Unassociated Document

0001133796-09-000239.txt : 20091124 0001133796-09-000239.hdr.sgml : 20091124 20091124124647 ACCESSION NUMBER: 0001133796-09-000239 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 8 FILED AS OF DATE: 20091124 DATE AS OF CHANGE: 20091124 GROUP MEMBERS: BETH R. LASHLEY GROUP MEMBERS: FINANCIAL EDGE-STRATEGIC FUND, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, L.P. GROUP MEMBERS: GOODBODY/PL CAPITAL, LLC GROUP MEMBERS: JOHN W. PALMER GROUP MEMBERS: PL CAPITAL ADVISORS, LLC GROUP MEMBERS: PL CAPITAL, LLC GROUP MEMBERS: PL CAPITAL/FOCUSED FUND, L.P. GROUP MEMBERS: RICHARD J. LASHLEY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Magyar Bancorp, Inc. CENTRAL INDEX KEY: 0001337068 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-81304 FILM NUMBER: 091204040 BUSINESS ADDRESS: STREET 1: 400 SOMERSET STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 BUSINESS PHONE: 732-249-2438 MAIL ADDRESS: STREET 1: 400 SOMERSET STREET CITY: NEW BRUNSWICK STATE: NJ ZIP: 08901 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FINANCIAL EDGE FUND L P CENTRAL INDEX KEY: 0001008845 IRS NUMBER: 364050716 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 BUSINESS PHONE: 6308481340 MAIL ADDRESS: STREET 1: 20 E. JEFFERSON AVENUE STREET 2: SUITE 22 CITY: NAPERVILLE STATE: IL ZIP: 60540 SC 13D/A 1 k167352_13da.htm Unassociated Document

CUSIP No. 55977T109

Page 1 of 21 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)

MAGYAR BANCORP, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

55977T109

(CUSIP Number)

Mr. Richard Lashley

PL Capital, LLC

20 East Jefferson Avenue

Suite 22

Naperville, IL 60540

(973) 360-1666

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 5, 2009

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box £.

CUSIP No. 55977T109

Page 2 of 21 Pages

1	NAME OF REPORTING PERSON Financial Edge Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 168,791
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 168,791
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,791
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.9%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 3 of 21 Pages

1	NAME OF REPORTING PERSON Financial Edge—Strategic Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 77,398
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 77,398
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 77,398
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 4 of 21 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 79,217
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 79,217
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,217
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 5 of 21 Pages

1	NAME OF REPORTING PERSON PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 262,544
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 262,544
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 262,544
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%
14		TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 6 of 21 Pages

1	NAME OF REPORTING PERSON Goodbody/PL Capital, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 79,217
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 79,217
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 79,217
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4%
14		TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 7 of 21 Pages

1	NAME OF REPORTING PERSON PL Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 341,761
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 341,761
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 341,761
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14		TYPE OF REPORTING PERSON OO

CUSIP No. 55977T109

Page 8 of 21 Pages

1	NAME OF REPORTING PERSON John W. Palmer
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 341,761
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 341,761
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 341,761
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14		TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 9 of 21 Pages

1	NAME OF REPORTING PERSON Richard J. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 341,761
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 341,761
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 341,761
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.9%
14		TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 10 of 21 Pages

1	NAME OF REPORTING PERSON Beth R. Lashley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 25,000
			8	SHARED VOTING POWER 0
			9	SOLE DISPOSITIVE POWER 25,000
			10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%
14		TYPE OF REPORTING PERSON IN

CUSIP No. 55977T109

Page 11 of 21 Pages

1	NAME OF REPORTING PERSON PL Capital/Focused Fund, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) T (b) £
3	SEC USE ONLY
4	SOURCE OF FUNDS WC, OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER 0
			8	SHARED VOTING POWER 16,355
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 16,355
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,355
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES T
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.3%
14		TYPE OF REPORTING PERSON PN

CUSIP No. 55977T109

Page 12 of 21 Pages

Item 1. Security and Issuer

This amended Schedule 13D relates to the common stock, par value $0.01 per share (“Common Stock”), of Magyar Bancorp, Inc. (the “Company” or “Bancorp”). The address of the principal executive offices of the Company is 400 Somerset Street, New Brunswick, NJ 08901.

Item 2. Identity and Background

This amended Schedule 13D is being filed jointly by the parties identified below. All of the filers of this amended Schedule 13D are collectively the “PL Capital Group.” The joint filing agreement of the members of the PL Capital Group is attached Exhibit 1 to Amendment No. 1 to this Schedule 13D.

