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EX-5.1 - EXHIBIT 5.1 - ASTORIA FINANCIAL CORPv411701_ex5-1.htm

 

  

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): May 29, 2015

  

 

 

Astoria Financial Corporation

(Exact name of registrant as specified in its charter)

 

 

 

Delaware 001-11967 11-3170868
(State or other jurisdiction of
incorporation or organization)
(Commission File Number) (IRS Employer
Identification No.)

 

ONE ASTORIA BANK PLAZA, LAKE SUCCESS, NEW YORK 11042-1085

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (516) 327-3000

 

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ 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 May 29, 2015, Astoria Financial Corporation (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) a prospectus supplement, dated May 29, 2015, relating to 1,500,000 shares of the Company’s common stock that may be offered for sale pursuant to the Astoria Financial Corporation Dividend Reinvestment and Stock Purchase Plan (the “Plan”). The prospectus supplement, and the accompanying base prospectus dated May 29 2015, are part of the Company’s Registration Statement on Form S-3 (Registration No. 333-204555) filed with the SEC on May 29, 2015 (the “Registration Statement”). The validity opinion of Arnold & Porter LLP with respect to the shares of common stock to be issued pursuant to the Plan is being filed with this Current Report on Form 8-K and shall be incorporated by reference into the Registration Statement.

 

Item 9.01.Financial Statements and Exhibits.

 

(d)Exhibits.

 

5.1Opinion of Arnold & Porter LLP.

 

23.1Consent of Arnold & Porter LLP (included in Exhibit 5.1 hereto).

 

 
 

 

signature

 

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.

 

  ASTORIA FINANCIAL CORPORATION
     
  By: /s/ Theodore S. Ayvas
    Theodore S. Ayvas
    Vice President and
    Director of Investor Relations

Date:  May 29, 2015

 

 
 

 

EXHIBIT INDEX

 

Exhibit Number   Description
     
5.1   Opinion of Arnold & Porter LLP.
     
23.1   Consent of Arnold & Porter LLP (included in Exhibit 5.1 hereto).