As filed with the Securities and Exchange Commission on October 23, 2015.
Registration No. 333-207291
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PRE-EFFECTIVE AMENDMENT NO. 1
TO THE
FORM
S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
Northfield
Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation or organization) |
6035 (Primary Standard Industrial Classification Code Number) |
80-0882592 (I.R.S. Employer Identification Number) |
581 Main Street Woodbridge, New Jersey 07095 (732)
499-7200 |
John W. Alexander Chairman and Chief Executive Officer 581 Main Street Woodbridge, New Jersey 07095 (732)
499-7200 |
Copies to:
|
Ned Quint, Esq. Scott Brown, Esq. Eric Luse, Esq. Luse Gorman, PC 5335 Wisconsin Avenue, N.W., Suite 780 Washington, DC 20015 |
Robert A. Schwartz Windels Marx Lane & Mittendorf, LLP 120 Albany Street Plaza 6th Floor New Brunswick, NJ 08901 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement and the conditions to the consummation of the merger described herein have been satisfied or waived.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ¨ | Accelerated filer | x |
| Non-accelerated filer | ¨ | Smaller reporting company | ¨ |
| (Do not check if a smaller reporting company) | |||
| ¨ | If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: |
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Unit | Proposed Maximum Aggregate Offering Price (2) | Amount of Registration Fee (3) | ||||||||||
| Common Stock, par value $0.01 per share | 2,888,067 | Not applicable | 25,553,789 | 2,574 | (4) | |||||||||
| (1) | Represents the estimated maximum number of shares of common stock issuable by Northfield Bancorp, Inc. upon the consummation of the merger with Hopewell Valley Community Bank. Pursuant to Rule 416, this Registration Statement also covers an indeterminate number of shares of common stock as may become issuable as a result of stock splits, stock dividends or similar transactions. |
| (2) | Pursuant to Rule 457(c) and 457(f) under the Securities Act of 1933, as amended, and solely for the purpose of calculating the registration fee, the proposed maximum aggregate offering price is based on the product of (A) the average of the high and low prices of Hopewell Valley Community Bank common stock on September 30, 2015 ($14.22) as reported on the OTC Pink and (B) the estimated maximum number of shares of Hopewell Valley Community Bank common stock to be received by Northfield Bancorp, Inc. in the merger, less $15,514,524 (the amount of cash to be paid by Northfield Bancorp, Inc. in the merger). |
| (3) | Computed in accordance with Section 6(b) of the Securities Act of 1933 by multiplying 0.0001007 by the proposed maximum aggregate offering price. |
| (4) | Previously paid. |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Articles NINTH and TENTH of the Certificate of Incorporation of Northfield Bancorp, Inc. (the “Corporation”) sets forth circumstances under which directors, officers, employees and agents of the Corporation may be insured or indemnified against liability which they incur in their capacities as such:
NINTH:
A. Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a “proceeding”), by reason of the fact that he or she is or was a Director or an Officer of the Corporation or is or was serving at the request of the Corporation as a Director, Officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to an employee benefit plan (hereinafter an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a Director, Officer, employee or agent or in any other capacity while serving as a Director, Officer, employee or agent, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such law permitted the Corporation to provide prior to such amendment), against all expense, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such indemnitee in connection therewith; provided, however, that, except as provided in Section C hereof with respect to proceedings to enforce rights to indemnification, the Corporation shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the Board of Directors of the Corporation.
B. The right to indemnification conferred in Section A of this Article NINTH shall include the right to be paid by the Corporation the expenses incurred in defending any such proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the Delaware General Corporation Law requires an advancement of expenses incurred by an indemnitee in his or her capacity as a Director of Officer (and not in any other capacity in which service was or is rendered by such indemnitee, including, without limitation, service to an employee benefit plan) shall be made only upon delivery to the Corporation of an undertaking (hereinafter an “undertaking”), by or on behalf of such indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a “final adjudication”) that such indemnitee is not entitled to be indemnified for such expenses under this Section or otherwise. The rights to indemnification and to the advancement of expenses conferred in Sections A and B of this Article NINTH shall be contract rights and such rights shall continue as to an indemnitee who has ceased to be a Director, Officer, employee or agent and shall inure to the benefit of the indemnitee’s heirs, executors and administrators.
