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As filed with the Securities and Exchange Commission on July 31, 2001
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 certificate of incorporation)
DELAWARE 06-1377322
(state or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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)
RICHMOND COUNTY FINANCIAL CORP.
1998 STOCK-BASED INCENTIVE PLAN1
RICHMOND COUNTY FINANCIAL CORP.
STOCK COMPENSATION PLAN1
BAYONNE BANCSHARES, INC.,
AMENDED AND RESTATED
1995 STOCK OPTION PLAN
(AS ASSUMED BY RICHMOND COUNTY FINANCIAL CORP.)1
SOUTH JERSEY FINANCIAL CORPORATION, INC.
2000 STOCK OPTION PLAN
(AS ASSUMED BY RICHMOND COUNTY FINANCIAL CORP.)1
(Full Titles of the Plans)
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JOSEPH R. FICALORA COPIES TO:
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER ERIC S. KRACOV, ESQ.
NEW YORK COMMUNITY BANCORP, INC. MULDOON MURPHY & FAUCETTE LLP
615 MERRICK AVENUE 5101 WISCONSIN AVENUE, N.W.
WESTBURY, NEW YORK 11590 WASHINGTON, DC 20016
(516) 683-4100 (202) 363-0840
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As
soon as practicable after this Registration Statement
becomes effective.
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 Amount to be Proposed Purchase Estimated Aggregate Registration
Securities to be Registered Registered(2) Price Per Share Offering Price Fee
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Common Stock 2,614,174 $16.26 $42,506,469
$.01 Par Value Shares (3) (4)
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Common Stock 489,358 $23.15 $11,328,638
$.01 Par Value Shares (5) (6)
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Common Stock 22,532 $4.14
$.01 Par Value Shares (7) (8) $93,282
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Common Stock 165,822 $13.92
$.01 Par Value Shares (9) (10) $2,308,242 $14,060
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(1) New York Community Bancorp, Inc. (the "Company" or "NYCB"), is offering shares of its common stock
pursuant to these plans because, in the merger of Richmond County Financial Corp. ("RCF") into
NYCB, NYCB succeeded to RCF's obligations under these plans.
(2) Together with an indeterminate number of additional shares which may be necessary to adjust the
number of shares reserved for issuance pursuant to the Richmond County Financial Corp. 1998
Stock-Based Incentive Plan (the "RCF Incentive Plan"), the Richmond County Financial Corp. Stock
Compensation Plan (the "RCF Stock Compensation Plan"), the Amended and Restated Bayonne Bancshares,
Inc. 1995 Stock Option Plan as assumed by Richmond County Financial Corp. (the "Bayonne Option Plan")
and the South Jersey Financial Corporation, Inc. 2000 Stock Option Plan as assumed by Richmond County
Financial Corp. (the "South Jersey Option Plan"), as the result of a stock split, stock dividend or
similar adjustment of the outstanding common stock of NYCB pursuant to 17 C.F.R. Section 230.416(a).
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(3) Represents the total number of shares of NYCB common stock currently
reserved or available for issuance upon the exercise of stock options
granted or to be granted under the RCF Incentive Plan, adjusted to reflect
the exchange ratio of 1.02 shares of NYCB common stock for each share of
RCF common stock.
(4) Represents the weighted average price determined by the adjusted average
exercise price of $15.88 per share, at which options for 2,611,553 shares
have been granted to date under the RCF Incentive Plan, and the average of
the high and low prices of $ 39.97 per share, as reported on the Nasdaq
National Market on July 24, 2001, for 2,621 shares for which options have
not yet been granted under the RCF Incentive Plan, calculated pursuant to
17 C.F.R. Section 457.
(5) Represents the total number of shares of NYCB common stock currently
reserved or available for issuance upon the exercise of stock options
granted or to be granted under the RCF Stock Compensation Plan, adjusted to
reflect the exchange ratio of 1.02 shares of NYCB common stock for each
share of RCF common stock.
(6) Represents the weighted average price determined by the adjusted average
exercise price of $15.81 per share, at which options for 340,632 shares
have been granted to date under the RCF Stock Compensation Plan, and the
average of the high and low prices of $39.97 per share, as reported on the
Nasdaq National Market on July 24, 2001, for 148,726 shares for which
options have not yet been granted under the RCF Stock Compensation Plan,
calculated pursuant to 17 C.F.R. Section 457.
