Securities Registration: Employee Benefit Plan (s-8)
July 26 2021 - 1:58PM
Edgar (US Regulatory)
As filed with the U.S. Securities and Exchange Commission on July 26, 2021
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Registration No. 333-___________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
NORTHEAST COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Maryland
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86-3173858
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(State or other jurisdiction
of
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(IRS Employer Identification
No.)
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incorporation or organization)
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325 Hamilton Avenue, White Plains, New York
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10601
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(Address of Principal Executive Offices)
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(Zip Code)
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NORTHEAST COMMUNITY BANK
EMPLOYEES’ SAVINGS & PROFIT SHARING
PLAN
(Full title of the plan)
Kenneth A. Martinek
Chairman and Chief Executive Officer
NorthEast Community Bancorp, Inc.
325 Hamilton Avenue
White Plains, NY 10601
(Name and address of agent for service)
(267)
540-8500
(Telephone number, including are code, of agent
of service)
Copies to:
Christine M.
Gattuso , Esq.
Suzanne A. Walker,
Esq.
Kilpatrick Townsend
& Stockton LLP
Washington, DC
20005
(202) 508-5800
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging
growth 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 ¨
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Accelerated filer ¨
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Non-accelerated filer x
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Smaller reporting company x
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Emerging growth company x
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If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of securities to be registered
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Amount
to be registered
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Proposed maximum
offering price per share
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Proposed maximum
aggregate offering price
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Amount of
Registration fee
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Common Stock $0.01 par value
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1,246,993 (1)
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$10.57(2)
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$13,180,716(2)
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$1,438.02
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Participation Interests
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(3)
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—
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—
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—
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(1)
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Together with an indeterminate number of additional shares which may be necessary to adjust the number
of shares reserved for issuance pursuant to the NorthEast Community Bank Employees’ Savings & Profit Sharing Plan (the “Plan”)
as the result of a stock split, stock dividend or similar adjustment of the outstanding common stock of NorthEast Community Bancorp, Inc.
(the “Common Stock”) pursuant to 17 C.F.R. § 230.416(a).
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(2)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) on
the basis of the average of the high and low reported sales price of Common Stock on the Nasdaq Capital Market on July 22, 2021.
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(3)
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In addition, pursuant to 17 C.F.R. § 230.416(c) under the Securities Act of 1933, as amended (the
“Securities Act”), this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant
to the Plan described herein, based upon the maximum amount that could be issued under the Plan pursuant to 17 C.F.R. § 230.457(h)(5).
In accordance with 17 C.F.R. § 230.457(h), where securities are to be offered pursuant to an employee benefit plan, the aggregate
offering price and the amount of the registration fee shall be computed with respect to the maximum number of shares of Common Stock that
may be purchased with participant elective deferrals. Accordingly, no separate fee is required for the participation interests.
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This Registration Statement on Form S-8 (this
“Registration Statement”) shall become effective immediately upon filing in accordance with Section 8(a) of the Securities
Act and 17 C.F.R. § 230.462.
NORTHEAST COMMUNITY BANCORP, INC.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 & 2. Plan Information and Registrant
Information and Employee Plan Annual Information.
The documents containing the
information for the NorthEast Community Bank Employees’ Savings & Profit Sharing Plan specified by Part I of this Registration
Statement will be sent or given to the participants in the Plan as specified by Rule 428(b)(1). Such documents need not be filed with
the Securities and Exchange Commission (the “SEC”) either as a part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424 in reliance on Rule 428. Such documents and the information incorporated by reference pursuant to Item
3 of Part II of this Registration Statement, taken together, constitute a prospectus for this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed
or to be filed by NorthEast Community Bancorp, Inc. (the “Registrant” or the “Corporation”) with the SEC are incorporated
by reference in this Registration Statement:
(a) The Prospectus that was filed with the SEC by the Registrant (File No. 333-253982) pursuant to Rule 424(b)(3) on May 24, 2021.
(b) The Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2021, as filed with the SEC on June 28, 2021 (File No. 333-253982).
(c) The description of the Registrant’s common stock contained in the Registrant’s Form 8-A12B (File No. 001-40589), as filed with the SEC on July 8, 2021.
(d) The
Registrant’s Current Reports on Form 8-K (in each case other than those portions furnished under items 2.02, 7.01 and
9.01 of Form 8-K), as filed with the SEC on May
20, 2021 (File No. 333-253982), July
12, 2021, July
13, 2021 and July 22,2021 (File No. 001-40589).
(e) All
documents filed by the Registrant, where applicable, pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date
hereof and prior to the filing of a post-effective amendment which deregisters all securities then remaining unsold (in each case other
than those portions furnished under Items 2.02. 7.01 and 9.01 of Form 8-K).
Any statement contained
in this Registration Statement, or in a document incorporated or deemed to be incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other subsequently
filed document which also is incorporated or deemed to be incorporated by reference herein, modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
As set forth in Article IX
of the Corporation’s Articles of Incorporation.
