As filed with the Securities and Exchange Commission on July 29, 2010

Registration No. 333-167421

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO, 1 TO THE

FORM S-1

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Northfield Bancorp, Inc. and
Northfield Bank Employee Savings Plan

(Exact Name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)		6712 (Primary Standard Industrial Classification Code Number)		Being applied for (I.R.S. Employer Identification Number)

581 Main Street
Woodbridge, New Jersey 07095
(732) 499-7200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrant’s Principal Executive Offices)

Mr. John W. Alexander
Chairman, President and Chief Executive Officer
581 Main Street
Woodbridge, New Jersey 07095
(732) 499-7200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent for Service)

Copies to:
Edward A. Quint, Esq.
Eric Luse, Esq.
Luse Gorman Pomerenk & Schick, P.C.
5335 Wisconsin Avenue, N.W., Suite 780
Washington, D.C. 20015
(202) 274-2000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

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, check the following box: þ

If this Form is filed to register additional shares 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: o

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: o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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: o

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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer   o (Do not check if a smaller reporting company)		Smaller reporting company o

	Title of each class of			Amount to be					Proposed maximum					Proposed maximum					Amount of
	securities to be registered			registered					offering price per share					aggregate offering price					registration fee
	Common Stock, $0.01 par value per share			72,440,582 shares					$	10.00				$	724,405,820	(1)			$	51,650	(2)
	Participation interests			1,186,679 interests (3)																(3	)

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

PROSPECTUS

          Northfield Bancorp, Inc., a newly formed Delaware corporation, is offering up to 35,650,000 shares of common stock for sale at $10.00 per share in connection with the conversion of Northfield Bancorp, MHC from the mutual holding company to the stock holding company form of organization. The shares we are offering represent the ownership interest in Northfield Bancorp, Inc., a federal corporation, currently owned by Northfield Bancorp, MHC. In this prospectus, we will refer to Northfield Bancorp, Inc., the Delaware corporation, as “Northfield-Delaware,” and we will refer to Northfield Bancorp, Inc., the federal corporation, as “Northfield-Federal.” Northfield-Federal’s common stock is currently traded on the Nasdaq Global Select Market under the trading symbol “NFBK.” For a period of 20 trading days after the completion of the conversion and offering, we expect our shares of common stock will trade on the Nasdaq Global Select Market under the symbol “NFBKD,” and, thereafter, our trading symbol will revert to “NFBK.”

          The shares of common stock are first being offered in a subscription offering to eligible depositors and tax-qualified employee benefit plans of Northfield Bank as described in this prospectus. Eligible depositors and tax-qualified employee benefit plans have priority rights to buy all of the shares offered. Shares not purchased in the subscription offering will simultaneously be offered for sale to the general public in a community offering, with a preference given to residents of the communities of Northfield Bank and existing stockholders of Northfield-Federal. We also may offer for sale shares of common stock not purchased in the subscription or community offerings in a syndicated community offering through a syndicate of selected dealers.

          We are offering up to 35,650,000 shares of common stock for sale on a best efforts basis. We may sell up to 40,997,500 shares of common stock because of demand for the shares of common stock or changes in market conditions, without resoliciting purchasers. We must sell a minimum of 26,350,000 shares in the offering in order to complete the offering and the conversion.

          In addition to the shares we are selling in the offering, the remaining interest in Northfield-Federal currently held by the public will be exchanged for shares of common stock of Northfield-Delaware using an exchange ratio that will result in existing public stockholders of Northfield-Federal owning approximately the same percentage of Northfield-Delaware common stock as they owned in Northfield-Federal immediately prior to the completion of the conversion. We will issue up to 27,341,810 shares of common stock in the exchange, which may be increased to up to 31,443,082 shares if we sell 40,997,500 shares of common stock in the offering.

          The minimum order is 25 shares. The offering is expected to expire at 4:00 p.m., Eastern Time, on September 13, 2010. We may extend this expiration date without notice to you until October 28, 2010. Once submitted, orders are irrevocable unless the offering is terminated or is extended, with Office of Thrift Supervision approval, beyond October 28, 2010, or the number of shares of common stock to be sold is increased to more than 40,997,500 shares or decreased to less than 26,350,000 shares. If the offering is extended past October 28, 2010, or if the number of shares to be sold is increased to more than 40,997,500 shares or decreased to less than 26,350,000 shares, we will resolicit subscribers, and all funds delivered to us to purchase shares of common stock will be returned promptly with interest. Funds received in the subscription and the community offering prior to the completion of the offering will be held in a segregated account at Northfield Bank and will earn interest at 0.25%.

          Sandler O’Neill & Partners, L.P. will assist us in selling the shares on a best efforts basis in the subscription and community offerings, and will serve as sole book-running manager for any syndicated community offering. Sandler O’Neill & Partners, L.P. is not required to purchase any shares of common stock that are being offered for sale.

OFFERING SUMMARY
Price: $10.00 per Share

		Minimum				Midpoint				Maximum				Adjusted Maximum
Number of shares			26,350,000				31,000,000				35,650,000				40,997,500
Gross offering proceeds		$	263,500,000			$	310,000,000			$	356,500,000			$	409,975,000
Estimated offering expenses, excluding selling agent commissions		$	1,681,500			$	1,681,500			$	1,681,500			$	1,681,500
Selling agent commissions (1)		$	7,790,700			$	9,167,100			$	10,543,500			$	12,126,360
Estimated net proceeds		$	254,027,800			$	299,151,400			$	344,275,000			$	396,167,140
Estimated net proceeds per share		$	9.64			$	9.65			$	9.66			$	9.66

This investment involves a degree of risk, including the possible loss of principal.
Please read “Risk Factors” beginning on page 16.

     These securities are not deposits or accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Neither the Securities and Exchange Commission, the Office of Thrift Supervision, nor any state securities regulator has approved or disapproved of these securities or determined if this Prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

Sandler O’Neill + Partners, L.P.

For assistance, please contact the Stock Information Center, toll-free, at (____) ___-____.
The date of this prospectus is [Prospectus Date].

TABLE OF CONTENTS

		Page
SUMMARY			1
RISK FACTORS			16
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA OF NORTHFIELD BANCORP, INC. AND SUBSIDIARIES			27
RECENT DEVELOPMENTS			29
FORWARD-LOOKING STATEMENTS			37
HOW WE INTEND TO USE THE PROCEEDS FROM THE OFFERING			38
OUR DIVIDEND POLICY			40
MARKET FOR THE COMMON STOCK			41
HISTORICAL AND PRO FORMA REGULATORY CAPITAL COMPLIANCE			43
CAPITALIZATION			44
PRO FORMA DATA			46
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			54
BUSINESS OF NORTHFIELD-DELAWARE			93
BUSINESS OF NORTHFIELD BANCORP, INC. AND NORTHFIELD BANK			93
SUPERVISION AND REGULATION			111
TAXATION			120
MANAGEMENT			122
BENEFICIAL OWNERSHIP OF COMMON STOCK			151
SUBSCRIPTIONS BY DIRECTORS AND EXECUTIVE OFFICERS			153
THE CONVERSION AND OFFERING			154
COMPARISON OF STOCKHOLDERS’ RIGHTS FOR EXISTING STOCKHOLDERS OF NORTHFIELD BANCORP, INC.			177
RESTRICTIONS ON ACQUISITION OF NORTHFIELD-DELAWARE			182
DESCRIPTION OF CAPITAL STOCK OF NORTHFIELD-DELAWARE FOLLOWING THE CONVERSION			186
TRANSFER AGENT			187
EXPERTS			187
LEGAL MATTERS			187
WHERE YOU CAN FIND ADDITIONAL INFORMATION			187
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF NORTHFIELD BANCORP, INC. AND SUBSIDIARIES			F-1
EX-1.2
EX-8.1
EX-8.2
EX-23.2
EX-23.3
EX-99.3.1

SUMMARY

     The following summary explains the significant aspects of the conversion, the offering and the exchange of existing shares of Northfield-Federal common stock for shares of Northfield-Delaware common stock. It may not contain all of the information that is important to you. For additional information before making an investment decision, you should read this entire document carefully, including the consolidated financial statements and the notes to the consolidated financial statements, and the section entitled “Risk Factors.”

