their votes for one nominee or divide them among up to
five nominees.
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Liquidation
In the event of our liquidation, dissolution or winding up, the
holders of our common stock would be entitled to receive, after
payment or provision for payment of all our debts and
liabilities, all of our assets available for distribution. Our
common stock is junior to our existing and any future
indebtedness.
No
Preemptive Rights
Holders of our common stock do not have preemptive rights with
respect to any shares that may be issued.
Transfer
Agent
The Transfer Agent for the common stock is Registrar and
Transfer Company, Cranford, New Jersey.
Anti-Takeover
Effects of Certain Provisions
Certain provisions of our certificate of incorporation,
shareholder protection rights plan, New York Business
Corporation Law and banking laws applicable to us may have the
effect of delaying, deterring or discouraging another party from
acquiring control of us.
Business
Combinations
Our certificate of incorporation prohibits any merger or other
business combination between us and any major stockholder unless:
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The business combination was approved by our Board prior to the
time the major stockholder that is involved in the business
combination became a major stockholder and by at least 70% of
our outstanding voting stock;
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The major stockholder involved in the business combination
sought and obtained the unanimous prior approval of our Board to
become a major stockholder and the business combination is
approved by a majority of our continuing directors and by at
least 70% of our outstanding voting stock;
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The business combination is approved by at least 70% of our
continuing directors and by at least 70% of our outstanding
voting stock; or
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The business combination is approved by at least 70% of our
outstanding voting stock and by at least 70% of our outstanding
voting stock beneficially owned by stockholders other than any
major stockholder.
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We define major stockholder in our certificate of
incorporation as a person (together with any affiliate,
associate or any other person with whom this person is acting in
concert) who beneficially owns, or has the right to acquire, at
least 10% of our voting stock. We define a continuing
director, as a director who (i) was a director before
the major stockholder became a major stockholder or
(ii) was designated as a continuing director by existing
continuing directors before that director is elected to the
Board.
New York
Law
We are subject to Section 912 of the New York Business
Corporation Law, which regulates, subject to some exceptions,
acquisitions of New York corporations. In general,
Section 912 prohibits us from engaging in a business
combination with an interested shareholder for
a period of five years following the date the person becomes an
interested shareholder, unless:
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our Board of Directors approved the business combination or the
transaction in which the person became an interested shareholder
prior to the date the person attained this status;
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the holders of a majority of our outstanding voting stock not
beneficially owned by the interested shareholder approved the
business combination at a meeting called for that purpose no
earlier than five years after the interested shareholder
attained this status; or
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the business combination meets certain valuation requirements.
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Section 912 defines a business combination to
include, among others:
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any merger or consolidation involving us and the interested
shareholder;
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any sale, lease, exchange, mortgage, pledge, transfer or other
disposition to the interested shareholder of 10% or more of our
assets;
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the issuance or transfer by us of 5% or more of our outstanding
stock to the interested shareholder, subject to certain
exceptions;
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the adoption of any plan or proposal for our liquidation or
dissolution pursuant to any agreement with the interested
shareholder;
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any transaction involving us that has the effect of increasing
the proportionate share of our stock owned by the interested
shareholder; and
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the receipt by the interested shareholder of the benefit of any
loans, advances, guarantees, pledges, or other financial
benefits provided by or through us except proportionately as a
shareholder.
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In general, Section 912 defines an interested
shareholder as any shareholder who beneficially owns,
directly or indirectly, 20% or more of the outstanding voting
stock of a corporation or who is an affiliate or associate of
such corporation and at any time within the five-year period
prior to the time of determination of interested shareholder
status did own 20% or more of the then outstanding voting stock
of the corporation.
Amendment
of Certificate of Incorporation
Amendment of our certificate of incorporation generally requires
the affirmative vote of 70% of our outstanding voting stock, but
amendment of the provision with respect to business combinations
discussed above requires (i) approval by at least 70% of
our outstanding voting stock and (ii) approval by at least
70% of our outstanding voting stock beneficially owned by
stockholders other than any major stockholder.
Designation
Rights of Common Stock
Our Board has the right to allot shares of common stock, and
pursuant to the laws of the State of New York, the Board has the
power to fix or alter, from time to time, in respect to shares
then unallotted, any or all of the following: the dividend rate,
the redemption price, the liquidation price, the conversion
rights and the sinking or purchase fund rights of shares of any
class, or of any series of any class, or the number of shares
constituting any series of any class. Since our incorporation in
1984, we have issued only one class of common stock, and do not
expect to allot any shares of common stock with rights different
from those of our outstanding common stock.
