10-K/A 1 form10ka.htm PROVIDENT NEW YORK BANCORP 10-K A 9-30-2009 form10ka.htm
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K/A
(Amendment No 1)
x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended September 30, 2009
OR
o TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to ____________________
Commission File Number:      0-25233

PROVIDENT NEW YORK BANCORP
(Exact name of Registrant as Specified in its Charter)

Delaware
  
80-0091851
(State or Other Jurisdiction of Incorporation on Organization)
  
(IRS Employer Identification Number)
     
400 Rella Blvd., Montebello, New York
  
10901
(Address of Principal Executive Office)
  
(Zip Code)

(845) 369-8040
__________________________________
(Registrant’s Telephone Number including Area Code)
Securities Registered Pursuant to Section 12(b) of the Act:

Title of Class
  
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
  
The NASDAQ Global Select Market

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasonal issuer, as defined in Rule 405 of the Securities Act
YES  o    NO  þ

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.
YES  o   NO   þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days
YES  þ  NO  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for shorter period that the registrant was required to submit and post such files)
YES  o NO  o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K.
þ

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer – See definition of “accelerated and large accelerated filer” in Rule 12b-2 of the Exchange Act (check one).

Large Accelerated Filer     o
Accelerated Filer      þ
Non-Accelerated Filer      o
Smaller Reporting Company  o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES  o   NO   þ

The aggregate market value of the voting stock held by non-affiliates of the Registrant, computed by reference to the closing price of the common stock as of March 31, 2009 was $336,229,101.

As of December 4, 2009 there were outstanding 39,251,384 shares of the Registrant’s common stock.
DOCUMENT INCORPORATED BY REFERENCE
Proxy Statement for the Annual Meeting of Stockholders (Part III) to be filed within 120 days after the end of the Registrant’s fiscal year ended September 30, 2009.
 
 
 
 

PROVIDENT NEW YORK BANCORP
 
FORM 10-K/A
for the Fiscal Year Ended September 30, 2009
 
TABLE OF CONTENTS

EXPLANATORY NOTE
2
     
Part IV
  
3
Item 15.
3
     
5
     
6
Exhibit 21
Subsidiaries of the Registrant
8
Exhibit 23
Consent of Crowe Horwath LLP
9
Exhibit 31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
10
Exhibit 31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
11
Exhibit 32
Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002
12


EXPLANATORY NOTE

Provident New York Bancorp (“Provident” or the “Company”) is filing this Amendment No. 1 (“the Amendment”) to its Annual Report on Form 10-K for the fiscal year ended September 30, 2009 (the “Annual Report”), filed with the Securities and Exchange Commission on December 10, 2009.  Specifically, this Amendment amends the Exhibit Index in Item 15 of the Annual Report, and includes Exhibit 21, the Subsidiaries of the Registrant and Exhibit 23, the Consent of Independent Registered Accounting Firm, which were inadvertently omitted from the Annual Report when it was filed.  The Amendment also includes updated certifications from the Chief Executive Officer and Chief Financial Officer, attached as Exhibits 31.1, 31.2 and 32.

This Amendment does not reflect events occurring after the filing of the original Annual Report. Further, this Amendment does not modify or update the disclosures in the original Annual Report in any way other than as required to reflect the amendments set forth below.


PART IV

ITEM 15. Exhibits and Financial Statement Schedules
 

(a) (3) Exhibits

3.1
Certificate of Incorporation of Provident New York Bancorp1
3.2
Bylaws of Provident New York Bancorp, as amended2
10.2
Employment Agreement with George Strayton3*
10.3
Employment Agreement with Daniel Rothstein4*
10.4
Deferred Compensation Agreement, as amended and restated5*
10.5
Provident Amended and Restated 1995 Supplemental Executive Retirement Plan6*
10.5.1
Provident 2005 Supplemental Executive Retirement Plan7*
10.6
Executive Officer Incentive Program8*
10.7
1996 Long-Term Incentive Plan for Officers and Directors, as amended9*
10.8
Provident Bank 2000 Stock Option Plan10*
10.9
Provident Bank 2000 Recognition and Retention Plan11*
10.10
Employment Agreement with Paul A. Maisch12*
10.11
Provident Bancorp, Inc. 2004 Stock Incentive Plan13*
10.12
Provident Bank Executive Officer Incentive Plan14*
10.13
Employment Agreement with Stephen Dormer15*
10.14
Employment Agreement with Richard Jones16*
21
Subsidiaries of Registrant (filed herewith)
23
Consent of Crowe Horwath LLP (filed herewith)
31.1
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32
Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

1
Incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-108795), originally filed with the Commission on September 15, 2003.
2
Incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on May 8, 2009.
3
Incorporated by reference to Exhibit 10.2 of the 2008 10-K (File No, 0-25233), files with the Commission on December 15, 2008.
4
Incorporated by reference to Exhibit 10.3 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.
5
Incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 of Provident Bancorp, Inc. (File No 333-63593) filed with the Commission on September 17, 1998.
6
Incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on August 11, 2008
7
Incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on August 11, 2008
8
Incorporated by reference to Exhibit 10.6 of the 2007 10-K (File No. 0-25233), filed with the Commission on December 13, 2007.
9
Incorporated by reference to Exhibit 10.7 of Amendment No. 1 to the Registration Statement on Form S-1 of Provident Bancorp, Inc. (File No. 333-63593), filed with the Commission on September 17, 1998.