The Companies

     Northfield-Delaware

     The shares being offered will be issued by Northfield-Delaware, a newly formed Delaware corporation. Upon completion of the conversion, Northfield-Delaware will become the successor corporation to Northfield-Federal and the parent holding company for Northfield Bank. Northfield-Delaware’s executive offices are located at 581 Main Street, Suite 810, Woodbridge, New Jersey 07095, and its telephone number at this address is (732) 499-7200.

     Northfield Bank

     Northfield Bank is a community bank that has served the banking needs of its customers since 1887. Northfield Bank conducts business primarily from its home office located in Staten Island, New York, its operations center located in Woodbridge, New Jersey, its 17 additional branch offices located in New York and New Jersey and its lending offices located in Brooklyn, New York and Gwinnett County, Georgia. The branch offices are located in the New York counties of Richmond (Staten Island) and Kings (Brooklyn) and the New Jersey counties of Union and Middlesex.

     Northfield Bank’s principal business consists of taking deposits, primarily through its retail banking offices, and investing those funds in loans and securities. Northfield Bank offers a variety of deposit accounts with a range of interest rates and terms, and relies on its convenient locations, customer service and competitive pricing and products to attract and retain deposits. To a lesser extent, Northfield Bank uses borrowed funds and brokered deposits as additional sources of funds. Northfield Bank’s principal lending activity is originating multifamily and commercial real estate loans for retention in its portfolio, and also offering a variety of other types of loans for individuals and small businesses. Northfield Bank’s investment securities portfolio is comprised principally of mortgage-backed securities and corporate bonds. Northfield Bank is subject to comprehensive regulation and examination by the Office of Thrift Supervision.

     Northfield Bank’s website address is www.eNorthfield.com. Information on this website is not and should not be considered a part of this prospectus.

     Northfield-Federal and Northfield Bancorp, MHC

     Northfield-Federal is a federally chartered corporation that currently is the parent holding company of Northfield Bank. At March 31, 2010, Northfield-Federal had consolidated assets of $2.1 billion, deposits of $1.4 billion and stockholders’ equity of $396.3 million. At March 31, 2010, Northfield-Federal had 43,722,522 shares of common stock outstanding, of which 19,080,838 shares, or 43.6%, were owned by the public (including Northfield Bank Foundation) and will be exchanged for shares of common stock of Northfield-Delaware as part of the conversion. The remaining 24,641,684 shares of common stock of Northfield-Federal are held by Northfield Bancorp, MHC, a federally chartered mutual holding company. The shares of common stock being offered by Northfield-Delaware represent Northfield Bancorp, MHC’s ownership interest in Northfield-Federal. Upon completion of the conversion and offering, Northfield Bancorp, MHC’s shares will be cancelled and Northfield Bancorp, MHC and Northfield-Federal will no longer exist.

Our Current Organizational Structure

     We have been organized in mutual holding company form since 1995, and in the two-tiered mutual holding company structure since 2002. In November 2007, Northfield-Federal sold 19,265,316 shares of its common stock to the public, representing 43.0% of its then-outstanding shares, at $10.00 per share. Northfield-Federal issued 24,641,684 shares to Northfield Bancorp, MHC, and 896,061 shares to Northfield Bank Foundation, which was formed in connection with the initial stock offering.

     Pursuant to the terms of Northfield Bancorp, MHC’s plan of conversion and reorganization, Northfield Bancorp, MHC is now converting from the mutual holding company corporate structure to the stock holding company corporate structure. As part of the conversion, we are offering for sale the majority ownership interest in Northfield-Federal that is currently held by Northfield Bancorp, MHC. We are not contributing additional shares to the Northfield Bank Foundation in connection with the conversion and offering. Upon completion of the conversion and offering, Northfield Bancorp, MHC and Northfield-Federal will cease to exist, and we will complete the transition of our organization from being partially owned by public stockholders to being fully owned by public stockholders. Upon completion of the conversion, public stockholders of Northfield-Federal will receive shares of common stock of Northfield-Delaware in exchange for their shares of Northfield-Federal.

     The following diagram shows our current organizational structure, reflecting ownership percentages as of July 30, 2010:

     After the conversion and offering are completed, we will be organized as a fully public holding company, as follows:

Business Strategy

     Our business strategies are to:

	•		remain a community-oriented financial institution;
	•		continue to increase our lending;
	•		improve asset quality;
	•		expand through branching and acquisitions; and
	•		employ securities investment strategies to increase income.

     See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Business Strategy” for a more complete discussion of our business strategy.

Reasons for the Conversion and Offering

     Our primary reasons for converting to the fully public stock form of ownership and undertaking the stock offering are to:

	•		eliminate the uncertainties associated with the mutual holding company structure under recently enacted financial reform legislation;
	•		increase our capital;
	•		transition us to a more familiar and flexible organizational structure;

	•		improve the liquidity of our shares of common stock; and
	•		support any future mergers and acquisitions.

     See “The Conversion and Offering” for a more complete discussion of our reasons for conducting the conversion and offering.

Terms of the Offering

     We are offering between 26,350,000 and 35,650,000 shares of common stock to eligible depositors of Northfield Bank, to our tax-qualified employee benefit plans and, to the extent shares remain available, to residents of the New Jersey Counties of Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex and Union, the New York Counties of Bronx, Kings, Nassau, New York, Putnam, Queens, Richmond, Rockland, Suffolk and Westchester, and Pike County, Pennsylvania. To the extent shares of common stock remain available, we are also offering the shares to our existing public stockholders and to the general public in a community offering and, if necessary, to the general public in a syndicated community offering. The number of shares of common stock to be sold may be increased to up to 40,997,500 shares as a result of demand for the shares of common stock in the offering or changes in market conditions. Unless the number of shares of common stock to be offered is increased to more than 40,997,500 shares or decreased to fewer than 26,350,000 shares, or the offering is extended beyond October 28, 2010, subscribers will not have the opportunity to change or cancel their stock orders once submitted. If the offering is extended past October 28, 2010, or if the number of shares to be sold is increased to more than 40,997,500 shares or decreased to less than 26,350,000 shares, all subscribers’ stock orders will be canceled, their withdrawal authorizations will be canceled and funds delivered to us to purchase shares of common stock in the subscription and community offerings will be returned promptly with interest at 0.25%. We will then resolicit subscribers, giving them an opportunity to place a new order for a period of time.

     The purchase price of each share of common stock to be offered for sale in the offering is $10.00. All investors will pay the same purchase price per share. Investors will not be charged a commission to purchase shares of common stock in the offering. Sandler O’Neill & Partners, L.P., our marketing agent in the offering, will use its best efforts to assist us in selling shares of our common stock but is not obligated to purchase any shares of common stock in the offering.

How We Determined the Offering Range, the Exchange Ratio and the $10.00 Per Share Stock Price

     The amount of common stock we are offering for sale and the exchange ratio for the exchange of shares of Northfield-Delaware for shares of Northfield-Federal are based on an independent appraisal of the estimated market value of Northfield-Delaware, assuming the conversion, exchange and offering are completed. RP Financial, LC., our independent appraiser, has estimated that, as of May 14, 2010, and updated as of July 16, 2010, this market value was $547.8 million. Based on Office of Thrift Supervision regulations, this market value forms the midpoint of a valuation range with a minimum of $465.6 million and a maximum of $629.9 million. Based on this valuation and the valuation range, the 56.6% ownership interest of Northfield Bancorp, MHC in Northfield-Federal as of July 30, 2010 being sold in the offering and the $10.00 per share price, the number of shares of common stock being offered for sale by Northfield-Delaware will range from 26,350,000 shares to 35,650,000 shares. The $10.00 per share price was selected primarily because it is the price most commonly used in mutual-to-stock conversions of financial institutions. The exchange ratio will range from 1.0693 shares at the minimum of the offering range to 1.4467 at the maximum of the offering range, and will preserve the existing percentage ownership of public stockholders of Northfield-Federal (excluding any new shares purchased by them in the stock offering and their receipt of cash in lieu of fractional shares). If demand for shares or market conditions warrant, the appraisal can be increased by 15%, which would result in an appraised value of $724.4 million, an offering of 40,997,500 shares of common stock, and an exchange ratio of 1.6637.

     The appraisal is based in part on Northfield-Federal’s financial condition and results of operations, the pro forma effect of the additional capital raised by the sale of shares of common stock in the offering, and an analysis of a peer group of ten publicly traded thrift holding companies that RP Financial, LC. considers comparable to Northfield-Federal. The appraisal peer group consists of the following companies. Asset size for all companies is as of March 31, 2010.