Financial Edge Fund, L.P., a Delaware limited partnership (“Financial Edge Fund”);

Financial Edge-Strategic Fund, L.P., a Delaware limited partnership (“Financial Edge Strategic”);

PL Capital/Focused Fund, L.P., a Delaware limited partnership (“Focused Fund”);

PL Capital, LLC, a Delaware limited liability company (“PL Capital”) and General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund;

PL Capital Advisors, LLC, a Delaware limited liability company (“PL Capital Advisors”), and the investment advisor to Financial Edge Fund, Financial Edge Strategic, Goodbody/PL Capital, L.P. and Focused Fund;

Goodbody/PL Capital, L.P., a Delaware limited partnership (“Goodbody/PL LP”);

Goodbody/PL Capital, LLC (“Goodbody/PL LLC”), a Delaware limited liability company and General Partner of Goodbody/PL LP;

John W. Palmer and Richard J. Lashley, as Managing Members of PL Capital, PL Capital Advisors and Goodbody/PL LLC; and

Beth R. Lashley, as an individual. Beth R. Lashley is the spouse of Richard J. Lashley.

(a)-(c) This statement is filed by Mr. John W. Palmer, Mr. Richard J. Lashley and Ms. Beth R. Lashley, with respect to the shares of Common Stock beneficially owned by them, as follows:

CUSIP No. 55977T109

Page 13 of 21 Pages

(1)

shares of Common Stock held in the name of Financial Edge Fund, Financial Edge Strategic and Focused Fund, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) PL Capital: the General Partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund, and (B) PL Capital Advisors: the investment advisor for Financial Edge Fund, Financial Edge Strategic and Focused Fund;

(2)

shares of Common Stock held in the name of Goodbody/PL LP, in Mr. Palmer’s and Mr. Lashley’s capacity as Managing Members of (A) Goodbody/PL LLC: the General Partner of Goodbody/PL LP; and (B) PL Capital Advisors: the investment advisor for Goodbody/PL LP; and

(3)

shares of Common Stock held by Beth Lashley in record name.

The business address of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, PL Capital Advisors, Goodbody/PL LP, Goodbody/PL LLC, Beth Lashley, Mr. Palmer and Mr. Lashley is: c/o PL Capital, 20 East Jefferson Avenue, Suite 22, Naperville, Illinois 60540. Each of Financial Edge Fund, Financial Edge Strategic, Focused Fund, PL Capital, Goodbody/PL LP, PL Capital Advisors and Goodbody/PL LLC are engaged in various interests, including investments.

The principal employment of Messrs. Palmer and Lashley is investment management with each of PL Capital, PL Capital Advisors and Goodbody/PL LLC.

Beth Lashley is not employed.

(d) During the past five years, no member of the PL Capital Group has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, no member of the PL Capital Group has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws.

(f) All of the individuals who are members of the PL Capital Group are citizens of the United States.

Item 3. Source and Amount of Funds or Other Consideration

In aggregate, the PL Capital Group owns 366,761 shares of Common Stock of the Company acquired at an aggregate cost of $3,526,713.

From time to time, members of the PL Capital Group may purchase Common Stock on margin provided by BNP Paribas Prime Brokerage Inc. (“BNP Paribas”) on such firms’ usual terms and conditions. All or part of the shares of Common Stock owned by members of the PL Capital Group may from time to time be pledged with one or more banking institutions or

CUSIP No. 55977T109

Page 14 of 21 Pages

brokerage firms as collateral for loans made by such entities to members of the PL Capital Group. Such loans, if any, generally bear interest at a rate based upon the federal funds rate plus a margin. Such indebtedness, if any, may be refinanced with other banks or broker-dealers. As of the date of this filing, no member of the PL Capital Group has margin from BNP or other loans outstanding secured by Common Stock except Financial Edge, Financial Edge Strategic and Goodbody/PL LP.

The amount of funds expended by Financial Edge Fund to acquire the 168,791 shares of Common Stock it holds in its name is $1,623,604. Such funds were provided from Financial Edge Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Financial Edge Strategic to acquire the 77,398 shares of Common Stock it holds in its name is $769,369. Such funds were provided from Financial Edge Strategic’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Focused Fund to acquire the 16,355 shares of Common Stock it holds in its name is $67,958. Such funds were provided from Focused Fund’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Goodbody/PL LP to acquire the 79,217 shares of Common Stock it holds in its name is $815,782. Such funds were provided from Goodbody/PL LP’s available capital and from time to time by margin loans provided by BNP Paribas.

The amount of funds expended by Beth Lashley to acquire the 25,000 shares of Common Stock she holds in her name is $250,000. Such funds were provided from Ms. Lashley’s personal funds.

Item 4. Purpose of Transaction

This is the PL Capital Group’s second amendment to its Schedule 13D filing. The PL Capital Group owns 6.4% of the Company’s Common Stock, based upon the Company’s aggregate outstanding shares as of August 1, 2009. PL Capital Group’s intent is to influence the policies of the Company and assert PL Capital Group’s stockholder rights.

On November 5, 2009, Messrs. Palmer and Lashley sent a letter to the board of directors requesting that the board reduce director fees and take other actions. A copy of the letter is attached as Exhibit 4 to this amended Schedule 13D.