C. If a claim under Section A or B of this Article NINTH is not paid in full by the Corporation within sixty days after a written claim has been received by the Corporation, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be twenty days, the indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee also shall be entitled to be paid the expense of prosecuting or defending such suit. In (i) any suit brought by the indemnitee to enforce a right to indemnification hereunder (but not in a suit brought by the indemnitee to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking the Corporation shall be entitled to recover such expenses upon a final adjudication that, the indemnitee has not met any applicable standard for indemnification set forth in the Delaware General Corporation Law. Neither the failure of the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the indemnitee is proper in the circumstances because the
indemnitee has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the Corporation (including its Board of Directors, independent legal counsel, or its stockholders) that the indemnitee has not met such applicable standard of conduct, shall create a presumption that the indemnitee has not met the applicable standard of conduct or, in the case of such a suit brought by the indemnitee, be a defense to such suit. In any suit brought by the indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that the indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article NINTH or otherwise shall be on the Corporation.
D. The rights to indemnification and to the advancement of expenses conferred in this Article NINTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Corporation’s Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested Directors or otherwise.
E. The Corporation may maintain insurance, at its expense, to protect itself and any Director, Officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.
F. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent of the provisions of this Article NINTH with respect to the indemnification and advancement of expenses of Directors and Officers of the Corporation.
TENTH: A Director of this Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the Director derived an improper personal benefit. If the Delaware General Corporation Law is amended to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.
Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director of the Corporation existing at the time of such repeal or modification.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) A list of the exhibits included as part of this registration statement is set forth on the index of exhibits immediately preceding such exhibits and is incorporated herein by reference.
(b) All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission have been omitted because they are not required, amounts which would otherwise be required to be shown with respect to any item are not material, are inapplicable or the required information has already been provided elsewhere in the registration statement.
(c) The opinion of Sandler O’Neill & Partners, L.P. is included as Annex B to the proxy statement/prospectus.
ITEM 22. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) (1) The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
(d) The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
(e) The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the State of New Jersey in the Township of Woodbridge, on this 23rd day of October, 2015.
| NORTHFIELD BANCORP, INC. | |||
| By: | /s/ John W. Alexander | ||
| John W. Alexander | |||
| Chairman and Chief Executive Officer | |||
POWER OF ATTORNEY
We, the undersigned directors and officers of Northfield Bancorp, Inc. (the “Company”) hereby severally constitute and appoint John W. Alexander with full power of substitution, our true and lawful attorney-in-fact and agent, to do any and all things in our names in the capacities indicated below which said John W. Alexander may deem necessary or advisable to enable Northfield Bancorp, Inc. to comply with the Securities Act of 1933, as amended, and any rules regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-4 of Northfield Bancorp, Inc., including specifically but not limited to, power and authority to sign for us in our names in the capacities indicated below, the registration statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that said John W. Alexander shall lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signatures | Title | Date | ||