		Ticker
Company Name		Symbol		Exchange		Headquarters		Total Assets
								(in millions)
Brookline Bancorp, Inc.		BRKL		Nasdaq		Brookline, MA		$	2,639
Danvers Bancorp, Inc.		DNBK		Nasdaq		Danvers, MA		$	2,455
ESB Financial Corp.		ESBF		Nasdaq		Ellwood City, PA		$	1,955
ESSA Bancorp, Inc.		ESSA		Nasdaq		Stroudsburg, PA		$	1,059
Flushing Financial Corp.		FFIC		Nasdaq		Lake Success, NY		$	4,183
NewAlliance Bancshares		NAL		NYSE		New Haven, CT		$	8,501
OceanFirst Financial Corp.		OCFC		Nasdaq		Toms River, NJ		$	2,199
Provident NY Bancorp, Inc.		PBNY		Nasdaq		Montebello, NY		$	2,936
United Financial Bancorp		UBNK		Nasdaq		W. Springfield, MA		$	1,513
Westfield Financial Inc.		WFD		Nasdaq		Westfield, MA		$	1,200

     The following table presents a summary of selected pricing ratios for the peer group companies based on annual earnings and other information as of and for the twelve months ended March 31, 2010, and stock prices as of July 16, 2010, as reflected in the updated appraisal report. The summary pricing ratios for Northfield-Delaware (on a pro forma basis) are based on annual earnings and other information as of and for the twelve months ended June 30, 2010 as reflected in the updated appraisal. Compared to the average pricing of the peer group, our pro forma pricing ratios at the midpoint of the offering range indicated a discount of 18.3% on a price-to-book value basis, a discount of 28.7% on a price-to-tangible book value basis, and a premium of 53.8% on a price-to-earnings basis.

		Price-to-earnings				Price-to-book				Price-to-tangible
		multiple (1)(2)				value ratio (2)				book value ratio (2)
Northfield-Delaware (on a pro forma basis, assuming completion of the conversion)
Adjusted Maximum			51.38x				94.88	%			96.99	%
Maximum			44.83x				88.03	%			90.01	%
Midpoint			39.10x				81.23	%			83.19	%
Minimum			33.34x				73.53	%			75.47	%
Valuation of peer group companies, all of which are fully converted (on an historical basis)
Averages			25.42x				99.38	%			116.16	%
Medians			24.15x				98.76	%			120.36	%

     The independent appraisal does not indicate trading market value. Do not assume or expect that our valuation as indicated in the appraisal means that after the conversion and offering the shares of our common stock will trade at or above the $10.00 per share purchase price. Furthermore, the pricing ratios presented in the appraisal were utilized by RP Financial, LC. to estimate our pro forma appraised value for regulatory purposes and not to compare the relative value of shares of our common stock with the value of the capital stock of the peer group. The value of the capital stock of a particular company may be affected by a number of factors such as financial performance, asset size and market location.

     For a more complete discussion of the amount of common stock we are offering for sale and the independent appraisal, see “The Conversion and Offering—Stock Pricing and Number of Shares to be Issued.”

After-Market Stock Price Performance Provided by Independent Appraiser

     The following table presents stock price performance information for all second-step conversions completed between January 1, 2009 and July 16, 2010. None of these companies were included in the group of 10 comparable public companies utilized in RP Financial, LC.’s valuation analysis.

Completed Second-Step Conversion Offerings
Closing Dates between January 1, 2009 and July 16, 2010

						Percentage Price Change
						From Initial Trading Date
Company Name and		Conversion																Through July 16,
Ticker Symbol		Date		Exchange		One Day				One Week				One Month				2010
Jacksonville Bancorp, Inc. (JXSB)		7/15/10		Nasdaq			6.5	%			5.0	%			5.0	%			5.0	%
Colonial Fin. Services, Inc. (COBK)		7/13/10		Nasdaq			0.5	%			-1.6	%			-1.6	%			-1.6	%
Viewpoint Fin. Group (VPFG)		7/7/10		Nasdaq			-5.0	%			-4.5	%			-5.0	%			-5.0	%
Oneida Financial Corp. (ONFC)		7/7/10		Nasdaq			-6.3	%			-6.3	%			-5.6	%			-5.6	%
Fox Chase Bancorp, Inc. (FXCB)		6/29/10		Nasdaq			-4.1	%			-4.0	%			-2.3	%			-2.3	%
Oritani Financial Corp. (ORIT)		6/24/10		Nasdaq			3.1	%			-1.4	%			-1.9	%			-1.9	%
Eagle Bancorp Montana, Inc. (EBMT)		4/5/10		Nasdaq			5.5	%			6.5	%			4.1	%			-2.0	%
Ocean Shore Holding Co. (OSHC)		12/21/09		Nasdaq			7.5	%			12.3	%			13.1	%			35.0	%
Northwest Bancshares, Inc. (NWBI)		12/18/09		Nasdaq			13.5	%			13.0	%			14.0	%			13.9	%
Average							2.4	%			2.1	%			2.2	%			3.9	%
Median							3.1	%			-1.4	%			-1.6	%			-1.9	%

     Stock price performance is affected by many factors, including, but not limited to: general market and economic conditions; the interest rate environment; the amount of proceeds a company raises in its offering; and numerous factors relating to the specific company, including the experience and ability of management, historical and anticipated operating results, the nature and quality of the company’s assets, and the company’s market area. None of the companies listed in the table above are exactly similar to Northfield-Delaware, the pricing ratios for their stock offerings may have been different from the pricing ratios for Northfield-Delaware shares of common stock and the market conditions in which these offerings were completed may have been different from current market conditions. Furthermore, this table presents only short-term performance with respect to companies that recently completed their second-step conversions and may not be indicative of the longer-term stock price performance of these companies. The performance of these stocks may not be indicative of how our stock will perform.

     Our stock price may trade below $10.00 per share, as the stock prices of many second-step conversions completed prior to 2009 have decreased below the initial offering price. Before you make an investment decision, we urge you to carefully read this prospectus, including, but not limited to, the section entitled “Risk Factors” beginning on page 16.

The Exchange of Existing Shares of Northfield-Federal Common Stock

     If you are currently a stockholder of Northfield-Federal, your shares will be canceled at the completion of the conversion and will be exchanged for shares of common stock of Northfield-Delaware. The number of shares of common stock you receive will be based on the exchange ratio, which will depend upon our final appraised value. The following table shows how the exchange ratio will adjust, based on the valuation of Northfield-Delaware and the number of shares of common stock issued in the offering. The table also shows the number of shares of Northfield-Delaware common stock a hypothetical owner of Northfield-Federal common stock would receive in exchange for 100 shares of Northfield-Federal common stock owned at the completion of the conversion, depending on the number of shares of common stock issued in the offering.

																										Equivalent				Equivalent
																		Total Shares								Value of				Pro Forma				Shares to
										Shares of Northfield-Delaware								of Common								Shares				Tangible				be
		Shares to be Sold in								to be Issued for Shares of								Stock to be								Based				Book Value				Received
		This Offering								Northfield-Federal								Issued in								Upon				Per				for 100
						Percent								Percent				Conversion				Exchange				Offering				Exchanged				Existing
		Amount				(1)				Amount				(1)				and Offering				Ratio				Price (2)				Share (3)				Shares
Minimum			26,350,000				56.6	%			20,209,164				43.4	%			46,559,164				1.0693			$	10.69			$	13.03				106
Midpoint			31,000,000				56.6				23,775,487				43.4				54,775,487				1.2580				12.58				13.99				125
Maximum			35,650,000				56.6				27,341,810				43.4				62,991,810				1.4467				14.47				14.93				144
15% above Maximum			40,997,500				56.6				31,443,082				43.4				72,440,582				1.6637				16.64				16.02				166

     If you own shares of Northfield-Federal common stock in a brokerage account in “street name,” your shares will be exchanged automatically, and you do not need to take any action to exchange your shares of common stock. If your shares are represented by physical Northfield-Federal stock certificates, after the completion of the conversion and stock offering, our exchange agent will mail to you a transmittal form with instructions to surrender your stock certificates. New certificates of Northfield-Delaware common stock will be mailed to you within five business days after the exchange agent receives properly executed transmittal forms and your Northfield-Federal stock certificates. You should not submit a stock certificate until you receive a transmittal form.