Shareholder
Protection Rights Plan
In 2006, we adopted a shareholder protection rights plan. We
distributed one right (the Rights) for each share of
common stock outstanding. In the absence of the triggering
events described below, the Rights are attached to the common
stock and are not exercisable. Our Board set an exercise price
of $150, which was adjusted to $75 following a stock split in
2007.
The Rights become exercisable following the earlier of
(1) the tenth business day, or such later date as our Board
may decide, after a person or group commences a tender offer
that would result in that person or
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group holding a total of 20% or more of our common stock, or
(2) ten business days after, or such earlier or later date
as our Board may decide, the announcement by us that a person or
group has acquired 20% or more of the outstanding common stock.
Upon becoming exercisable, each Right will entitle the holder to
purchase that number of shares of common stock having a market
value of twice the exercise price. Also, if any person acquires
20% or more of the outstanding common stock, the Board can
require that, in lieu of exercise, each outstanding Right be
exchanged for one share of common stock. The Rights plan also
has a flip over provision that permits holders of rights other
than the person or group acquiring 20% or more to acquire equity
interests in any acquisition entity that might be used for a
merger with us.
Our Board may redeem the Rights at a price of $.01 per Right at
any time prior to our announcement that any person or group has
acquired 20% or more of our common stock. The Rights expire
August 1, 2016 unless terminated earlier by our Board.
The Bank
Holding Company Act Restrictions on Share Ownership
The Bank Holding Company Act generally would prohibit any
company that is not engaged in financial activities and
activities that are permissible for a bank holding company or a
financial holding company from acquiring control of us.
Control is generally defined as ownership of 25% or
more of the voting stock or other exercise of a controlling
influence. In addition, any existing bank holding company would
need the prior approval of the Federal Reserve before acquiring
5% or more of our voting stock. The Change in Bank Control Act
of 1978, as amended, prohibits a person or group of persons from
acquiring control of a bank holding company unless the Federal
Reserve has been notified and has not objected to the
transaction. Under a rebuttable presumption established by the
Federal Reserve, the acquisition of 10% or more of a class of
voting stock of a bank holding company with a class of
securities registered under Section 12 of the Exchange Act,
such as us, could constitute acquisition of control of the bank
holding company.
Indemnification
of Directors and Officers
The New York Business Corporation Law permits a corporation to
indemnify its current and former directors and officers against
expenses, judgments, fines and amounts paid in connection with a
legal proceeding. To be indemnified, the person must have acted
in good faith and in a manner the person reasonably believed to
be in, and not opposed to, the best interests of the
corporation. With respect to any criminal action or proceeding,
the person must not have had reasonable cause to believe the
conduct was unlawful.
Our certificate of incorporation and bylaws provide that, to the
fullest extent permitted by the New York law, we will indemnify
our directors and officers against all expenses actually and
reasonably incurred by them as a result of their being
threatened with or otherwise involved in any action, suit or
proceeding (other than an action commenced on our own behalf) by
virtue of the fact that they are or were one of our officers or
directors. We also may purchase and maintain insurance to
provide defense and indemnification coverage for any obligation
we incur as a result of the indemnification of directors and
officers, or to provide defense and indemnity coverage for
directors and officers.
PLAN OF
DISTRIBUTION
We may sell our common stock in any of three ways (or in any
combination thereof):
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through underwriters or dealers;
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directly to purchasers; or
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through agents.
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Each time that we use this prospectus to sell our common stock,
we will also provide a prospectus supplement that contains the
specific terms of the offering.
11
The prospectus supplement will set forth the terms of the
offering of the common stock, including:
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the name or names of any underwriters, dealers or agents and the
type and amounts of common stock underwritten or purchased by
each of them; and
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the public offering price of the common stock and the proceeds
to us and any discounts, commissions or concessions allowed or
reallowed or paid to dealers.
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Any public offering price and any discounts or concessions
allowed or reallowed or paid to dealers may be changed from time
to time. If we use underwriters in the sale of common stock, the
shares will be acquired by the underwriters for their own
account and may be resold from time to time in one or more
transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the
time of sale.
The common stock may be either offered to the public through
underwriting syndicates represented by managing underwriters, or
directly by underwriters.
Generally, the underwriters obligations to purchase the
common stock will be subject to certain conditions precedent.