10
Incorporated by reference to Appendix A of the Proxy Statement for the 2000 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 18, 2000.
11
Incorporated by reference to Appendix B of the Proxy Statement for the 2000 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 18, 2000.
12
Incorporated by reference to Exhibit 10.10 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.
13
Incorporated by reference to Appendix A to the Proxy Statement for the 2005 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 19, 2005.
14
Incorporated by reference to Exhibit 10 to the Current Report on Form 8-K (File No. 0-25233), filed with the Commission on December 5, 2005.
15
Incorporated by reference to Exhibit 10.13 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.
16
Incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on February 6, 2009.
* Indicates management contract or compensatory plan or arrangement.


 
Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, Provident New York Bancorp has duly caused this amendment to its report to be signed on its behalf by the undersigned, there unto duly authorized.
 
  Provident New York Bancorp
     
DATE:  December 17, 2009
By:
/s/ Paul A. Maisch
   
Paul A. Maisch
   
Executive Vice President and Chief Financial Officer
   
(Principal Financial and Accounting Officer)


EXHIBIT INDEX
Provident New York Bancorp, Inc.
Form 10-K/A
for the Fiscal Year Ended September 30, 2009

3.1
Certificate of Incorporation of Provident New York Bancorp1
3.2
Bylaws of Provident New York Bancorp, as amended2
10.2
Employment Agreement with George Strayton3*
10.3
Employment Agreement with Daniel Rothstein4*
10.4
Deferred Compensation Agreement, as amended and restated5*
10.5
Provident Amended and Restated 1995 Supplemental Executive Retirement Plan6*
10.5.1
Provident 2005 Supplemental Executive Retirement Plan7*
10.6
Executive Officer Incentive Program8*
10.7
1996 Long-Term Incentive Plan for Officers and Directors, as amended9*
10.8
Provident Bank 2000 Stock Option Plan10*
10.9
Provident Bank 2000 Recognition and Retention Plan11*
10.10
Employment Agreement with Paul A. Maisch12*
10.11
Provident Bancorp, Inc. 2004 Stock Incentive Plan13*
10.12
Provident Bank Executive Officer Incentive Plan14*
10.13
Employment Agreement with Stephen Dormer15*
10.14
Employment Agreement with Richard Jones16*
Subsidiaries of Registrant (filed herewith)
Consent of Crowe Horwath LLP (filed herewith)
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
Certification Pursuant to 18 U.S.C. Section 1350, as amended by Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)

1
Incorporated by reference to Exhibit 3.1 of the Registration Statement on Form S-1 (File No. 333-108795), originally filed with the Commission on September 15, 2003.
2
Incorporated by reference to Exhibit 3.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on May 8, 2009.
3
Incorporated by reference to Exhibit 10.2 of the 2008 10-K (File No, 0-25233), files with the Commission on December 15, 2008.
4
Incorporated by reference to Exhibit 10.3 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.
5
Incorporated by reference to Exhibit 10.4 of the Registration Statement on Form S-1 of Provident Bancorp, Inc. (File No 333-63593) filed with the Commission on September 17, 1998.
6
Incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on August 11, 2008
7
Incorporated by reference to Exhibit 10.2 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on August 11, 2008
8
Incorporated by reference to Exhibit 10.6 of the 2007 10-K (File No. 0-25233), filed with the Commission on December 13, 2007.
9
Incorporated by reference to Exhibit 10.7 of Amendment No. 1 to the Registration Statement on Form S-1 of Provident Bancorp, Inc. (File No. 333-63593), filed with the Commission on September 17, 1998.
10
Incorporated by reference to Appendix A of the Proxy Statement for the 2000 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 18, 2000.


11
Incorporated by reference to Appendix B of the Proxy Statement for the 2000 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 18, 2000.
12
Incorporated by reference to Exhibit 10.10 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.
13
Incorporated by reference to Appendix A to the Proxy Statement for the 2005 Annual Meeting of Stockholders of Provident Bancorp Inc., (File No. 0-25233), filed with the Commission on January 19, 2005.
14
Incorporated by reference to Exhibit 10 to the Current Report on Form 8-K (File No. 0-25233), filed with the Commission on December 5, 2005.
15
Incorporated by reference to Exhibit 10.13 of the 2008 10-K (File No. 0-25233), filed with the Commission on December 15, 2008.
16
Incorporated by reference to Exhibit 10.1 of the Quarterly Report on Form 10-Q (File No. 0-25233), filed with the Commission on February 6, 2009.
* Indicates management contract or compensatory plan or arrangement.
 
 
7