     No fractional shares of Northfield-Delaware common stock will be issued to any public stockholder of Northfield-Federal. For each fractional share that otherwise would be issued, Northfield-Delaware will pay in cash an amount equal to the product obtained by multiplying the fractional share interest to which the holder otherwise would be entitled by the $10.00 per share offering price.

     Outstanding options to purchase shares of Northfield-Federal common stock also will convert into and become options to purchase shares of Northfield-Delaware common stock based upon the exchange ratio. The aggregate exercise price, duration and vesting schedule of these options will not be affected by the conversion. At March 31, 2010, there were 2,072,540 outstanding options to purchase shares of Northfield-Federal common stock, 402,060 of which have vested. Such outstanding options will be converted into options to purchase 2,216,167 shares of common stock at the minimum of the offering range and 2,998,344 shares of common stock at the maximum of the offering range. Because Office of Thrift Supervision regulations prohibit us from repurchasing our common stock during the first year following the conversion unless compelling business reasons exist for such repurchases, we may use authorized but unissued shares to fund option exercises that occur during the first year following the conversion. If all existing options were exercised for authorized, but unissued shares of common stock following the conversion, stockholders would experience dilution of approximately 4.76% at both the minimum and the maximum of the offering range.

How We Intend to Use the Proceeds From the Offering

     We intend to invest at least 50% of the net proceeds from the stock offering in Northfield Bank, loan funds to our employee stock ownership plan to fund its purchase of our shares of common stock in the stock offering and retain the remainder of the net proceeds from the offering. Therefore, assuming we sell 31,000,000 shares of common stock in the stock offering, and we have net proceeds of $299.2 million, we intend to invest $149.6 million in Northfield Bank, loan $12.4 million to our employee stock ownership plan to fund its purchase of our shares of common stock and retain the remaining $137.2 million of the net proceeds.

     We may use the funds we retain to acquire other financial institutions, for investments, to pay cash dividends, to repurchase shares of common stock and for other general corporate purposes. Northfield Bank may

use the proceeds it receives from us to acquire other financial institutions, to expand its branch network and to support increased lending (with an emphasis on multi-family and commercial real estate lending) and other products and services. Northfield Bank currently intends to open nine new branch offices by December 31, 2013, and has currently committed to establishing three new branch offices in Brooklyn, New York and one branch office in Staten Island, New York.

     Please see the section of this prospectus entitled “How We Intend to Use the Proceeds from the Offering” for more information on the proposed use of the proceeds from the offering.

Persons Who May Order Shares of Common Stock in the Offering

     We are offering the shares of common stock in a subscription offering in the following descending order of priority:

	(i)		First, to depositors with accounts at Northfield Bank with aggregate balances of at least $50 at the close of business on March 31, 2009.
	(ii)		Second, to our tax-qualified employee benefit plans (including Northfield Bank’s employee stock ownership plan and 401(k) plan), which will receive, without payment therefor, nontransferable subscription rights to purchase in the aggregate up to 10% of the shares of common stock sold in the offering. We expect our employee stock ownership plan to purchase 4% of the shares of common stock sold in the stock offering, although we reserve the right to have the employee stock ownership plan purchase more than 4% of the shares sold in the offering to the extent necessary to complete the offering at the minimum of the offering range.
	(iii)		Third, to depositors with accounts at Northfield Bank with aggregate balances of at least $50 at the close of business on June 30, 2010.
	(iv)		Fourth, to depositors of Northfield Bank at the close of business on July 30, 2010.

     Shares of common stock not purchased in the subscription offering will be offered for sale to the general public in a community offering, with a preference given first to natural persons (including trusts of natural persons) residing in the New Jersey Counties of Bergen, Essex, Hudson, Hunterdon, Middlesex, Monmouth, Morris, Ocean, Passaic, Somerset, Sussex and Union, the New York Counties of Bronx, Kings, Nassau, New York, Putnam, Queens, Richmond, Rockland, Suffolk and Westchester, and Pike County, Pennsylvania. To the extent shares of common stock remain available, we are also offering the shares to Northfield-Federal’s public stockholders as of July 30, 2010. The community offering is expected to begin concurrently with the subscription offering. We also may offer for sale shares of common stock not purchased in the subscription offering or the community offering through a syndicated community offering. Sandler O’Neill & Partners, L.P. will act as sole book-running manager and Keefe, Bruyette & Woods, Inc. will act as co-manager for the syndicated community offering, which is also being conducted on a best efforts basis. We have the right to accept or reject, in our sole discretion, orders received in the community offering or syndicated community offering. Any determination to accept or reject stock orders in the community offering and the syndicated community offering will be based on the facts and circumstances available to management at the time of the determination.

     If we receive orders for more shares than we are offering, we may not be able to fully or partially fill your order. Shares will be allocated first to categories in the subscription offering. A detailed description of the subscription offering, the community offering and the syndicated community offering, as well as a discussion regarding allocation procedures, can be found in the section of this prospectus entitled “The Conversion and Offering.”

Limits on How Much Common Stock You May Purchase

     The minimum number of shares of common stock that may be purchased is 25.

     Generally, no individual may purchase more than 300,000 shares ($3.0 million) of common stock. If any of the following persons purchases shares of common stock, their purchases, in all categories of the offering, when combined with your purchases, cannot exceed 300,000 shares ($3.0 million) of common stock:

•

your spouse or relatives of you or your spouse living in your house;

•

most companies, trusts or other entities in which you are a trustee, have a substantial beneficial interest or hold a senior position; or

•

other persons who may be your associates or persons acting in concert with you.

     Unless we determine otherwise, persons having the same address and persons exercising subscription rights through qualifying deposit accounts registered to the same address will be subject to the overall purchase limitation of 300,000 shares ($3.0 million).

     In addition to the above purchase limitations, there is an ownership limitation for current stockholders of Northfield-Federal other than our employee stock ownership plan. Shares of common stock that you purchase in the offering individually and together with persons described above, plus any shares you and they receive in exchange for existing shares of Northfield-Federal common stock, may not exceed 5% of the total shares of common stock to be issued and outstanding after the completion of the conversion. However, if you already own more than 5% of the total shares of common stock to be issued and outstanding after the completion of the conversion, you do not need to divest any of your shares.

     Subject to Office of Thrift Supervision approval, we may increase or decrease the purchase and ownership limitations at any time. See the detailed description of the purchase limitations in the section of this prospectus headed “The Conversion and Offering—Additional Limitations on Common Stock Purchases.”

How You May Purchase Shares of Common Stock in the Subscription Offering and the Community Offering

     In the subscription offering and community offering, you may pay for your shares only by:

	(i)		personal check, bank check or money order made payable directly to Northfield Bancorp, Inc.; or
	(ii)		authorizing us to withdraw available funds from the types of Northfield Bank deposit accounts designated on the stock order form.

     Northfield Bank is not permitted to lend funds to anyone for the purpose of purchasing shares of common stock in the offering. Additionally, you may not use a Northfield Bank line of credit check or any type of third party check to pay for shares of common stock. Please do not submit cash or wire transfers. You may not designate withdrawal from Northfield Bank’s accounts with check-writing privileges. You may not authorize direct withdrawal from a Northfield Bank retirement account. See “—Using Individual Retirement Accounts.”

     You can subscribe for shares of common stock in the offering by delivering a signed and completed original stock order form, together with full payment payable to Northfield Bancorp, Inc. or authorization to withdraw funds from one or more of your Northfield Bank deposit accounts, provided that the stock order form is received before 4:00 p.m., Eastern Time, on September 13, 2010, which is the end of the offering period. You may submit your stock order form and payment by mail using the stock order reply envelope provided, or by overnight delivery to our Stock Information Center at the address noted on the Stock Order Form. You may hand-deliver stock order forms to the Stock Information Center, which will be located at Northfield Bank’s Avenel office, 1410 St. Georges Avenue, Second floor, Avenel, New Jersey. Hand-delivered stock order forms will only be accepted at this location. We will not accept stock order forms at our other branch offices. Please do not mail stock order forms to Northfield Bank’s offices.

     Please see “The Conversion and Offering— Procedure for Purchasing Shares—Payment for Shares” for a complete description of how to purchase shares in the stock offering.

