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As filed with the Securities and Exchange Commission on June 5, 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NEW YORK COMMUNITY BANCORP, INC.
(exact name of registrant as specified in its charter)
DELAWARE 06-1377322
(state or other jurisdiction of (IRS Employer Identi-
incorporation or organization) fication No.)
615 Merrick Avenue
Westbury, New York 11590
(516) 683-4100
(Address, including zip code, and telephone
number, including area code, of registrant's principal executive offices)
NEW YORK COMMUNITY BANCORP, INC.
1997 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
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Joseph R. Ficalora Copies to:
President and Chief Executive Officer Eric S. Kracov, Esq.
New York Community Bancorp, Inc. Lawrence M.F. Spaccasi, Esq.
615 Merrick Avenue Muldoon Murphy & Faucette LLP
Westbury, New York 11590 5101 Wisconsin Avenue, N.W.
(516) 683-4100 Washington, DC 20016
(Name, address, including zip code, (202) 362-0840
and telephone number, including area code,
of agent for service)
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. / X /
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Title of each Class of Proposed
Securities to be Amount to be Purchase Price Estimated Aggregate Registration
Registered Registered (1) Per Share Offering Price(2) Fee
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Common Stock 5,000,000
$.01 par Value Shares $28.09(2) $40,450,000 $12,921.40
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(1) 5,000,000 additional shares are being registered for issuance pursuant to the New York Community Bancorp, Inc, 1997
Stock Option Plan, as amended ("Option Plan"). In addition, this Registration Statement covers an indeterminate number
of shares reserved for issuance pursuant to the Option Plan as a result of any future stock split, stock dividend or
similar adjustment of the outstanding Common Stock.
(2) Estimated solely for the purpose of calculating the amount of the registration fee. Pursuant to Rule 457(c) under the
Securities Act of 1933, as amended (the "Securities Act"), the price per share is estimated to be $28.09 based upon
the average trading price of the common stock, $.01 par value per share (the "Common Stock"), of New York Community
Bancorp, Inc. (the "Registrant"), as reported on the Nasdaq National Market on May 29, 2002.
This Registration Statement shall become effective immediately upon filing in
accordance with Section 8(a) of the Securities Act of 1933, as amended, (the
"Securities Act") and 17 C.F.R. ss.230.462.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
EXPLANATORY NOTE
The contents of the previously filed Registration Statement for New York
Community Bancorp, Inc. dated August 5, 1997 and subsequently amended
(Registration No. 333-32881), is hereby incorporated by reference. This
registration statement is being filed to register 5,000,000 additional shares
of New York Community Bancorp, Inc. common stock.
Item 8. Exhibits
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The following exhibits are filed with or incorporated by reference into
this Registration Statement on Form S-8 (numbering corresponds generally to
Exhibit Table in Item 601 of Regulation S-K):
No. Exhibit
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5 Opinion of Muldoon Murphy & Faucette LLP, Washington, D.C.,
as to the legality of the common stock registered hereby.
10 New York Community Bancorp, Inc. 1997 Stock Option Plan (1)
23.1 Consent of KPMG LLP.
23.2 Consent of Muldoon Murphy & Faucette LLP (see Exhibit 5).
24 Power of attorney (see signature pages).
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(1) Incorporated herein by reference from Exhibit A to the Proxy Statement on
form DEF 14A (SEC File No. 000-22278) filed with the SEC on March 20, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, New York Community
Bancorp, Inc. hereby certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the Town of Westbury, State of New York, on June 5, 2002.
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Joseph R. Ficalora
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Joseph R. Ficalora
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below (other than Mr. Ficalora) constitutes and appoints Joseph R. Ficalora, and
Mr. Ficalora constitutes and appoints Michael F. Manzulli, as the true and
lawful attorney-in-fact and agent with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities to sign any or all amendments to the Form S-8 Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the U.S. Securities and Exchange Commission,
respectively, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and things requisite and
necessary to be done as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agent or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Name Title Date
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/s/Joseph R. Ficalora President and June 5, 2002
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Joseph R. Ficalora Chief Executive Officer
(principal executive officer)
/s/Michael F. Manzulli Chairman of the Board of June 5, 2002
----------------------------- of Directors
Michael F. Manzulli
/s/Robert Wann Executive Vice President and June 5, 2002
----------------------------- Chief Financial Officer (principal
Robert Wann accounting and financial officer)
/s/William C. Frederick, M.D. Director June 5, 2002
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William C. Frederick, M.D.
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/s/Donald M. Blake Director June 5, 2002
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Donald M. Blake
/s/Max L. Kupferberg Director June 5, 2002
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Max L. Kupferberg
/s/Robert S. Farrell Director June 5, 2002
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Robert S. Farrell
/s/Howard C. Miller Director June 5, 2002
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Howard C. Miller
/s/Dominick Ciampa Director June 5, 2002
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Dominick Ciampa
/s/Anthony E. Burke Director June 5, 2002
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Anthony E. Burke