On October 7, 2009, Mr. Lashley sent a letter to the Company demanding a list of the stockholders of the Company and related stockholder information, a copy of which was attached as Exhibit 2 to Amendment No. 1 to the Schedule 13D. On October 16, 2009, the Company responded to the Company denying the request, a copy of which is attached as Exhibit 5 to this amended Schedule 13D. In response, the PL Capital Group sent a letter dated October 21, 2009 reiterating its demand, a copy of which is attached as Exhibit 6 to this amended

CUSIP No. 55977T109

Page 15 of 21 Pages

Schedule 13D. The Company again refused the demand in a letter dated October 28, 2009, a copy of which is attached as Exhibit 7 to this amended Schedule 13D. In response, the PL Capital Group reiterated its demand and supplied additional information to the Company in a letter dated October 30, 2009, a copy of which is attached as Exhibit 8 to this amended Schedule 13D. Then the Company agreed to comply generally with the demand in a letter dated November 6, 2009, a copy of which is attached as Exhibit 9 to this amended Schedule 13D.

On March 19, 2009, Messrs. Lashley and Palmer made a presentation to the Company’s board of directors on various strategic alternatives for the Company. A copy of the presentation was attached as Exhibit 3 to Amendment No. 1 to the Schedule 13D.

Unless otherwise noted in this amended Schedule 13D, no member of the PL Capital Group has any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. Such individuals may, at any time and from time to time, review or reconsider their positions and formulate plans or proposals with respect thereto. Members of the PL Capital Group may make further purchases of shares of Common Stock, although the PL Capital Group has no present intention of ever increasing PL Capital Group’s aggregate holdings above 9.999% of the Company’s outstanding Common Stock. Members of the PL Capital Group may dispose of any or all the shares of Common Stock held by them.

Item 5. Interest in Securities of the Company

The percentages used in this amended Schedule 13D are calculated based upon the number of outstanding shares of Common Stock, 5,767,434, reported as the number of outstanding shares as of August 1, 2009, in the Company’s Form 10-Q filed August 14, 2009.

The PL Capital Group made transactions in the Common Stock within the past 60 days as noted below:

(A)	Financial Edge Fund

(a)-(b) See cover page.

(c)

Financial Edge Fund made the following purchases (and no sales) of Common Stock in the past 60 days:

Date	Number of Shares Purchased	Price per Share	Total Cost
10/02/2009	1,788	$4.15	$7,471
10/09/2009	600	$3.92	$2,400
10/22/2009	500	$4.64	$2,371
10/27/2009	1,000	$3.87	$3,921
11/03/2009	350	$3.50	$1,276
11/05/2009	3,100	$4.09	$12,726
11/06/2009	1,530	$3.73	$5,758
11/17/2009	150	$3.54	$581

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Page 16 of 21 Pages

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Fund, they have the power to direct the affairs of Financial Edge Fund, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Fund with regard to those shares of Common Stock.

(B)	Financial Edge Strategic

(a)-(b) See cover page.

Date	Number of Shares Purchased	Price per Share	Total Cost
10/09/2009	200	$3.92	$833
10/27/2009	600	$3.87	$2,373
11/03/2009	250	$3.50	$926
11/06/2009	1,000	$3.73	$3,781

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Financial Edge Strategic, they have the power to direct the affairs of Financial Edge Strategic, including the voting and disposition of shares of Common Stock held in the name of Financial Edge Strategic. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Financial Edge Strategic. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and disposition power with Financial Edge Strategic with regard to those shares of Common Stock.

(C)	Focused Fund

(a)-(b) See cover page.

(c)

Focused Fund made the following purchases (and no sales) of Common Stock in the past 60 days.

Date	Number of Shares Purchased	Price per Share	Total Cost
10/09/2009	200	$3.92	$833
11/03/2009	250	$3.50	$926
11/04/2009	2,410	$4.14	$10,026
11/06/2009	750	$3.73	$2,848

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Page 17 of 21 Pages

(d)

Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, the general partner of Focused Fund, they have the power to direct the affairs of Focused Fund, including the voting and disposition of shares of Common Stock held in the name of Focused Fund. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Focused Fund. Therefore, Mr. Palmer and Mr. Lashley are deemed to share voting and dispositive power with Focused Fund with regard to those shares of Common Stock.

(D) Goodbody/PL LP

	(a)-(b)	See cover page.

	(c)	Goodbody/PL LP made the following purchases (and no sales) of Common Stock in the past 60 days.

Date	Number of Shares Purchased	Price per Share	Total Cost
10/09/2009	200	$3.92	$833
11/03/2009	250	$3.50	$926
11/06/2009	1,000	$3.73	$3,781

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LP. Mr. Palmer and Mr. Lashley are also the Managing Members of PL Capital Advisors, the investment advisor of Goodbody/PL LP. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(E) PL Capital

(a)-(b) See cover page.

(c)

PL Capital has made no purchases or sales of Common Stock directly.

(d)

PL Capital is the general partner of Financial Edge Fund, Financial Edge Strategic and Focused Fund. Because Messrs. Palmer and Lashley are the Managing Members of PL Capital, they have the power to direct the affairs of PL Capital. Therefore, PL Capital may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic and Focused Fund.