Using Individual Retirement Account Funds to Purchase Shares of Common Stock

     You may be able to subscribe for shares of common stock using funds in your individual retirement account, or IRA. If you wish to use some or all of the funds in your Northfield Bank individual retirement account, the applicable funds must be transferred to a self-directed account maintained by an independent trustee, such as a brokerage firm, and the purchase must be made through that account. If you do not have such an account, you will need to establish one before placing your stock order. An annual administrative fee may be payable to the independent trustee. Because individual circumstances differ and the processing of retirement fund orders takes additional time, we recommend that you contact our Stock Information Center promptly, preferably at least two weeks before the September 13, 2010 offering deadline, for assistance with purchases using your individual retirement account or other retirement account that you may have at Northfield Bank or elsewhere. Whether you may use such funds for the purchase of shares in the stock offering may depend on timing constraints and, possibly, limitations imposed by the institution where the funds are held.

     See “The Conversion and Offering—Procedure for Purchasing Shares—Payment for Shares” and “—Using Individual Retirement Account Funds” for a complete description of how to use IRA funds to purchase shares in the stock offering.

Purchases by Officers and Directors

     We expect our directors and executive officers, together with their associates, to subscribe for 89,000 shares of common stock in the offering, representing 0.34% of shares to be sold at the minimum of the offering range. The purchase price paid by them will be the same $10.00 per share price paid by all other persons who purchase shares of common stock in the offering. Following the conversion, our directors and executive officers, together with their associates, are expected to beneficially own 1,603,032 shares of common stock, or 3.4% of our total outstanding shares of common stock at the minimum of the offering range, which includes shares they currently own that will be exchanged for new shares of Northfield-Delaware.

     See “Subscriptions by Directors and Executive Officers” for more information on the proposed purchases of our shares of common stock by our directors and executive officers.

Deadline for Orders of Shares of Common Stock in the Subscription and Community Offering

     The deadline for purchasing shares of common stock in the subscription and community offering is 4:00 p.m., Eastern Time, on September 13, 2010, unless we extend this deadline. If you wish to purchase shares of common stock, a properly completed and signed original stock order form, together with full payment, must be received (not postmarked) by this time.

     Although we will make reasonable attempts to provide this prospectus and offering materials to holders of subscription rights, the subscription offering and all subscription rights will expire at 4:00 p.m., Eastern Time, on September 13, 2010, whether or not we have been able to locate each person entitled to subscription rights.

     See “The Conversion and Offering— Procedure for Purchasing Shares—Expiration Date” for a complete description of the deadline for purchasing shares in the stock offering.

You May Not Sell or Transfer Your Subscription Rights

     Office of Thrift Supervision regulations prohibit you from transferring your subscription rights. If you order shares of common stock in the subscription offering, you will be required to state that you are purchasing the common stock for yourself and that you have no agreement or understanding to sell or transfer your subscription rights. We intend to take legal action, including reporting persons to federal agencies, against anyone who we

believe has sold or transferred his or her subscription rights. We will not accept your order if we have reason to believe that you have sold or transferred your subscription rights. On the order form, you may not add the names of others for joint stock registration who do not have subscription rights or who qualify only in a lower subscription offering priority than you do. You may add only those who were eligible to purchase shares of common stock in the subscription offering at your date of eligibility. In addition, the stock order form requires that you list all deposit accounts, giving all names on each account and the account number at the applicable eligibility date. Failure to provide this information, or providing incomplete or incorrect information, may result in a loss of part or all of your share allocation if there is an oversubscription.

Delivery of Stock Certificates

     Certificates representing shares of common stock sold in the subscription offering and community offering will be mailed to the certificate registration address noted by purchasers on the stock order form. Stock certificates will be sent to purchasers by first-class mail as soon as practicable after the completion of the conversion and stock offering. We expect trading in the stock to begin on the business day of or on the business day following the completion of the conversion and stock offering. The conversion and stock offering are expected to be completed as soon as practicable following satisfaction of the conditions described below in “—Conditions to Completion of the Conversion and the Offering.” It is possible that until certificates for the common stock are delivered to purchasers, purchasers might not be able to sell the shares of common stock that they ordered, even though the common stock will have begun trading. Your ability to sell the shares of common stock before receiving your stock certificate will depend on arrangements you may make with a brokerage firm. If you are currently a stockholder of Northfield-Federal, see “The Conversion and Offering—Exchange of Existing Stockholders’ Stock Certificates.”

Conditions to Completion of the Conversion

     We cannot complete the conversion and offering unless:

	•		The plan of conversion and reorganization is approved by at least a majority of votes eligible to be cast by members of Northfield Bancorp, MHC (depositors of Northfield Bank) as of July 30, 2010;
	•		The plan of conversion and reorganization is approved by at least two-thirds of the outstanding shares of common stock of Northfield-Federal as of July 30, 2010, including shares held by Northfield Bancorp, MHC;
	•		The plan of conversion and reorganization is approved by at least a majority of the outstanding shares of common stock of Northfield-Federal as of July 30, 2010, excluding those shares held by Northfield Bancorp, MHC;
	•		We sell at least the minimum number of shares of common stock offered; and
	•		We receive the final approval of the Office of Thrift Supervision to complete the conversion and offering.

     Northfield Bancorp, MHC intends to vote its shares in favor of the plan of conversion and reorganization. At July 30, 2010, Northfield Bancorp, MHC owned 56.6% of the outstanding shares of common stock of Northfield-Federal. The directors and executive officers of Northfield-Federal and their affiliates owned 1,118,296 shares of Northfield-Federal (excluding exercisable options), or 2.6% of the outstanding shares of common stock and 5.9% of the outstanding shares of common stock excluding shares owned by Northfield Bancorp, MHC. They intend to vote those shares in favor of the plan of conversion and reorganization.

Steps We May Take if We Do Not Receive Orders for the Minimum Number of Shares

     If we do not receive orders for at least 26,350,000 shares of common stock, we may take several steps in order to issue the minimum number of shares of common stock in the offering range. Specifically, we may:

	(i)		increase the purchase and ownership limitations; and/or
	(ii)		seek regulatory approval to extend the offering beyond October 28, 2010, so long as we resolicit subscriptions that we have previously received in the offering; and/or
	(iii)		increase the shares purchased by the employee stock ownership plan.

     If one or more purchase limitations are increased, subscribers in the subscription offering who ordered the maximum amount will be, and, in our sole discretion, some other large purchasers may be, given the opportunity to increase their subscriptions up to the then-applicable limit.

Possible Change in the Offering Range

     RP Financial, LC. will update its appraisal before we complete the offering. If, as a result of demand for the shares or changes in market conditions, RP Financial, LC. determines that our pro forma market value has increased, we may sell up to 40,997,500 shares in the offering without further notice to you. If our pro forma market value at that time is either below $465.6 million or above $724.4 million, then, after consulting with the Office of Thrift Supervision, we may:

	•		terminate the stock offering and promptly return all funds (with interest paid on funds received in the subscription and community offerings);
	•		set a new offering range; or
	•		take such other actions as may be permitted by the Office of Thrift Supervision and the Securities and Exchange Commission.

     If we set a new offering range, we will promptly return funds, with interest at 0.25% for funds received for purchases in the subscription and community offerings, and cancel any authorization to withdraw funds from deposit accounts for the purchase of shares of common stock. We will resolicit subscribers, allowing them to place a new stock order for a period of time.

Possible Termination of the Offering

     We may terminate the offering at any time prior to the special meeting of members of Northfield Bancorp, MHC that is being called to vote on the conversion, and at any time after member approval with the approval of the Office of Thrift Supervision. If we terminate the offering, we will promptly return your funds with interest at 0.25% and we will cancel deposit account withdrawal authorizations.

Benefits to Management and Potential Dilution to Stockholders Resulting from the Conversion

     We expect our employee stock ownership plan, which is a tax-qualified retirement plan for the benefit of all of our employees, to purchase up to 4% of the shares of common stock we sell in the offering. These shares, when combined with shares owned by our existing employee stock ownership plan, will be less than 8% of the shares outstanding following the conversion. If we receive orders for more shares of common stock than the maximum of the offering range, the employee stock ownership plan will have first priority to purchase shares over this maximum, up to a total of 4% of the shares of common stock sold in the offering. This would reduce the number of shares available for allocation to eligible account holders. For further information, see “Management—Executive Compensation—Employee Stock Ownership Plan and Trust.”