NINTH: The Corporation
shall indemnify (A) its directors and officers, whether serving the Corporation or at its request any other entity, to the fullest extent
required or permitted by the general laws of the State of Maryland now or hereafter in force, including the advance of expenses under
the procedures required, and (B) other employees and agents to such extent as shall be authorized by the Board of Directors or the Corporation’s
Bylaws and be permitted by law. The foregoing rights of indemnification shall not be exclusive of any rights to which those seeking indemnification
may be entitled. The Board of Directors may take such action as is necessary to carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such Bylaws, resolutions or contracts implementing such provisions or such further
indemnification arrangements as may be permitted by law. No amendment of the Articles of Amendment and Restatement of the Corporation
shall limit or eliminate the right to indemnification provided hereunder with respect to acts or omissions occurring prior to such amendment
or repeal. Any indemnification payments made pursuant to this Article NINTH are subject to and conditioned upon their compliance with
Section 18(k) of the Federal Deposit Insurance Act (12 U.S.C. 1828(k)) and the regulations promulgated thereunder by the Federal Deposit
Insurance Corporation (12 C.F.R. Part 359).
Item 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
The following exhibits are
filed with or incorporated by reference into this registration statement on Form S-8 (numbering corresponds generally to the Exhibit Table
in Item 601 of Regulation S-K).
List of Exhibits (filed herewith
unless otherwise noted):
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5.1
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The shares of common stock registered hereby to be offered and sold pursuant to the Plan will be purchased
in open market transactions. No opinion of counsel regarding the securities being registered is required.
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(1)
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Filed as Exhibit 3.1 to the Corporation’s Form S-1 Registration Statement, as amended,
initially filed with the SEC on March 8, 2021 (File No. 333-253982).
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(2)
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Filed as Exhibit 3.2 to the Corporations Form S-1 Registration Statement, as amended, initially filed
with the SEC on March 8, 2021 (File No. 333-253982).
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(3)
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Filed as Exhibit 4.0 to the Corporation’s Form S-1 Registration Statement, as amended, initially
filed with the SEC on March 8, 2021 (File No. 333-252982).
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Item 9. Undertakings.
The undersigned Registrant
hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the Volume of Securities Offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
Provided, however,
that paragraphs (1)(i) and (1)(ii) of this section do not apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in reports filed or furnished to the Securities and Exchange Commission by the registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference into this Registration Statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof; and
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion
of the SEC, such indemnification is against public policy as expressed in such Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final
adjudication of such issue.
The registrant has submitted
or will submit the Plan and amendments thereto to the Internal Revenue Service (the “IRS”) in a timely manner and has made
or will make all changes required by the IRS in order to qualify the Plan.
SIGNATURES
The Registrant.
Pursuant to the requirements
of the Securities Act of 1933, NorthEast Community Bancorp, Inc. 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 registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of White Plains, State of New York on July 26, 2021.
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NORTHEAST COMMUNITY BANCORP, INC.
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By:
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/s/ Kenneth A. Martinek
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Kenneth A. Martinek
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Chairman and Chief Executive Officer
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Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Name
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Title
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Date
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/s/ Kenneth A. Martinek
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Chairman, and
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July 26, 2021
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Kenneth A. Martinek
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Chief Executive Officer
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(principal executive officer)
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/s/ Donald S. Hom
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Executive Vice President and
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July 26, 2021
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Donald S. Hom
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Chief Financial Officer
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(principal financial and accounting
officer)
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/s/ Diane B. Cavanaugh
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Director
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July 26, 2021
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Diane B. Cavanaugh
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/s/ Charles M. Cirillo
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Director
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July 26, 2021
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Charles M. Cirillo
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/s/ Jose M. Collazo
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President and Chief Operating
Officer
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July 26, 2021
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Jose M. Collazo
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and Director
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/s/ Eugene M. Magier
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Director
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July 26, 2021
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Eugene M. Magier
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/s/ Charles A. Martinek
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Director
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July 26, 2021
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Charles A. Martinek
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/s/ John F. McKenzie
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Director
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July 26, 2021
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John F. McKenzie
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/s/ Kevin P. O’Malley
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Director
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July 26, 2021
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Kevin P. O’Malley
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/s/ Kenneth H. Thomas
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Director
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July 26, 2021
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Kenneth H. Thomas
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The Plan.
Pursuant to the requirements
of the Securities Act of 1933, the trustees (or other persons who administer the NorthEast Community Bank Employees’ Savings &
Profit Sharing Plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of White Plains, State of New York on July 26, 2021.
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NORTHEAST COMMUNITY BANK
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EMPLOYEES’ SAVINGS & PROFIT SHARING PLAN
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By:
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/s/ Cindy Fino
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Plan Administrator
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