(7) Represents the total number of shares currently available for issuance upon
the exercise of stock options granted under the Bayonne Option Plan, as
adjusted to reflect the exchange ratio of 1.02 shares of NYCB common stock
for each share of RCF common stock.
(8) Represents the adjusted average exercise price of $4.14 per share for the
outstanding options granted under the Bayonne Option Plan, pursuant to 17
C.F.R. Section 457.
(9) Represents the total number of shares currently available for issuance upon
the exercise of stock options granted under the South Jersey Option Plan,
as adjusted to reflect the exchange ratio of 1.02 shares of NYCB common
stock for each share of RCF common stock.
(10) Represents the adjusted average exercise price of $ 13.92 per share for the
outstanding options granted under the South Jersey Option Plan, pursuant to
17 C.F.R. Section 457.
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. SECTION 230.462.
Number of Pages 75
Exhibit Index begins on Page 11
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NEW YORK COMMUNITY BANCORP, INC.
PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEMS 1 & 2. In connection with the merger of Richmond County Financial Corp.
("RCF") into New York Community Bancorp, Inc. (the "Company" or "NYCB")
effective July 31, 2001, NYCB succeeded to RCF's obligations under the Richmond
County Financial Corp. 1998 Stock-Based Incentive Plan (the "RCF Incentive
Plan"), the Richmond County Financial Corp. Stock Compensation Plan (the "RCF
Stock Compensation Plan"), the Amended and Restated Bayonne Bancshares, Inc.
1995 Stock Option Plan, as assumed by Richmond County Financial Corp. (the
"Bayonne Option Plan"), and the South Jersey Financial Corporation, Inc. 2000
Stock Option Plan, as assumed by Richmond County Financial Corp. (the "South
Jersey Option Plan") (collectively, the "Plans"). In connection with its
assumption of the Plans, NYCB is offering shares of its common stock pursuant to
the Plans. The documents containing the information for the Plans required by
Part I of the Registration Statement will be sent or given to the participants
in the Plans as specified by Rule 428(b)(1). Such documents are not filed with
the Securities and Exchange Commission (the "SEC") either as a part of this
Registration Statement or as a prospectus or prospectus supplement pursuant to
Rule 424, in reliance on Rule 428.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed or to be filed with the SEC are incorporated
by reference in this Registration Statement:
(a) The Annual Report on Form 10-K filed by the Company for the fiscal
year ended December 31, 2000, filed with the SEC (File No. 0-22278) on March 31,
2001, which includes the consolidated statements of financial condition of New
York Community Bancorp, Inc. and subsidiaries as of December 31, 2000 and 1999,
and the related consolidated statements of income and comprehensive income,
changes in stockholders' equity, and cash flows for each of the years in the
three year period ended December 31, 2000, together with the related notes and
the report of KPMG LLP, independent certified public accountants.
(b) The Quarterly Report on Form 10-Q (File No. 0-22278) filed by the
Company for the fiscal quarter ended March 31, 2001, filed with the SEC on May
11, 2001.
(c) The Current Reports on Form 8-K (File No. 0-22278) filed by the
Company with the SEC on February 12, 2001 and March 28, 2001.
(d) The description of the Registrant's Common Stock contained in the
Registrant's Form 8-A (File No. 0-22278), filed by the Company with the SEC on
August 19, 1993, and including any amendment or report filed with the SEC for
the purpose of updating this description.
(e) All documents filed by the Registrant pursuant to Sections 13(a) and
(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") after the date hereof and prior to the filing of a
post-effective amendment which deregisters all securities then remaining unsold.