     Office of Thrift Supervision regulations permit us to implement one or more new stock-based benefit plans no earlier than six months after completion of the conversion. Our current intention is to implement one or more new stock-based incentive plans, but we have not determined whether we would adopt the plans within 12 months following the completion of the conversion or more than 12 months following the completion of the conversion. Stockholder approval of these plans would be required. If we implement stock-based benefit plans within 12 months following the completion of the conversion, the stock-based benefit plans would reserve a number of shares up to 4% of the shares of common stock sold in the offering (reduced by amounts purchased in the stock offering by our 401(k) plan using its purchase priority in the stock offering) for awards of restricted stock to key employees and directors, at no cost to the recipients. If we implement stock-based benefit plans within 12 months following the completion of the conversion, the stock-based benefit plans would also reserve a number of shares up to 10% of the shares of common stock sold in the offering for issuance pursuant to the exercise of stock options by key employees and directors. The total number of shares available under the stock-based benefit plans is subject to adjustment as may be required by Office of Thrift Supervision regulations or policy to reflect shares of common stock or stock options previously granted by Northfield-Federal or Northfield Bank. For stock-based benefit plans adopted within 12 months following the completion of the conversion, current Office of Thrift Supervision policy would require that the total number of shares of restricted stock and the total number of shares available for the exercise of stock options not exceed 4% and 10%, respectively, of our total outstanding shares following the conversion. If the stock-based benefit plan is adopted more than 12 months after the completion of the conversion, shares of our common stock available for restricted stock or the exercise of stock options under the plan may exceed the percentage limitations set forth above. We have not yet determined the number of shares that would be reserved for issuance under these plans. For a description of our current stock-based benefit plan, see “Management—Compensation Discussion and Analysis—Equity Awards.”

     The following table summarizes the number of shares of common stock and the aggregate dollar value of grants that are available under one or more stock-based benefit plans if such plans reserve a number of shares of common stock equal to not more than 4% and 10% of the shares sold in the stock offering for restricted stock awards and stock options, respectively. The table shows the dilution to stockholders if all such shares are issued from authorized but unissued shares, instead of shares purchased in the open market. A portion of the stock grants shown in the table below may be made to non-management employees or consultants. The table also sets forth the number of shares of common stock to be acquired by the employee stock ownership plan for allocation to all qualifying employees.

		Number of Shares to be Granted or Purchased												Dilution				Value of Grants (In
										As a				Resulting				Thousands (1)
						At				Percentage				From								At
		At				Adjusted				of Common				Issuance of				At				Adjusted
		Minimum of				Maximum				Stock to be				Shares for				Minimum				Maximum
		Offering				of Offering				Sold in the				Stock-Based				of Offering				of Offering
		Range				Range				Offering				Benefit Plans				Range				Range
Employee stock ownership plan			1,054,000				1,639,900				4.00	%			N/A	(2)		$	10,540			$	16,399
Restricted stock awards			1,054,000				1,639,900				4.0				2.21	%			10,540				16,399
Stock options			2,635,000				4,099,750				10.0				5.36	%			9,829				15,292
Total			4,743,000				7,379,550				18.0	%			7.34	%		$	30,909			$	48,090

     We may fund our stock-based benefit plans through open market purchases, as opposed to new issuances of stock; however, if any options previously granted under our existing 2008 Equity Incentive Plan are exercised during the first year following completion of the offering, they will be funded with newly issued shares as Office of Thrift Supervision regulations do not permit us to repurchase our shares during the first year following the completion of the offering except to fund the grants of restricted stock under our stock-based benefit plan or under

extraordinary circumstances. We have been advised by the staff of the Office of Thrift Supervision that the exercise of outstanding options and cancellation of treasury shares in the conversion will not constitute an extraordinary circumstance for purposes of this test.

     The following table presents information as of March 31, 2010 regarding our employee stock ownership plan, our 2008 Equity Incentive Plan and our proposed stock-based benefit plan. The table below assumes that 62,991,810 shares are outstanding after the offering, which includes the sale of 35,650,000 shares in the offering at the maximum of the offering range and the issuance of shares in exchange for shares of Northfield-Federal using an exchange ratio of 1.4467. It also assumes that the value of the stock is $10.00 per share.

												Percentage of
												Shares Outstanding
				Shares at Maximum				Estimated Value of				After the
Existing and New Stock Benefit Plans		Participants		of Offering Range				Shares				Conversion
Employee Stock Ownership Plan:		Employees
Shares purchased in 2007 offering (1)					2,540,809	(2)		$	25,408,088				4.03	%
Shares to be purchased in this offering					1,426,000				14,260,000				2.26
Total employee stock ownership plan shares					3,966,809			$	39,668,088				6.30	%
Restricted Stock Awards:		Directors, Officers and Employees
2008 Equity Incentive Plan (1)					1,270,404	(3)		$	12,704,037	(4)			2.02	%
New shares of restricted stock					1,426,000				14,260,000	(4)			2.26
Total shares of restricted stock					2,696,404			$	26,964,037				4.28	%(5)
Stock Options:		Directors, Officers and Employees
2008 Equity Incentive Plan (1)					3,176,011	(6)		$	11,846,521				5.04	%
New stock options					3,565,000				13,297,450	(7)			5.66
Total stock options					6,741,011			$	25,143,971				10.70	%
Total of stock benefit plans					13,404,224			$	91,766,101				21.28	%

Market for Common Stock

     Existing publicly held shares of Northfield-Federal’s common stock are quoted on the Nasdaq Global Select Market under the symbol “NFBK.” Upon completion of the conversion, the shares of common stock of Northfield-Delaware will replace the existing shares. For a period of 20 trading days after the completion of the conversion and offering, we expect our shares of common stock will trade on the Nasdaq Global Select Market under the symbol “NFBKD,” and, thereafter, our trading symbol will revert to “NFBK.” In order to list our stock on the Nasdaq Global Select Market, we are required to have at least three broker-dealers who will make a market in

our common stock. As of March 31, 2010, Northfield-Federal had 22 registered market makers in its common stock, including Sandler O’Neill & Partners, L.P. Sandler O’Neill & Partners, L.P. has advised us that it intends to make a market in our common stock following the offering, but it is under no obligation to do so.

Our Dividend Policy

     Northfield-Federal currently pays a quarterly cash dividend of $0.05 per share, which equals $0.20 per share on an annualized basis. After the conversion, we intend to continue to pay cash dividends on a quarterly basis. We expect the quarterly dividends per share to be between $0.03 and $0.04 per share, depending on how many shares of common stock are sold in the offering. This would approximately preserve the dividend amount that Northfield-Federal stockholders currently receive, as adjusted to reflect the exchange ratio. The dividend rate and the continued payment of dividends will depend on a number of factors, including our capital requirements, our financial condition and results of operations, tax considerations, statutory and regulatory limitations, and general economic conditions. No assurance can be given that we will continue to pay dividends or that they will not be reduced or eliminated in the future.

     For information regarding our historical dividend payments, see “Selected Consolidated Financial and Other Data” and “Market for the Common Stock.” For information regarding our current and proposed dividend policy, see “Our Dividend Policy.”

Tax Consequences

     Northfield Bancorp, MHC, Northfield-Federal, Northfield Bank and Northfield-Delaware have received an opinion of counsel, Luse Gorman Pomerenk & Schick, P.C., regarding the material federal income tax consequences of the conversion, and have received opinions of Crowe Horwath LLP regarding the material New York and New Jersey state tax consequences of the conversion. As a general matter, the conversion will not be a taxable transaction for purposes of federal or state income taxes to Northfield Bancorp, MHC, Northfield-Federal (except for cash paid for fractional shares), Northfield Bank, Northfield-Delaware, persons eligible to subscribe in the subscription offering, or existing stockholders of Northfield-Federal. Existing stockholders of Northfield-Federal who receive cash in lieu of fractional share interests in shares of Northfield-Delaware will recognize a gain or loss equal to the difference between the cash received and the tax basis of the fractional share.

How You Can Obtain Additional Information—Stock Information Center

     Our banking personnel may not, by law, assist with investment-related questions about the offering. If you have any questions regarding the conversion or offering, please call our Stock Information Center. The toll-free telephone number is (877) 651-9234. The Stock Information Center is open Monday through Friday between 10:00 a.m. and 4:00 p.m., Eastern Time. The Stock Information Center will be closed on weekends and bank holidays.

RISK FACTORS

     You should consider carefully the following risk factors in evaluating an investment in the shares of common stock.

