8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 25, 2014

NEW INVESTORS BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-192966	46-4702118
(State or Other Jurisdiction of Incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

101 JFK Parkway, Short Hills, New Jersey	07078
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  (973) 924-5100

Not Applicable                                                      

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01       Other Events

           On April 25, 2014, Investors Bancorp, Inc. and New Investors Bancorp, Inc., the proposed successor holding company for Investors Bank, announced the results of the subscription offering that was conducted in connection with Investors Bancorp, Inc.’s proposed conversion from the mutual holding company to the stock holding company form of organization.  Investors Bancorp, Inc. received orders for approximately $1.27 billion in the subscription offering, excluding the Investors Bank Employee Stock Ownership Plan.  A copy of the press release is attached as Exhibit 99.1 to this Current Report.

Item 9.01.    Financial Statements and Exhibits.

            (d)     Exhibits

Exhibit No.	Description
99.1	Press Release dated April 25, 2014

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

		NEW INVESTORS BANCORP, INC.
DATE: April 28, 2014	By:	/s/ Thomas F. Splaine, Jr.
		Thomas F. Splaine, Jr.
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EX-99.1

Exhibit 99.1

news release

Contact:  Domenick Cama ISBC

(973) 924-5105

dcama@myinvestorsbank.com

Investors Bancorp, Inc. Announces Results of Subscription Offering

SHORT HILLS, N.J., (PR NEWSWIRE) – April 25, 2014, Investors Bancorp, Inc. (the “Company”) (Nasdaq: ISBC), an existing Delaware corporation, and New Investors Bancorp, Inc. (“New Investors Bancorp”), the proposed holding company for Investors Bank, announced today the results of the subscription offering that was conducted in connection with its proposed second step conversion stock offering.  The Company received over 9,000 orders for approximately $1.27 billion in the subscription offering, excluding the Company’s Employee Stock Ownership Plan.

On April 21, 2014, the Company announced that it commenced the firm commitment underwritten offering portion of the second step conversion to sell shares of common stock not subscribed for in the subscription offering to the general public at $10.00 per share.  RBC Capital Markets, Keefe, Bruyette & Woods, and Sandler O'Neill & Partners, L.P. are acting as joint book-running managers for the firm commitment underwritten offering.  Barclays, Deutsche Bank Securities, and J.P. Morgan are acting as joint lead managers, and Sterne Agee and Boenning & Scattergood, Inc. are acting as co-managers for the firm commitment underwritten offering.

Keefe, Bruyette & Woods acted as the selling agent in the subscription offering.

Luse Gorman Pomerenk & Schick, P.C. is serving as legal counsel to the Company and New Investors Bancorp. Silver, Freedman, Taff & Tiernan LLP is serving as legal counsel to the Underwriters.

The completion of the conversion and offering remains subject to, among other things, selling a minimum of 170,000,000 shares in the offering, and the receipt of the approval of the depositors of Investors Bank and of the stockholders of the Company.

About Investors Bancorp

Investors Bancorp, Inc. is the holding company for Investors Bank, which operates from its corporate headquarters in Short Hills, New Jersey and over 129 offices located throughout New Jersey and New York. Investors Bank's deposits are insured by the Federal Deposit Insurance Corporation. Investors may obtain additional information about Investors Bancorp and Investors Bank on the internet at www.myinvestorsbank.com under About Us.

Forward Looking Statements

This news release contains forward-looking statements within the meaning of the federal securities laws. Statements in this release that are not strictly historical are forward-looking and are based upon current expectations that may differ materially from actual results. These forward-looking statements, identified by words such as "will," "anticipate," and "believe," involve risks and uncertainties that could cause actual results to differ materially from those anticipated by the statements made herein. These risks and uncertainties involve the risk of delays in proceeding with the offering within the timeframe outlined, the risk that market conditions can impact our ability to complete the offering, and other risks identified in the prospectus relating to the offering. Investors Bancorp undertakes no obligation to release revisions to these forward-looking statements publicly to reflect events or circumstances after the date hereof or to reflect the occurrence of unforeseen events, except as required to be reported under the rules and regulations of the Securities and Exchange Commission.

A registration statement relating to these securities has been filed with the United States Securities and Exchange Commission. This press release is neither an offer to sell nor a solicitation of an offer to buy common stock. The offer will be made only by means of the written prospectus, and any related prospectus supplement, forming part of the registration statement.

A proxy statement/prospectus concerning the conversion has been filed with the Securities and Exchange Commission. Stockholders of the Company are urged to read the proxy statement/prospectus because it contains important information. Investors are able to obtain all documents filed with the Securities and Exchange Commission by the Company and New Investors Bancorp free of charge at the Securities and Exchange Commission's website, www.sec.gov. In addition, these documents are available free of charge from the Corporate Secretary of the Company at 101 JFK Parkway, Short Hills, NJ 07078, Attention: Corporate Secretary.

The directors, executive officers, and certain other members of management and employees of the Company are participants in the solicitation of proxies from the stockholders of the Company in favor of the conversion. Information about the directors and executive officers of the Company is included in the proxy statement/prospectus filed with the Securities and Exchange Commission.

The shares of common stock are not savings accounts or savings deposits, may lose value and are not insured by the Federal Deposit Insurance Corporation or any other government agency.