ANY STATEMENT CONTAINED IN THIS REGISTRATION STATEMENT, OR IN A DOCUMENT
INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE HEREIN, SHALL BE DEEMED
TO BE MODIFIED OR SUPERSEDED FOR PURPOSES OF THIS REGISTRATION STATEMENT TO THE
EXTENT THAT A STATEMENT CONTAINED HEREIN, OR IN ANY OTHER SUBSEQUENTLY FILED
DOCUMENT WHICH ALSO IS INCORPORATED OR DEEMED TO BE INCORPORATED BY REFERENCE
HEREIN, MODIFIES OR
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SUPERSEDES SUCH STATEMENT. ANY SUCH STATEMENT SO MODIFIED OR SUPERSEDED SHALL
NOT BE DEEMED, EXCEPT AS SO MODIFIED OR SUPERSEDED, TO CONSTITUTE A PART OF THIS
REGISTRATION STATEMENT.
ITEM 4. DESCRIPTION OF SECURITIES
The common stock to be offered pursuant to the Plans has been registered
pursuant to Section 12 of the Exchange Act. Accordingly, a description of the
common stock is not required herein.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
The validity of the Common Stock offered hereby has been passed upon by
Muldoon Murphy & Faucette LLP, Washington, DC, for the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law ("DGCL"), inter alia,
empowers a Delaware corporation to indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
(other than an action by or in the right of the corporation) by reason of the
fact that such person is or was a director, officer, employee or agent 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 other
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Similar indemnity is authorized for such person against expenses
(including attorneys' fees) actually and reasonably incurred in connection with
the defense or settlement of any such threatened, pending or completed action or
suit if such person acted in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation, and provided
further that (unless a court of competent jurisdiction otherwise provides) such
person shall not have been adjudged liable to the corporation. Any such
indemnification may be made only as authorized in each specific case upon a
determination by the shareholders or disinterested directors or by independent
legal counsel in a written opinion that indemnification is proper because the
indemnitee has met the applicable standard of conduct.
Any such indemnification and advancement of expenses provided under
Section 145 shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of such person's
heirs, executors and administrators.
Section 145 further authorizes a corporation to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent 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 enterprise,
against any liability asserted against him, and incurred by him in any such
capacity, or arising out of his status as such, whether or not the corporation
would otherwise have the power to indemnify him under Section 145.
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The Registrant has also entered into employment agreements with certain
executive officers, which agreements require that the Registrant maintain a
directors' and officers' liability policy for the benefit of such officers and
that the Registrant will indemnify such officers and their heirs to the fullest
extent permitted by law.
In addition, pursuant to the Merger Agreement, the Company has agreed
that, following the effective time of the Merger, the Registrant will indemnify
and hold harmless each director and officer of RCF or any of its subsidiaries,
with respect to matters existing or occurring at or prior to the effective time
of the Merger, whether asserted or claimed prior to, at or after the effective
time. The Registrant has also agreed in the Merger Agreement to maintain, for a
period of six years following the effective time of the Merger, the directors'
and officers' liability insurance coverage maintained by RCF (or substantially
equivalent coverage under substitute policies) with respect to any claims
arising out of any actions or omissions occurring at or prior to the effective
time of the Merger; provided, however, that NYCB is not required to expend more
than 200% of the amount expended by RCF for such coverage prior to the effective
time of the Merger.
In accordance with the DGCL (being Chapter 1 of Title 8 of the Delaware
Code), Articles 10 and 11 of the Registrant's Certificate of Incorporation
provide as follows:
TENTH:
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,
judgment, 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 TENTH 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 and "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 or Officer (and not in any other capacity in which service
was or is rendered by such indemnitee, including,
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without limitation, services 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 TENTH 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 TENTH 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 shall be entitled to be paid also the
expenses 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 TENTH or otherwise shall be on
the Corporation.
D. The rights to indemnification and to the advancement of expenses
conferred in this Article TENTH 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 Subsidiary or Affiliate 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.
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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 TENTH with respect to the
indemnification and advancement of expenses of Directors and Officers of
the Corporation.
ELEVENTH:
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.
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 Act and will be governed by the final adjudication of
such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. LIST OF EXHIBITS
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):
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5 Opinion of Muldoon Murphy & Faucette LLP, Washington, DC, as to
the legality of the Common Stock registered hereby.
10.1 Richmond County Financial Corp. 1998 Stock-Based Incentive Plan.
10.2 Richmond County Financial Corp. Stock Compensation Plan.
10.3 Bayonne Bancshares, Inc. 1995 Stock Option Plan, as assumed by
Richmond County Financial Corp.