Risks Related to Our Business

We have been negatively affected by current market and economic conditions. A continuation or worsening of these conditions could adversely affect our operations, financial condition and earnings.

     The severe economic recession of 2008 and 2009 and the weak economic recovery since then have resulted in continued uncertainty in the financial markets and the expectation of weak general economic conditions, including high levels of unemployment, continuing through 2010. The resulting economic pressure on consumers and businesses has adversely affected our business, financial condition, and results of operations. The credit quality of loan and investment securities portfolios has deteriorated at many financial institutions and the values of real estate collateral supporting many commercial loans and home mortgages have declined and may continue to decline. Our commercial and multi-family real estate loan customers have experienced increases in vacancy rates and declines in rental rates for both multi-family and commercial properties. Financial companies’ stock prices have been negatively affected, as has the ability of banks and bank holding companies to raise capital or borrow in the debt markets. A continuation or worsening of these conditions could result in reduced loan demand and further increases in loan delinquencies, loan losses, loan loss provisions, costs associated with monitoring delinquent loans and disposing of foreclosed property, and otherwise negatively affect our operations, financial condition and earnings.

Our concentration in multifamily loans, commercial real estate loans, and construction and land lending could expose us to increased lending risks and related loan losses.

     Our current business strategy is to continue to emphasize multifamily loans and to a lesser extent commercial real estate loans. At March 31, 2010, $559.3 million, or 75.9% of our total loan portfolio, consisted of multifamily, commercial real estate, and construction and land loans. In addition, at March 31, 2010, our largest industry concentration of commercial real estate loans was hotels and motels, which totaled $29.4 million, or 8.8% of commercial real estate loans at that date.

     These types of loans generally expose a lender to greater risk of non-payment and loss than one- to four-family residential mortgage loans because repayment of the loans often depends on the successful operations and the income stream of the borrowers. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to one- to four-family residential mortgage loans. Also, many of our borrowers have more than one of these types of loans outstanding. Consequently, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one- to four-family residential real estate loan.

     In addition, if loans that are collateralized by real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition. Also, the collateral underlying commercial business loans may fluctuate in value. Some of our commercial business loans are collateralized by equipment, inventory, accounts receivable or other business assets, and the liquidation of collateral in the event of default is often an insufficient source of repayment because accounts receivable may be uncollectible and inventories may be obsolete or of limited use.

     Construction and land lending involves additional risks because of the inherent difficulty in estimating a property’s value both before and at completion of the project. Construction costs may exceed original estimates as a result of increased materials, labor or other costs. In addition, because of current uncertainties in the residential and commercial real estate markets, property values have become more difficult to determine than they have been

historically. The repayment of construction and land acquisition and development loans often depends on the ability of the borrower to sell or lease the property. These loans also require ongoing monitoring.

A significant portion of our loan portfolio is unseasoned.

     Our loan portfolio has grown to $736.6 million at March 31, 2010, from $387.8 million at December 31, 2005. It is difficult to assess the future performance of these recently originated loans because of our relatively limited history in commercial real estate, multifamily, and construction lending. In addition, we purchased $35.4 million of insurance premium finance loans during the quarter ended December 31, 2009, and grew this portfolio to $40.0 million at March 31, 2010. These loans may have delinquency or charge-off levels above our historical experience, which could adversely affect our future performance.

If our allowance for loan losses is not sufficient to cover actual loan losses, our earnings could decrease.

     We make various assumptions and judgments about the collectability of our loan portfolio, including the creditworthiness of our borrowers and the value of the real estate and other assets serving as collateral for the repayment of many of our loans. In determining the amount of the allowance for loan losses, we review our loans and our loss and delinquency experience, as well as the experience of other similarly situated institutions, and we evaluate other factors including, among other things, current economic conditions. If our assumptions are incorrect, our allowance for loan losses may not be sufficient to cover losses inherent in our loan portfolio, which would require additions to our allowance. Material additions to our allowance would materially decrease our net income.

     In addition, bank regulators periodically review our allowance for loan losses and, based on information available to them at the time of their review, may require us to increase our allowance for loan losses or recognize further loan charge-offs. An increase in our allowance for loan losses or loan charge-offs as required by these regulatory authorities may have a material adverse effect on our financial condition and results of operations.

Declines in real estate values could decrease our loan originations and increase delinquencies and defaults.

     Declines in real estate values in our market area could adversely affect our results of operations. Like all financial institutions, we are subject to the effects of any economic downturn. In particular, a significant decline in real estate values would likely lead to a decrease in new multifamily, commercial real estate, and home equity lending and increased delinquencies and defaults in our real estate loan portfolio. Declines in the average sale prices of real estate in our primary market area could lead to higher loan losses.

Government responses to economic conditions may adversely affect our operations, financial condition and earnings.

     Newly enacted financial reform legislation will change the bank regulatory framework, create an independent consumer protection bureau that will assume the consumer protection responsibilities of the various federal banking agencies, and establish more stringent capital standards for banks and bank holding companies. The legislation will also result in new regulations affecting the lending, funding, trading and investment activities of banks and bank holding companies. Bank regulatory agencies also have been responding aggressively to concerns and adverse trends identified in examinations. Ongoing uncertainty and adverse developments in the financial services industry and the domestic and international credit markets, and the effect of new legislation and regulatory actions in response to these conditions, may adversely affect our operations by restricting our business activities, including our ability to originate or sell loans, modify loan terms, or foreclose on property securing loans. These measures are likely to increase our costs of doing business and may have a significant adverse effect on our lending activities, financial performance and operating flexibility. In addition, these risks could affect the performance and value of our loan and investment securities portfolios, which also would negatively affect our financial performance.

     Furthermore, the Board of Governors of the Federal Reserve System, in an attempt to help the overall economy, has, among other things, kept interest rates low through its targeted federal funds rate and the purchase of

mortgage-backed securities. If the Federal Reserve increases the federal funds rate, overall interest rates will likely rise, which may negatively impact the housing markets and the U.S. economic recovery. In addition, deflationary pressures, while possibly lowering our operating costs, could have a significant negative effect on our borrowers, especially our business borrowers, and the values of underlying collateral securing loans, which could negatively affect our financial performance.

Financial reform legislation recently enacted by Congress will, among other things, eliminate the Office of Thrift Supervision, tighten capital standards, create a new Consumer Financial Protection Bureau and result in new laws and regulations that are expected to increase our costs of operations.

     The President recently signed into law the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) which will significantly change the current bank regulatory structure and affect the lending, investment, trading and operating activities of financial institutions and their holding companies. The Dodd-Frank Act will eliminate our current primary federal regulator, the Office of Thrift Supervision, and require Northfield Bank to be regulated by the Office of the Comptroller of the Currency (the primary federal regulator for national banks). The Dodd-Frank Act also authorizes the Board of Governors of the Federal Reserve System to supervise and regulate all savings and loan holding companies like Northfield-Delaware, in addition to bank holding companies which it currently regulates. As a result, the Federal Reserve Board’s current regulations applicable to bank holding companies, including holding company capital requirements, will apply to savings and loan holding companies like Northfield-Delaware. These capital requirements are substantially similar to the capital requirements currently applicable to Northfield Bank, as described in “Supervision and Regulation—Federal Banking Regulation—Capital Requirements.” The Dodd-Frank Act also requires the Federal Reserve Board to set minimum capital levels for bank holding companies that are as stringent as those required for the insured depository subsidiaries, and the components of Tier 1 capital would be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. Bank holding companies with assets of less than $500 million are exempt from these capital requirements. Under the Dodd-Frank Act, the proceeds of trust preferred securities are excluded from Tier 1 capital unless such securities were issued prior to May 19, 2010 by bank or savings and loan holding companies with less than $15 billion of assets. The legislation also establishes a floor for capital of insured depository institutions that cannot be lower than the standards in effect today, and directs the federal banking regulators to implement new leverage and capital requirements within 18 months that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives.

     The Dodd-Frank Act also creates a new Consumer Financial Protection Bureau with broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions such as Northfield Bank, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets will be examined by their applicable bank regulators. The new legislation also weakens the federal preemption available for national banks and federal savings associations, and gives state attorneys general the ability to enforce applicable federal consumer protection laws.