The underwriters will be obligated to purchase all of the common
stock if they purchase any.
We may sell common stock through agents from time to time. The
prospectus supplement will name any agent involved in the offer
or sale of our common stock and any commissions we pay to them.
Generally, any agent will be acting on a best efforts basis for
the period of its appointment.
In compliance with the requirements of the Financial Industry
Regulatory Authority (FINRA), the aggregate maximum
commission, discount or agency fees or other items constituting
underwriting compensation that we will pay to any FINRA member
or independent broker-dealer will not exceed 8% of the gross
proceeds of any offering pursuant to this prospectus and any
applicable supplement.
We may authorize underwriters, dealers or agents to solicit
offers by certain purchasers to purchase our common stock at the
public offering price set forth in the prospectus supplement
pursuant to delayed delivery contracts providing for payment and
delivery on a specified date in the future. The contracts will
be subject only to those conditions set forth in the prospectus
supplement, and the prospectus supplement will set forth any
commissions or discounts we pay for solicitation of these
contracts.
Agents and underwriters may be entitled to indemnification by us
against certain civil liabilities, including liabilities under
the Securities Act of 1933, as amended, or to contribution with
respect to payments which the agents or underwriters may be
required to make in respect thereof. Agents and underwriters may
be customers of, engage in transactions with, or perform
services for us in the ordinary course of business.
LEGAL
MATTERS
The validity of the shares of common stock we are offering
hereby and selected other legal matters in connection with the
offering will be passed upon for us by the law firm of
Lindquist & Vennum P.L.L.P., Minneapolis, Minnesota.
EXPERTS
The consolidated balance sheets of The First of Long Island
Corporation and subsidiaries as of December 31, 2009 and
2008, and the related consolidated statements of income,
stockholders equity and cash flows for each of the years
in the three-year period ended December 31, 2009, included
in our 2009 Annual Report on
Form 10-K
for the year ended December 31, 2009, and incorporated by
reference herein, have been incorporated by reference herein in
reliance upon the report of Crowe Horwath LLP, independent
registered public accounting firm, and upon the authority of
said firm as experts in accounting and auditing.
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WHERE YOU
CAN FIND MORE INFORMATION
We file reports, proxy statements, and other documents with the
SEC. You may read and copy any document we file at the
SECs public reference room at 100 F Street,
N.E., Room 1580, Washington, D.C. 20549. You should
call
1800SEC0330
for more information on the public reference room. Our SEC
filings are also available to you on the SECs Internet
site at
http://www.sec.gov.
This prospectus is part of a registration statement that we
filed with the SEC. The registration statement contains more
information than this prospectus regarding us, including certain
exhibits and schedules. You can obtain a copy of the
registration statement from the SEC at its offices at
100 F Street NE, Washington, DC 20549 or from the
SECs Internet site.
You can obtain any of the documents incorporated by reference in
this document from the SEC through their Internet site or
directly from us. Documents incorporated by reference are
available from us without charge, excluding any exhibits to
those documents, unless the exhibit is specifically incorporated
by reference as an exhibit in this prospectus. You can obtain
documents incorporated by reference in this prospectus by
requesting them in writing or by telephone from us at:
Treasurer
The First of Long Island Corporation
10 Glen Head Road
Glen Head, New York 11545
516-671-4900
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In addition, we maintain a corporate website, www.fnbli.com. We
make available, through our website, our annual reports on
Form 10K,
quarterly reports on
Form 10Q,
current reports on
Form 8K,
proxy statements and any amendments to these reports filed or
furnished pursuant to Section 13(a) or 15(d) of the
Exchange Act as soon as reasonably practicable after we
electronically file such material with, or furnish it to, the
SEC. This reference to our website is for the convenience of
investors as required by the SEC. No information on our website
is incorporated by reference into this prospectus or into any
prospectus supplement. We have not authorized anyone to give any
information or make any representation about us that is
different from, or in addition to, those contained in this
prospectus or in any of the materials that we have incorporated
into this prospectus. If anyone does give you information of
this sort, you should not rely on it. If you are in a
jurisdiction where offers to sell, or solicitations of offers to
purchase, the securities offered by this document are unlawful,
or if you are a person to whom it is unlawful to direct these
types of activities, then the offer presented in this document
does not extend to you. The information contained in this
document speaks only as of the date of this document unless the
information specifically indicates that another date applies.
14
1,250,000 Shares
Common Stock
Keefe,
Bruyette & Woods
July 14, 2010