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(F) PL Capital Advisors

(a)-(b) See cover page.

(c)

PL Capital Advisors has made no purchases or sales of Common Stock directly.

(d)

PL Capital Advisors is the investment advisor to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP. Because they are the Managing Members of PL Capital Advisors, Mr. Palmer and Mr. Lashley have the power to direct the affairs of PL Capital Advisors. Therefore, PL Capital Advisors may be deemed to share with Mr. Palmer and Mr. Lashley voting and dispositive power with regard to the shares of Common Stock held by Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP.

(G) Goodbody/PL LLC

(a)-(b) See cover page.

(c)

Goodbody/PL LLC has made no purchases or sales of Common Stock directly.

(d)

Goodbody/PL LLC is the general partner of Goodbody/PL LP. Because Messrs. Palmer and Lashley are the Managing Members of Goodbody/PL LLC, they have the power to direct the affairs of Goodbody/PL LLC. Therefore, Goodbody/PL LLC may be deemed to share with Messrs. Palmer and Lashley voting and disposition power with regard to the shares of Common Stock held by Goodbody/PL LP.

(H) Mr. John W. Palmer

(a)-(b) See cover page.

(c)

Mr. Palmer did not purchase or sell any shares of Common Stock directly.

(I) Mr. Richard J. Lashley

(a)-(b) See cover page.

(c)

Mr. Lashley did not purchase or sell any shares of Common Stock directly.

(J) Beth Lashley

(a)-(b) See cover page.

(c)

Beth Lashley made no purchases or sales in the past 60 days.

CUSIP No. 55977T109

Page 19 of 21 Pages

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company.

With respect to Financial Edge Fund, Financial Edge Strategic and Focused Fund, PL Capital is entitled to an allocation of a portion of profits, if any. With respect to Financial Edge Fund, Financial Edge Strategic, Focused Fund and Goodbody/PL LP, PL Capital Advisors is entitled to a management fee based upon a percentage of total capital. With respect to Goodbody/PL LP, Goodbody/PL LLC is entitled to an allocation of a portion of profits, if any.

Other than the foregoing arrangements and relationships and the Joint Filing Agreement filed as Exhibit 1 to this filing, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 hereof and between such persons and any person with respect to any securities of the Company.

Item 7. Material to be Filed as Exhibits

Exhibit No.	Description

1	Joint Filing Agreement*
2	Demand Letter for Stockholder Records*
3	Presentation to Board of Directors*
4	Letter to Board of Directors dated November 5, 2009
5	Letter from Company to PL Capital Group dated October 16, 2009 Related to Demand for Stockholder Records
6	Letter from PL Capital Group dated October 21, 2009 Related to Demand for Stockholder Records
7	Letter from Company to PL Capital Group dated October 28, 2009 Related to Demand for Stockholder Records
8	Letter from PL Capital Group dated October 30, 2009 Related to Demand for Stockholder Records
9	Letter from Company to PL Capital Group dated November 6, 2009 Related to Demand for Stockholder Records
______________
*Previously filed.

CUSIP No. 55977T109

Page 20 of 21 Pages

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: November 20, 2009

FINANCIAL EDGE FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

FINANCIAL EDGE-STRATEGIC FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL/FOCUSED FUND, L.P.

By:	PL CAPITAL, LLC
	General Partner


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

CUSIP No. 55977T109

Page 21 of 21 Pages

GOODBODY/PL CAPITAL, L.P.

By:	GOODBODY/PL CAPITAL, LLC
	General Partner


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

GOODBODY/PL CAPITAL, LLC


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member

PL CAPITAL ADVISORS, LLC


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member
PL CAPITAL, LLC


By:	/s/ John W. Palmer	/s/ Richard J. Lashley
	John W. Palmer	Richard J. Lashley
	Managing Member	Managing Member


By:	/s/ John W. Palmer
	John W. Palmer


By:	/s/ Richard J. Lashley
	Richard J. Lashley


By:	/s/ Beth Lashley
	Beth Lashley

EX-99.4 2 k167352_ex99-4.htm Unassociated Document

Exhibit 4

November 5, 2009

Members of the Board of Directors

Magyar Bancorp, Inc.

400 Somerset Street

New Brunswick, NJ 08901

Dear Members:

While reviewing Magyar Bank’s most recent call report for the period ended 9/30/09, we noted that Magyar Bank (the Bank) paid $511,000 in Directors’ fees for the nine month period ended 9/30/09 (line RIAD4136). On an annualized basis, this equals $681,000. It is our understanding based upon public disclosures that Directors of the Bank also earn additional fees as Directors of Magyar Bancorp, Inc. (Magyar). We have also closely followed the disclosure of Director fees and benefits contained in the annual proxies filed each year since Magyar went public.

We believe that the Directors of Magyar and the Bank are excessively compensated, and the Board of Directors should take the actions outlined below to significantly reduce Director fees and benefits.

