As filed with the Securities and Exchange Commission on May 31, 2005
Registration No. 333-89450
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
Registration Statement
Under
The Securities Act of 1933
FLUSHING FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 11-3209278
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1979 MARCUS AVENUE, SUITE E140,
LAKE SUCCESS, NY 11042
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(Address of Principal Executive Offices) (Zip Code)
1996 Stock Option Incentive Plan
and
1996 RESTRICTED STOCK INCENTIVE PLAN
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(Full title of the plans)
John R. Buran
Flushing Financial Corporation,
1979 Marcus Avenue, Suite E140, Lake Success, NY 11042
(718) 961-5400
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(Name, address and telephone number of agent for service)
Copy to: Gloria W. Nusbacher, Esq.
Hughes Hubbard & Reed LLP
One Battery Park Plaza
New York, N.Y. 10004
EXPLANATORY STATEMENT
This Post-Effective Amendment No. 1 is being filed by Flushing Financial
Corporation (the "Company") to transfer shares of the Company's common stock
originally registered for delivery under the Company's 1996 Restricted Stock
Incentive Plan ("Restricted Stock Plan") and 1996 Stock Option Incentive Plan
("Option Plan") and not previously delivered or subject to outstanding awards
under such plans or which become available for awards after the date hereof to a
new Registration Statement on Form S-8 to be filed contemporaneously to register
shares for delivery under the Company's 2005 Omnibus Incentive Plan ("Omnibus
Plan").
The original registration statement, filed May 31, 2002, registered
202,500 shares for delivery under the Company's Restricted Stock Plan and
810,000 shares for delivery under the Company's Option Plan, in each case as
adjusted for stock splits. Of the shares registered for delivery under the
Restricted Stock Plan, none have been delivered or are subject to outstanding
awards, and all 202,500 shares are available for future grants. None of the
shares registered for delivery under the Option Plan have been delivered, and
all 810,000 shares are subject to outstanding awards.
The Omnibus Plan, which was adopted on May 17, 2005, provides that shares
previously authorized for issuance under the Restricted Stock Plan and the
Option Plan which have not been delivered under such plans and are not subject
to outstanding awards under such plans as of May 17, 2005 or which subsequently
become available for awards as a result of forfeitures or application of shares
to satisfy tax withholding obligations shall instead be used for awards under
the Omnibus Plan. Accordingly, the 202,500 shares that are available for future
grants are hereby deregistered from this Registration Statement and transferred
to the Registration Statement on Form S-8 contemporaneously filed by the Company
with respect to the Omnibus Plan. In addition, to the extent any of the 810,000
shares registered on this registration statement that are subject to outstanding
awards are not delivered to award holders as a result of forfeiture of awards,
the shares not delivered shall be available for awards under the Omnibus Plan
and shall be deemed transferred to the Registration Statement on Form S-8
contemporaneously filed by the Company with respect to such plan.
Item 8. EXHIBITS
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
- filed herewith
Exhibit 24.1 Powers of Attorney - filed herewith
SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing this Post-Effective Amendment No. 1 on
Form S-8 and has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the County of Nassau, State of New
York, on this 27th day of May, 2005.
FLUSHING FINANCIAL CORPORATION
By: /S/ JOHN R. BURAN
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John R. Buran
Executive Vice President and
Chief Operating Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 has been signed below by the following persons in
the capacities indicated on this 27th day of May, 2005.
SIGNATURE CAPACITY
* President and Chief Executive Officer
---------------------------------- and Director
Michael J. Hegarty (Principal Executive Officer)
* Director and Chairman
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Gerard P. Tully, Sr.
* Executive Vice President and Chief
---------------------------------- Operating Officer and Director
John R. Buran
* Senior Vice President, Chief
---------------------------------- Financial Officer and Treasurer
David W. Fry (Principal Financial and
Accounting Officer)
* Director
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James D. Bennett
SIGNATURE CAPACITY
---------------------------------- Director
Steven J. D'Iorio
* Director
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Louis C. Grassi
* Director
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John J. McCabe
* Director
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Vincent F. Nicolosi
* Director
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Donna M. O'Brien
* Director
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Franklin F. Regan, Jr.
* Director
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John E. Roe, Sr.
SIGNATURE CAPACITY
* Director
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Michael J. Russo
* By: /S/ JOHN R. BURAN
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as authorized by Power of
Attorney filed as Exhibit
24.1 to this Registration
Statement
EXHIBIT INDEX
Exhibit 23.1 Consent of Independent Registered Public Accounting Firm
- filed herewith
Exhibit 24.1 Powers of Attorney - filed herewith