| /s/ John W. Alexander | Chairman and Chief Executive | October 23, 2015 | ||
| John W. Alexander | Officer (Principal Executive Officer) | |||
| /s/ William R. Jacobs | Chief Financial Officer (Principal | October 23, 2015 | ||
| William R. Jacobs | Financial and Accounting Officer) | |||
| Director | ||||
| John R. Bowen | ||||
| * | Director | |||
| Annette Catino | ||||
| * | Director | |||
| Gil Chapman | ||||
| Director | ||||
| John P. Connors, Jr. | ||||
| Director | ||||
| John J. DePierro | ||||
| * | Director | |||
| Timothy C. Harrison | ||||
| * | Director | |||
| Karen J. Kessler | ||||
| /s/ Steven M. Klein | Director | October 23, 2015 | ||
| Steven M. Klein | ||||
| Director | ||||
| Susan Lamberti | ||||
| * | Director | |||
| Frank P. Patafio | ||||
| * | Director | |||
| Patrick E. Scura, Jr. |
| * | Pursuant to the Power of Attorney filed as Exhibit 24.0 to the Registrant’s Registration Statement on Form S-4, filed on October 5, 2015. |
| /s/ John W. Alexander | October 23, 2015 | |
| John W. Alexander | ||
| Attorney-in-Fact |
EXHIBIT LIST
| EXHIBIT NUMBER |
DESCRIPTION OF EXHIBIT | |
| 2 | Agreement and Plan of Merger by and among Northfield Bank, Northfield Bancorp, Inc., dated as of August 25, 2015 (included as Annex A to the proxy statement/prospectus included in this registration statement). Certain schedules and exhibits have been omitted from the Agreement of Merger as filed with the SEC. The omitted information is considered immaterial from an investor’s perspective. The Registrant will furnish to the SEC supplementally a copy of any omitted schedule or exhibit upon request from the SEC.** | |
| 3.1 | Certificate of Incorporation of Northfield Bancorp, Inc. (1) | |
| 3.2 | Bylaws of Northfield Bancorp, Inc. (1) | |
| 4 | Form of Common Stock Certificate of Northfield Bancorp, Inc. (1) | |
| 5 | Opinion of Luse Gorman, PC regarding the legality of the securities being registered** | |
| 8 | Opinion of Luse Gorman, PC as to tax matters | |
| 10.1 | Amended Employment Agreement with Kenneth J. Doherty (2) † | |
| 10.2 | Amended Employment Agreement with Steven M. Klein (2) † | |
| 10.3 | Supplemental Executive Retirement Agreement with Albert J. Regen (3) † | |
| 10.4 | Northfield Bank 2015 Management Cash Incentive Compensation Plan (2) † | |
| 10.5 | Short Term Disability and Long Term Disability for Senior Management (1) † | |
| 10.6 | Northfield Bank Non-Qualified Deferred Compensation Plan (4) † | |
| 10.7 | Northfield Bank Non Qualified Supplemental Employee Stock Ownership Plan (4) † | |
| 10.8 | Amended Employment Agreement with John W. Alexander (5) † | |
| 10.9 | Amended Employment Agreement with Michael J. Widmer (5) † | |
| 10.10 | Amendment to Northfield Bank Non-Qualified Deferred Compensation Plan (6) † | |
| 10.11 | Amendment to Northfield Bank Non-Qualified Supplemental Employee Stock Ownership | |
| Plan (6) † | ||
| 10.12 | Northfield Bancorp, Inc. 2008 Equity Incentive Plan (7) † | |
| 10.13 | Form of Director Non-Statutory Stock Option Award Agreement under the 2008 Equity Incentive | |
| Plan (6) † | ||
| 10.14 | Form of Director Restricted Stock Award Agreement under the 2008 Equity Incentive Plan (6) † | |
| 10.15 | Form of Employee Non-Statutory Stock Option Award Agreement under the 2008 Equity | |
| Incentive Plan (6) † | ||
| 10.16 | Form of Employee Incentive Stock Option Award Agreement under the 2008 Equity Incentive | |
| Plan (6) † | ||
| 10.17 | Form of Employee Restricted Stock Award Agreement under the 2008 Equity Incentive | |
| Plan (6) † | ||
| 10.18 | Northfield Bancorp, Inc. Management Cash Incentive Plan (8) † | |
| 10.19 | Group Term Replacement Plan (9) † | |
| 10.20 | Agreement and General Release with Madeline G. Frank dated March 15, 2012 (10) † | |
| 10.21 | Amended Employment Agreement with William R. Jacobs (2) † | |
| 10.22 | Northfield Bancorp, Inc. 2014 Equity Incentive Plan (11) † | |
| 10.23 | Form of Employee Stock Option Award Agreement under the 2014 Equity Incentive Plan with the Exception of John W. Alexander and Steven M. Klein (12) † | |
| 10.24 | Form of Employee Stock Option Award Agreement under the 2014 Equity Incentive Plan with John W. Alexander and Steven M. Klein (12) † |
| 10.25 | Form of Director Non-Statutory Stock Option Award Agreement under the 2014 Equity Incentive Plan (12) † | |||
| 10.26 | Form of Employee Restricted Stock Award Agreement under the 2014 Equity Incentive Plan with the exception of John W. Alexander and Steven M. Klein (12) † | |||