As CEO Elizabeth Hance will attest, when Magyar went public in 2006 PL Capital expressed concerns to her about the excessive level of board compensation and benefits. Despite our concerns, at that time we decided to take a hands-off approach to Magyar’s corporate governance and strategic direction in order to give management and the Board time to prove themselves. As you know, we also supported approval of Magyar’s 2006 Equity Incentive Plan, from which the Directors also received benefits. After almost four years, we believe we have given the Board of Directors and Magyar more than enough time to demonstrate why the Directors deserve their extraordinary fees and benefits.

So where is Magyar after four years of this Board’s stewardship as a public company? Magyar and the Bank face significant challenges, including operating losses due to credit problems. While some of these challenges were unavoidable due to the external economic environment, many are due to strategic decisions made by the Board of Directors and implemented by management (notably, out of local market construction lending). Magyar’s stock is down over 60% in the past year and no dividends have been paid to shareholders.

We have also reviewed Directors’ fees and benefits paid to directors of numerous similarly sized peer banks and holding companies in New Jersey, New York and Pennsylvania. What we found confirmed our

view that individual Magyar Directors earn significantly more than is justified or appropriate. In particular, the total compensation of the Chairman of the Board is notably out of line with Magyar’s peers.

We request that the Board take immediate action to:

Cut its fees and benefits by 50% or more, at least until such time as the financial condition and operating results of the Bank and Magyar stabilize and then recover (if and when it is time to reconsider restoring some or all of the cuts, we recommend that Magyar retain a qualified compensation consultant to examine the fees and benefits paid to Directors);

Reduce the generous and, in our opinion, inappropriate 10% interest credit earned by Directors on their deferred compensation in the Directors Deferred Compensation Plan. In today’s low interest rate environment, we believe that this interest rate is excessive, and is a benefit that should not be supported when the stockholders of Magyar are suffering significant losses and receiving no dividends on their investment; and

Freeze the Directors Supplemental Retirement Income Plan so that no additional future benefits are accrued. We believe this plan is overly generous in normal times and inappropriate in the current circumstances. In particular, we believe the annual retirement benefit of 50% or more of Director fees and benefits for life is excessive.

Shareholders of Magyar have suffered significant losses and the Board of Directors should embrace our request for shared sacrifice, at least until the Bank and Magyar are solidly profitable. We believe that by adopting these actions, the Board will send a message to employees, management, shareholders and regulators that as the leaders of Magyar nothing is more important to them than restoring the health of the Bank and Magyar, and that their personal interests as Directors are subordinate to the interests of Magyar, its stockholders and the safety and soundness of the Bank.

As you know, PL Capital is strongly considering a public campaign in connection with the election of Directors at the upcoming Annual Meeting to inform shareholders of our concerns about Magyar. The Board’s decision on adopting a more appropriate level of Directors’ fees and benefits will be an important factor for shareholders to consider.

Sincerely,

/s/ Richard Lashley	/s/ John Palmer
Richard Lashley	John Palmer
Principal	Principal

EX-99.5 3 k167352_ex99-5.htm Unassociated Document

Exhibit 5

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 780

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

WRITER’S DIRECT DIAL NUMBER	WRITER’S E-MAIL
(202) 274-2001	jgorman@luselaw.com

October 16, 2009

Phillip M. Goldberg, Esq.

Foley & Lardner LLP

32lNorth Clark Street

Chicago, Illinois 60610

Dear Mr. Goldberg:

As counsel to Magyar Bancorp, Inc. (the “Company”), I am responding on its behalf to the letter dated October 7, 2009, from Financial Edge Fund, LP (“Financial Edge”), a purported stockholder of the Company, which the Company received on October 8, 2009 (the “Demand”), requesting that the Company provide Financial Edge with certain books and records pursuant to Section 220 of the Delaware General Corporation Law (“Section 220”). In accordance with the request of Financial Edge set forth in the Demand, this response is being directed to you.

We have reviewed the Demand on behalf of the Company and believe the Demand does not comply with the requirements of Section 220. Accordingly, the Company is not required to provide to Financial Edge any of the requested materials.

Sincerely,

/s/ John J. Gorman

John J. Gorman

EX-99.6 4 k167352_ex99-6.htm Unassociated Document

Exhibit 6

October 21, 2009

ATTORNEYS AT LAW

321 NORTH CLARK STREET, SUITE 2800

CHICAGO, IL 60654-5313

312.832.4500 TEL

312.832.4700 FAX

foley.com

WRITER'S DIRECT LINE

312.832.4549

pgoldberg@foley.com EMAIL

CLIENT/MATTER NUMBER

041754-0123

Via Electronic Mail and Overnight Mail

John J. Gorman, Esq.

