Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)
03 October 2017 - 12:23AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on October 2, 2017
Registration No. 333-204555
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
Astoria
Financial Corporation
(Exact Name of Registrant as Specified
in Its Charter)
Delaware
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11-3170868
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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One Astoria
Bank Plaza, Lake Success, New York 11042
(Address, including
Zip Code, of Principal Executive Offices)
James P. Blose, Esq.
Executive Vice President and General
Counsel
Sterling Bancorp
400 Rella Boulevard
Montebello, New York 10901
(845) 369-8040
(Name, address, including zip code, and
telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public:
Not applicable
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box:
þ
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, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box:
¨
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering:
¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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EXPLANATORY
NOTE
This
Post-Effective Amendment relates to the following registration statement (the “Registration Statement”) filed with
the Securities and Exchange Commission on May 29, 2015 by Astoria Financial Corporation, a Delaware corporation (the “Registrant”):
Registration
Statement on Form S-3ASR, File No. 333-204555, registering an indeterminate aggregate number and amount of securities of each
identified class of securities as may from time to time be offered by Astoria Financial Corporation.
On
October 2, 2017, pursuant to the Agreement and Plan of Merger, dated as of March 6, 2017, by and between the Registrant and Sterling
Bancorp (“Sterling”), the Registrant merged with and into Sterling, with Sterling being the surviving entity (the “Merger”).
In
connection with the Merger, the Registrant has terminated any offering of the Registrant’s securities pursuant to the
Registration Statement. In accordance with the undertakings made by the Registrant in the Registration Statement to remove from
registration by means of a post-effective amendment any of the securities that remain unsold or unissued at the termination of
the offering, the Registrant hereby amends the Registration Statement by deregistering all shares that remain unsold or unissued
under such Registration Statement, if any.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for filing on Form S-3ASR and has duly caused this post-effective amendment
to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Yonkers,
State of New York on October 2, 2017.
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STERLING BANCORP
As successor to Astoria Financial Corporation
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By:
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/s/ James P. Blose
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Name:
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James P. Blose
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Title:
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Executive Vice President and General Counsel
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