| 10.28 | Form of Restricted Stock Award Agreement under the 2014 Equity Incentive Plan (12) † | |||
| 10.29 | Form of amendment to restricted stock award and stock option agreements to participants of the 2014 Equity Incentive Plan (5) † | |||
| 10.30 | Form of Director Restricted Stock Award Agreement under the 2014 Equity Incentive Plan (13) † | |||
| 10.31 | Form of Employee Restricted Stock Award Agreement under the 2014 Equity Incentive Plan with the exception of John W. Alexander and Steven M. Klein (13) † | |||
| 10.32 | Form of Employee Restricted Stock Award Agreement under the 2014 Equity Incentive Plan with John W. Alexander and Steven M. Klein (13) † | |||
| 10.33 | Form of Director Non-Statutory Stock Option Award Agreement under the 2014 Equity Incentive Plan (13) † | |||
| 10.34 | Form of Employee Stock Option Award Agreement under the 2014 Equity Incentive Plan with the Exception of John W. Alexander and Steven M. Klein (13) † | |||
| 10.35 | Form of Employee Stock Option Award Agreement under the 2014 Equity Incentive Plan with John W. Alexander and Steven M. Klein (13) † | |||
| 10.36 | Consulting Agreement between Northfield Bank and Patrick L. Ryan † | |||
| 10.37 | Form of Voting Agreement | |||
| 21 | Subsidiaries (1) | |||
| 23.1 | Consent of KPMG LLP** | |||
| 23.2 | Consent of Sandler O’Neill & Partners, L.P.** | |||
| 23.3 | Consent of Patrick L. Ryan | |||
| 23.4 | Consent of Luse Gorman, PC (contained in Exhibits 5 and 8 hereto) | |||
| 24 | Power of Attorney (included on signature page) | |||
| 99 | Form of Proxy of Hopewell Valley Community Bank** | |||
† Management contract or compensation plan or arrangement.
* To be filed by amendment.
** Previously filed.
| (1) | Incorporated by reference to the Registration Statement on Form S-1 of Northfield Bancorp, Inc. (File No. 333-181995), originally filed with the Securities and Exchange Commission on June 8, 2012. |
| (2) | Incorporated by reference to Northfield Bancorp Inc.’s Current Report on Form 8-K, dated January 28, 2015, filed with the Securities and Exchange Commission on February 2, 2015 (File Number 001-35791). |
| (3) | Incorporated by reference to the Registration Statement on Form S-1 of Northfield Bancorp, Inc. (File No. 333-143643), originally filed with the Securities and Exchange Commission on June 11, 2007. |
| (4) | Incorporated by reference to Northfield Bancorp Inc.’s Annual Report on Form 10-K, dated December 31, 2007, filed with the Securities and Exchange Commission on March 31, 2008 (File Number 001-33732). |
| (5) | Incorporated by reference to Northfield Bancorp Inc.’s Current Report on Form 8-K, dated December 17, 2014, filed with the Securities and Exchange Commission on December 23, 2014 (File Number 001-35791). |
| (6) | Incorporated by reference to Northfield Bancorp Inc.’s Annual Report on Form 10-K, dated December 31, 2008, filed with the Securities and Exchange Commission on March 16, 2009 (File Number 001-33732). |
| (7) | Incorporated by reference to Northfield Bancorp Inc.’s Proxy Statement Pursuant to Section 14(a) filed with the Securities and Exchange Commission on November 12, 2008 (File Number 001-33732). |
| (8) | Incorporated by reference to Appendix B of Northfield Bancorp Inc.’s Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders (File No. 001-35791) as filed with the Securities and Exchange Commission on April 25, 2014. |
| (9) | Incorporated by reference to Northfield Bancorp Inc.’s Current Report on Form 8-K, dated April 28, 2010, filed with the Securities and Exchange Commission on April 29, 2010 (File Number 001-33732). |
| (10) | Incorporated by reference to Northfield Bancorp Inc.’s Current Report on Form 8-K, dated March 15, 2012, |
| filed with the Securities and Exchange Commission on March 15, 2012 (File Number 001-33732). | |
| (11) | Incorporated by reference to Appendix A of Northfield Bancorp Inc.’s Definitive Proxy Statement for the 2014 Annual Meeting of Stockholders (File No. 001-35791) as filed with the Securities and Exchange Commission on April 25, 2014. |
| (12) | Incorporated by reference to Northfield Bancorp’s Quarterly Report on Form 10-Q, dated June 30, 2014, filed with the Securities and Exchange Commission on August 11, 2014 (File Number 001-35791). |
| (13) | Incorporated by reference to Northfield Bancorp’s Quarterly Report on Form 10-Q, dated June 30, 2015, filed with the Securities and Exchange Commission on August 10, 2015 (File Number 001-35791). |