-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OyGBG11EoZ+O7yFvrqQg7d4v/jfDE0z4mYjC1xMdq2T06vvnlMwDYc88h/QUq307 hcKHSqOB/Tmu3WRh35c8tQ== 0000882377-02-000366.txt : 20020515 0000882377-02-000366.hdr.sgml : 20020515 20020515171550 ACCESSION NUMBER: 0000882377-02-000366 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020515 EFFECTIVENESS DATE: 20020515 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YONKERS FINANCIAL CORP CENTRAL INDEX KEY: 0001005508 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 133870836 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-37669 FILM NUMBER: 02653745 BUSINESS ADDRESS: STREET 1: 6 EXECUTIVE PLAZA CITY: YONKERS STATE: NY ZIP: 10701-9858 BUSINESS PHONE: 9149652500 MAIL ADDRESS: STREET 1: 6 EXECUTIVE PLAZA CITY: YONKERS STATE: NY ZIP: 10701-9858 S-8 POS 1 d60427.txt YONKERS FINANCIAL CORPORATION As filed with the Securities and Exchange Commission on May , 2002 Registration No. 333-37669 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 ------------------ REGISTRATION STATEMENT under THE SECURITIES ACT OF 1933 ------------------ YONKERS FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 13-3780836 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 6 Executive Plaza Yonkers, New York 10701-9858 (914) 965-2500 (Address, including Zip Code, of principal executive offices) ------------------ Yonkers Financial Corporation 1996 Stock Option and Incentive Plan (Full title of the Plans) ------------------ W. Edward Bright, Esq. Thacher Proffitt & Wood 11 West 42nd Street - 11th Floor New York, New York 10036 (212) 789-1200 (Name and address, including Zip Code, telephone number and area code, of agent for service)
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Title of Securities Amount to be Registered Proposed Maximum Offering Proposed Maximum Amount of to be Regisrered Price Per Share Aggregate Offering Price Registration Fee (1) - ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, $0.01 par value N/A N/A $N/A $N/A ====================================================================================================================================
(1) Fee previously paid. EXPLANATORY NOTE Pursuant to Registration Statement No. 333-37669 on Form S-8 (the "Registration Statement"), Yonkers Financial Corporation, a Delaware corporation ("Yonkers"), registered 142,830 shares of its Common Stock, par value $.01 per share ("Yonkers Common Stock"), to be offered under the Yonkers Financial Corporation 1996 Management Recognition Plan. On November 13, 2001, Atlantic Bank of New York ("Atlantic") and Yonkers entered into an Agreement and Plan of Merger (the "Merger Agreement") providing for a merger pursuant to which Yonkers would be acquired by Atlantic (the "Merger") with Atlantic as the surviving entity (the "Registrant"). The Merger became effective upon the filing of a Certificate of Merger with the Secretary of State of Delaware on 7:01 p.m., May 8, 2002 (the "Effective Time"). Under the terms of the Merger Agreement, each outstanding share of Yonkers Common Stock was converted at the Effective Time into the right to receive $29.00 in cash. As a result of the Merger, the Registrant terminated at the Effective Time all offerings of Yonkers Common Stock under existing registration statements, including the Registration Statement. In accordance with an undertaking made in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities which remain unsold at the termination of the offering, the Registrant hereby removes from registration all shares of Yonkers Common Stock registered under the Registration Statement which remained unsold as of the Effective Time. SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York on the 15th of May, 2002. YONKERS FINANCIAL CORPORATION By: Atlantic Bank of New York, as successor in interest to Yonkers Financial Corporation By: /s/ Thomas M. O'Brien ------------------------------------- Thomas M. O'Brien President and Chief Executive Officer -2- -----END PRIVACY-ENHANCED MESSAGE-----