Luse Gorman Pomerenk & Schick

5335 Wisconsin Avenue, N.W., Suite 780

Washington, D.C. 20015

Re:

Access to Stockholder List and Demand to Inspect Stockholder Records

Pursuant to Section 220 of the Delaware General Corporation Law

Dear Mr. Gorman:

As counsel to the Financial Edge Fund, L.P. (the “Stockholder”), I am responding on its behalf to your letter dated October 16, 2009 responding to the Stockholder’s demand (the “Demand”) for an opportunity to inspect, and to make copies and extracts from, the records and documents of Magyar Bancorp, Inc. (the “Company”) identified in the Stockholder’s letter to the Company dated October 7, 2009. The purpose of this letter is to reiterate the Demand with respect to the materials previously requested excluding Items 9 and 10 (the “Revised Demand Materials”).

As the Stockholder noted in the prior letter, the Stockholder made the Demand for the purpose of communicating with the Company’s stockholders, in compliance with applicable law, with respect to matters relating to their interests as stockholders, including, but not limited to, the election of Directors at the Company’s 2010 Annual Meeting of Stockholders. It is well established that a stockholder states a “proper purpose” under Section 220 of the Delaware General Corporation Law when the stockholder seeks to obtain names and addresses of stockholders for a contemplated proxy solicitation. See Kerkorian v. Western Air Lines, Inc., 253 A.2d 221 (Del. Ch.), aff’d, 254 A.2d 240 (Del. 1969); General Time Corp. v. Talley Indus., 240 A.2d 755 (Del. 1968); and E.L. Bruce Co. v. State ex rel. Gilbert, 144 A.2d 533 (Del. 1958). The Stockholder’s contemplated solicitation of other stockholders to withhold their votes from the election of incumbent Directors at the Company’s 2010 Annual Meeting of Stockholders is consistent with the cited precedent. Further, we note that the Revised Demand Materials directly relate to the Stockholder’s desire to communicate with other stockholders to solicit them to withhold their votes from the election of incumbent Directors at the Company’s 2010 Annual Meeting of Stockholders. Therefore, the Stockholder has stated a “proper purpose” and requests that the Company promptly comply with the Demand.

The Stockholder again certifies to the Company that as of the date of this letter the Stockholder beneficially owns 161,561 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”). Additionally, the Stockholder is as a member of the PL Capital Group, as noted in the PL Capital Group’s Schedule 13D filing, as amended, with the Securities and Exchange Commission, and, as of the date of this letter, the PL Capital Group beneficially owns 352,421 shares of the Common Stock, or 6.1% of the total shares outstanding, as measured by the number of shares of Common Stock outstanding as of August 1, 2009 as disclosed in the Company’s most recent Form 10-Q filed August 14, 2009. See the Exhibit A

BOSTON

BRUSSELS

CHICAGO

DETROIT

JACKSONVILLE

LOS ANGELES

MADISON

MIAMI

MILWAUKEE

NEW YORK

ORLANDO

SACRAMENTO

SAN DIEGO

SAN DIEGO/DEL MAR

SAN FRANCISCO

SHANGHAI

SILICON VALLEY

TALLAHASSEE

TAMPA

TOKYO

WASHINGTON, D.C.

October 21, 2009

Page 2

attached to the Stockholder’s prior letter for documentary evidence of the Stockholder’s ownership. The Stockholder again certifies that such documentary evidence is a true and correct copy of what it purports to be.

The Stockholder expects the Company to either deliver copies of the requested materials to it or its agents or representatives or make the materials available during the Company’s usual business hours. The Stockholder will forego the demand for inspection if the Company voluntarily furnishes to it or its agents or representatives all the information included in the Revised Demand Materials.

The Stockholder makes this notification and demand to inspect, copy and make extracts of the Revised Demand Materials in good faith and for the “proper purpose” stated above. As such, the Stockholder believes that failure to produce the Revised Demand Materials would be a derogation of the Company’s fiduciary obligations to fairly implement the corporate election process, and will result in needless expenses that the Company could avoid by complying with its fiduciary obligations.

Please advise us as promptly as practicable as to the time and place that the items requested above will be made available in accordance with this Demand. Please also advise us immediately whether you voluntarily will supply the information requested by this Demand. In addition, if the Company believes that this Demand is incomplete or otherwise deficient in any respect, please contact us immediately so that the Stockholder may promptly address any alleged deficiencies.

The Stockholder has already retained Delaware counsel to enforce its rights, and if you refuse to permit the inspection and copying demanded herein, or fail to respond to this Demand, within five business days from the date hereof, the Stockholder will conclude that this Demand has been refused and will take appropriate steps to secure its rights to examine and copy the Revised Demand Materials.

The Stockholder reserves the right to withdraw or modify this Demand at any time, and to make other demands of the Company whether pursuant to the Delaware General Corporation Law, other applicable law, or the Company’s articles of incorporation or bylaws.

Sincerely,

/s/ Phillip M. Goldberg

Phillip M. Goldberg

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Exhibit 7

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 400

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

WRITER’S DIRECT DIAL NUMBER	WRITER’S E-MAIL

(202) 274-2001	jgorman@luselaw.com

October 28, 2009

Phillip M. Goldberg, Esq.