10.4 South Jersey Financial Corporation, Inc. 2000 Stock Option Plan,
as assumed by Richmond County Financial Corp.
10.5 Form of New York Community Bancorp, Inc. Stock Option Assumption
Agreement.
23.1 Consent of Muldoon Murphy & Faucette LLP (contained in the
opinion included as Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of Attorney is located on the signature pages.
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which it offers or sells
securities, a post-effective amendment to this Registration
Statement to:
(i) Include any Prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) 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 in the
Registration Statement. Notwithstanding the foregoing,
any increase or decrease in 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 aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
Registration Statement; and
(iii) Include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in
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periodic reports filed by the registrant pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference into this Registration Statement.
(2) That, for the purpose of determining liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the
securities offered therein, and the offering of the 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 registered that remain unsold
at the termination of the Offering.
(b) The undersigned hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the
Registrant's or the Plan's annual report pursuant to Section 13(a)
or 15(d) of the Exchange Act that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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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 July 24, 2001.
NEW YORK COMMUNITY BANCORP, INC.
By: /s/ Joseph R. Ficalora
------------------------------------------------
Joseph R. Ficalora
Chairman, 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 J. Lincks, 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
---- ----- ----
/s/ Joseph R. Ficalora Chairman, President and July 24, 2001
---------------------------- Chief Executive Officer
Joseph R. Ficalora (principal executive officer)
/s/ Michael J. Lincks Executive Vice President and July 24, 2001
---------------------------- Corporate Secretary
Michael J. Lincks
/s/ Robert Wann Senior Vice President, Comptroller July 24, 2001
---------------------------- and Chief Financial Officer
Robert Wann (principal accounting and financial
officer)
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/s/ Donald M. Blake Director July 24, 2001
----------------------------
Donald M. Blake
/s/ Dominick Ciampa Director July 24, 2001
----------------------------
Dominick Ciampa
/s/ Henry E. Froebel Director July 24, 2001
----------------------------
Henry E. Froebel
/s/ Msgr. Thomas J. Hartman Director July 24, 2001
----------------------------
Msgr. Thomas J. Hartman
/s/ Max L. Kupferberg Director July 24, 2001
----------------------------
Max L. Kupferberg
/s/ Michael J. Levine Director July 24, 2001
----------------------------
Michael J. Levine
/s/ Howard C. Miller Director July 24, 2001
----------------------------
Howard C. Miller
/s/ Richard H. O'Neill Director July 24, 2001
----------------------------
Richard H. O'Neill
/s/ John A. Pileski Director July 24, 2001
----------------------------
John A. Pileski
/s/ Robert M. Sprotte Director July 24, 2001
----------------------------
Robert M. Sprotte
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EXHIBIT INDEX
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Sequentially
Numbered
Page
Exhibit No. Description Method of Filing Location
--------- ---------------------------------------- ------------------------------ ----------
4 Stock Certificate of New York Community Incorporated herein by --
Bancorp, Inc. (formerly Queens County reference from Exhibit 4 of the
Bancorp., Inc.) Registrant's Registration
Statement on Form S-1 (SEC No.
33-66852), as amended, filed with
the SEC on July 30, 1993 and
declared effective on October 1,
1993.
5 Opinion of Muldoon Murphy & Faucette LLP Filed herewith. 12
10.1 Richmond County Financial Corp. 1998 Filed herewith. 16
Stock-Based Incentive Plan
10.2 Richmond County Financial Corp. Stock Filed herewith. 32
Option Compensation Plan
10.3 Bayonne Bancshares, Inc. 1995 Stock Filed herewith. 46
Option Plan (as assumed by Richmond
County Financial Corp.)
10.4 South Jersey Financial Corporation, Inc. Filed herewith. 56
2000 Stock Option Plan (as assumed by
Richmond County Financial Corp.)
10.5 Form of New York Community Bancorp, Inc. Filed herewith. 67
Stock Option Assumption Agreement
23.1 Consent of Muldoon Murphy & Faucette LLP Contained in Exhibit 5 hereof.
23.2 Consent of KPMG LLP Filed herewith. 72
24 Power of Attorney Located on the signature page. --
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