Foley & Lardner LLP

32lNorth Clark Street

Chicago, Illinois 60610

Dear Mr. Goldberg:

As counsel to Magyar Bancorp, Inc. (the “Company”), I am responding to your letter dated October 21, 2009 regarding the demand (the “Demand”) by Financial Edge Fund, LP (“Financial Edge”), a purported stockholder of the Company, that the Company provide Financial Edge with certain books and records pursuant to Section 220 of the Delaware General Corporation Law (“Section 220”).

Section 220 sets forth the procedure that a stockholder must follow to be entitled to inspect and copy a corporation’s books and records. Section 220 provides that if a stockholder is not a record owner of stock in a corporation, the demand must be accompanied by documentary evidence of beneficial ownership of stock, and must state that such documentary evidence is a true and correct copy of what it purports to be. Delaware case law is clear that the express requirements of Section 220 are applied strictly. See Mattes v. Checkers Drive-In Rests., Inc., 2000 WL 1800126 (Del. Ch. Nov. 15, 2000).

Financial Edge is not a record owner of stock in the Company. Financial Edge and you cite to a Schedule 13D filed by PL Capital Group as documentary evidence of Financial Edge’s beneficial ownership of common stock in the Company. We do not believe that the Schedule l3D is sufficient documentary evidence of beneficial ownership for purposes of Section 220, and in this regard we note that the Schedule 13D does not include any further documentary evidence of beneficial ownership, other than declarations contained therein, and that it in fact refers to Financial Edge having “shared” voting and dispositive power with respect to shares.

If Financial Edge submits a Section 220 demand that includes the required documentary evidence of beneficial ownership (e.g., a brokerage statement indicating Financial Edge’s beneficial ownership of Company shares), the Company will respond appropriately. However, we do not concede that the Company must provide any particular item listed in the Demand even if the defect in documentation discussed above is cured. I look forward to a prompt resolution of this matter.

Sincerely,

/s/ John J. Gorman

John J. Gorman

EX-99.8 7 k167352_ex99-8.htm Unassociated Document

Exhibit 8

Financial Edge Fund, L.P.

c/o Richard Lashley

PL Capital, LLC

20 East Jefferson Avenue

Suite 22

Naperville, IL 60540

October 30, 2009

Via Electronic Mail and Overnight Mail

John J. Gorman, Esq.

Luse Gorman Pomerenk & Schick

5335 Wisconsin Avenue, N.W., Suite 780

Washington, D.C. 20015

Re:

Access to Stockholder List and Demand to Inspect Stockholder Records
Pursuant to Section 220 of the Delaware General Corporation Law

Dear Mr. Gorman:

The Financial Edge Fund, L.P. (the “Stockholder”) is in receipt of a copy of your letter dated October 28, 2009 responding to the Stockholder’s demand (the “Demand”) for an opportunity to inspect, and to make copies and extracts from, the records and documents of Magyar Bancorp, Inc. (the “Company”) identified in the Stockholder’s letter to the Company dated October 7, 2009. The purpose of this letter is to reiterate the Demand with respect to the materials previously requested excluding Items 9 and 10 (the “Revised Demand Materials”).

The Stockholder notes your claim that it has not provided sufficient documentary evidence of beneficial ownership of the Company’s common stock, par value $0.01 per share (the “Common Stock”). While the Stockholder disagrees with this assertion, the following enclosed documents will provide further evidence of the Stockholder’s beneficial ownership of the Common Stock:

1. A position listing from the Stockholders’ prime brokerage account at BNP Paribas Prime Brokerage Inc. dated October 29, 2009, showing that the Stockholder held 163,661shares of Common Stock as of October 28, 2009, attached as part of Exhibit A; and

2. A letter of verification from the Stockholder’s broker, attached as part of Exhibit A.

The Stockholder affirms that the documentary evidence of ownership enclosed herewith is a true and correct copy of what it purports to be, and certifies to the Company that as of the date of this letter the Stockholder beneficially owns 163,661 shares of the Common Stock. Additionally, the Stockholder is a member of the PL Capital Group, as noted in the PL Capital Group’s Schedule 13D/A filing dated October 9, 2009, as amended, with the Securities and Exchange Commission, and, as of the date of this letter, the PL Capital Group beneficially owns 355,721 shares of the Common Stock, or 6.2% of the total shares outstanding, as measured by the number of shares of Common Stock outstanding as of August 1, 2009 as disclosed in the Company’s most recent Form 10-Q filed August 14, 2009.

-1-

The Stockholder will forego the demand for inspection if the Company voluntarily furnishes to it or its agents or representatives all the information included in the Revised Demand Materials.

The Stockholder will bear the reasonable costs incurred by the Company (including those of its transfer agent(s)) in connection with the production of the Revised Demand Materials, including overnight delivery charges. Please advise PL Capital’s counsel, Phillip M. Goldberg of Foley & Lardner LLP, 321 North Clark Street, Chicago, Illinois 60610 (telephone number: 312-832-4549), of the total costs and we will provide you prompt payment.

The Stockholder makes this notification and demand to inspect, copy and make extracts of the Revised Demand Materials in good faith and for the “proper purpose” stated in its prior correspondence and the correspondence sent on its behalf by its legal counsel. As such, the Stockholder believes that failure to produce the Revised Demand Materials would be a derogation of the Company’s fiduciary obligations to fairly implement the corporate election process, and will result in needless expenses that the Company could avoid by complying with its fiduciary obligations.

Please advise Mr. Goldberg as promptly as practicable as to the time and place that the items requested above will be made available in accordance with this Demand. Please also advise us immediately whether you voluntarily will supply the information requested by this Demand. In addition, if the Company believes that this Demand is incomplete or otherwise deficient in any respect, please contact us immediately so that the Stockholder may promptly address any alleged deficiencies.

	Very truly yours,

	FINANCIAL EDGE FUND, L.P.

	By:	PL CAPITAL, LLC General Partner


	By:	/s/ Richard Lashley
		Richard Lashley Managing Member

cc:	Mr. Phillip Goldberg Mr. John Palmer

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[FORM OF DECLARATION USED]

STATE OF NEW JERSEY	)
	)	ss.
COUNTY OF MORRIS	)

Richard Lashley, having been first duly sworn according to law, did depose, swear and say that he is a Managing Member of PL Capital, LLC, the general partner of Financial Edge Fund, L.P., that he is authorized to execute the foregoing demand for inspection pursuant to Section 220 of the Delaware General Corporation Law and to make the demand designation, authorizations and representations contained therein, and that the facts and statements contained in the foregoing demand for inspection are true and correct.



			Richard Lashley

Sworn to and subscribed before me by Richard Lashley

this ____ day of October, 2009.

Notary Public

My Commission Expires:

EX-99.9 8 k167352_ex99-9.htm Unassociated Document

Exhibit 9

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

ATTORNEYS AT LAW

5335 WISCONSIN AVENUE, N.W., SUITE 400

WASHINGTON, D.C. 20015

TELEPHONE (202) 274-2000

FACSIMILE (202) 362-2902

www.luselaw.com

WRITER’S DIRECT DIAL NUMBER	WRITER’S E-MAIL

(202) 274-2001	jgorman@luselaw.com

November 6, 2009

Phillip M. Goldberg, Esq.

Foley & Lardner LLP

32lNorth Clark Street

Chicago, Illinois 60610

Dear Mr. Goldberg:

As counsel to Magyar Bancorp, Inc. (the “Company”), I am responding to the demand (the “Demand”) by Financial Edge Fund, LP (“Financial Edge”) that the Company provide Financial Edge with certain books and records pursuant to Section 220 of the Delaware General Corporation Law (“Section 220”). Your original Demand listed 10 categories/items of documentation requested. By letter dated October 21, you withdrew the Demand as to Items 9 and 10. Item 8 specifies that the information and records requested in Items 1-7 is as of the record date for the 2010 annual meeting of stockholders (“Annual Meeting”).

Set forth below is the Company’s response with respect to each category of documentation requested. Our numbering below corresponds to the numbering of the Items in your Demand.

The Company will provide a complete list of stockholders as of October 7, 2009 and as of the record date for the Annual Meeting.

The Company will provide the stockholder lists in either CD or DVD.

The Company proposes to provide you with the daily transfer sheets from the record date for the Annual Meeting to the date of the Annual Meeting.

The Company will provide the information enumerated in (a) as the record date for the annual meeting, as requested. The Company does not subscribe to “Weekly Security Position Listing Daily Closing Balances” and therefore the information is not available to the Company and will not be provided. As to the information specified in (c), which relates to the names and addresses of employees participating in the employee stock ownership plan (ESOP), the Company is not in a position to provide this information. The ESOP is a record owner of shares, is administered by an independent trustee, and as with Company communications, the trustee will transmit to participants any material that Financial Edge desires to have distributed to stockholders.

LUSE GORMAN POMERENK & SCHICK

A PROFESSIONAL CORPORATION

Phillip M. Goldberg

November 5, 2009

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The Company does not have a NOBO or COBO list. If the Company obtains a NOBO or COBO list, it will provide Financial Edge with a copy.

We do not understand the need for or relevance of the stop transfer or stop lists requested, or if this information is available. At this time, the Company therefore does not intend to take any action to obtain or provide this information.

The omnibus proxy and correspondent participant listings will be provided as of the record date for the Annual Meeting.

We expect to receive the October 7, 2009 stockholder list and deliver it overnight to you early next week. The cost for the list and overnight mailing is $89.50. We will inform you of the costs to produce the additional information that will be provided as of and following the record date for the Annual Meeting, and expect to receive your confirmation that such costs will be paid for by Financial Edge.

If you have any questions regarding the foregoing, please contact the undersigned.

Sincerely,

/s/ John J. Gorman

John J. Gorman