     The legislation also broadens the base for Federal Deposit Insurance Corporation insurance assessments. Assessments will now be based on the average consolidated total assets less tangible equity capital of a financial institution. The Dodd-Frank Act also permanently increases the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor, retroactive to January 1, 2009, and non-interest bearing transaction accounts have unlimited deposit insurance through December 31, 2013. Lastly, the Dodd-Frank Act will increase stockholder influence over boards of directors by requiring companies to give stockholders a non-binding vote on executive compensation and so-called “golden parachute” payments, and by authorizing the Securities and Exchange Commission to promulgate rules that would allow stockholders to nominate their own candidates using a company’s proxy materials. The legislation also directs the Federal Reserve Board to promulgate rules prohibiting excessive compensation paid to bank holding company executives, regardless of whether the company is publicly traded or not.

     It is difficult to predict at this time what effect the new legislation and implementing regulations will have on community banks, including the lending and credit practices of such banks. Moreover, many of the provisions of the Dodd-Frank Act will not take effect for at least a year, and the legislation requires various federal agencies to promulgate numerous and extensive implementing regulations over the next several years. Although the substance and scope of these regulations cannot be determined at this time, it is expected that the legislation and implementing regulations, particularly those relating to the new Consumer Financial Protection Bureau, will increase our operating and compliance costs.

We are subject to extensive regulatory oversight.

     We and our subsidiaries are subject to extensive regulation and supervision. Regulators have intensified their focus on bank lending criteria and controls, and on the USA PATRIOT Act’s anti-money laundering and Bank Secrecy Act compliance requirements. There also is increased scrutiny of our compliance practices generally and particularly with the rules enforced by the Office of Foreign Assets Control. Our failure to comply with these and other regulatory requirements could lead to, among other remedies, administrative enforcement actions and legal proceedings. In addition, the Dodd-Frank Act and implementing regulations are likely to have a significant effect on the financial services industry, which are likely to increase operating costs and reduce profitability. Regulatory or legislative changes could make regulatory compliance more difficult or expensive for us, and could cause us to change or limit some of our products and services, or the way we operate our business.

Legislative or regulatory responses to perceived financial and market problems could impair our rights against borrowers.

     Current and future proposals made by members of Congress would reduce the amount distressed borrowers are otherwise contractually obligated to pay under their mortgage loans, and may limit the ability of lenders to foreclose on mortgage collateral. If proposals such as these, or other proposals limiting Northfield Bank’s rights as a creditor, were to be implemented, we could experience increased credit losses on our loans and mortgage-backed securities, or increased expense in pursuing our remedies as a creditor.

Recent health care legislation could increase our expenses or require us to pass further costs on to our employees, which could adversely affect our operations, financial condition and earnings.

     Legislation enacted in 2010 requires companies to provide expanded health care coverage to their employees, such as affordable coverage to part-time employees and coverage to dependent adult children of employees. Companies will also be required to enroll new employees automatically into one of their health plans. Compliance with these and other new requirements of the health care legislation will increase our employee benefits expense, and may require us to pass these costs on to our employees, which could give us a competitive disadvantage in hiring and retaining qualified employees.

Changes in market interest rates could adversely affect our financial condition and results of operations.

     Our financial condition and results of operations are significantly affected by changes in market interest rates. Our results of operations substantially depend on our net interest income, which is the difference between the interest income we earn on our interest-earning assets and the interest expense we pay on our interest-bearing liabilities. Our interest-bearing liabilities generally reprice or mature more quickly than our interest-earning assets. If rates increase rapidly, we may have to increase the rates we are willing to pay on our deposits and borrowed funds more quickly than any changes in interest rates on our loans and investments, resulting in a negative effect on interest spreads and net interest income. In addition, the effect of rising rates could be compounded if deposit customers move funds from savings accounts to higher rate certificate of deposit accounts. Conversely, should market interest rates fall below current levels, our net interest margin could also be negatively affected if competitive pressures keep us from further reducing rates on our deposits, while the yields on our assets decrease more rapidly through loan prepayments and interest rate adjustments.

     We also are subject to reinvestment risk associated with changes in interest rates. Changes in interest rates may affect the average life of loans and mortgage-related securities. Decreases in interest rates often result in increased prepayments of loans and mortgage-related securities, as borrowers refinance their loans to reduce borrowings costs. Under these circumstances, we are subject to reinvestment risk to the extent we are unable to reinvest the cash received from such prepayments in loans or other investments that have interest rates that are comparable to the interest rates on existing loans and securities. Additionally, increases in interest rates may decrease loan demand and/or may make it more difficult for borrowers to repay adjustable rate loans.

     Changes in interest rates also affect the value of our interest earning assets and in particular our securities portfolio. Generally, the value of securities fluctuates inversely with changes in interest rates. At March 31, 2010, the fair value of our securities portfolio (excluding Federal Home Loan Bank of New York stock) totaled $1.2 billion.

     At March 31, 2010, our simulation model indicated that our net portfolio value (the net present value of our interest-earning assets and interest-bearing liabilities) would decrease by 9.6% if there was an instantaneous parallel 200 basis point increase in market interest rates. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Management of Market Risk.”

Strong competition within our market areas may limit our growth and profitability.

     Competition in the banking and financial services industry is intense. In our market areas, we compete with commercial banks, savings institutions, mortgage brokerage firms, credit unions, finance companies, mutual funds, money market funds, insurance companies, and brokerage and investment banking firms operating locally and elsewhere. Some of our competitors have greater name recognition and market presence than we do and offer certain services that we do not or cannot provide. This can give them an advantage in attracting business. In addition, larger competitors may be able to price loans and deposits more aggressively than we do.

     In addition, the recent crisis in the financial services industry has resulted in a number of financial services companies, such as investment banks and automobile and real estate finance companies, electing to become bank holding companies. These financial services companies traditionally have generated funds from sources other than insured bank deposits. Many of the alternative funding sources traditionally utilized by these companies are no longer available. This has resulted in these companies relying more on insured bank deposits to fund their operations, which has increased competition for deposits and may increase the related costs of such deposits.

     Our profitability depends on our continued ability to compete successfully in our market areas. For additional information see “Business of Northfield-Federal and Northfield Bank—Market Area and Competition.”

The requirement to account for certain assets at estimated fair value, and a proposal to account for additional financial assets and liabilities at estimated fair value, may adversely affect our results of operations.

     We report certain assets, including securities, at fair value, and a recent proposal would require us to report most of our financial assets and liabilities at fair value. Generally, for securities that are reported at fair value, we use quoted market prices or valuation models that utilize observable market inputs to estimate fair value. Because we carry these assets on our books at their estimated fair value, we may record losses even if the asset in question presents minimal credit risk. Under current accounting requirements, elevated delinquencies, defaults, and estimated losses from the disposition of collateral in our private-label mortgage-backed securities portfolio may require us to recognize additional other-than-temporary impairments in future periods with respect to our securities portfolio. The amount and timing of any impairment recognized will depend on the severity and duration of the decline in the estimated fair value of the asset and our estimate of the anticipated recovery period. Under proposed accounting requirements, we may be required to record reductions in the fair value of nearly all of our financial assets and liabilities (including loans) either through a charge to net income or through a reduction to accumulated other comprehensive income. Accordingly, we could be required to record losses on assets such as loans where we have no intention to sell the loan and expect the loan to be repaid in full. This could result in a decrease in net income, or a decrease in our stockholders’ equity, or both.

We could record future losses on our securities portfolio.

     During the year ended December 31, 2009, we recognized total other-than-temporary impairment on our securities portfolio of $1.4 million, of which $176,000 was considered to be credit-related and, therefore, in accordance with applicable accounting standards, recorded as a loss through a reduction of non-interest income. A number of factors or combinations of factors could require us to conclude in one or more future reporting periods that an unrealized loss that exists with respect to our securities portfolio constitutes additional impairment that is other than temporary, which could result in material losses to us. These factors include, but are not limited to, a continued failure by an issuer to make scheduled interest payments, an increase in the severity of the unrealized loss on a particular security, an increase in the continuous duration of the unrealized loss without an improvement in value or changes in market conditions and/or industry or issuer specific factors that would render us unable to forecast a full recovery in value. In addition, the fair values of securities could decline if the overall economy and the financial condition of some of the issuers continues to deteriorate and there remains limited liquidity for these securities.

If our investment in the common stock of the Federal Home Loan Bank of New York is classified as other-than-temporarily impaired or as permanently impaired, earnings and stockholders’ equity could decrease.

     We own stock of the Federal Home Loan Bank of New York, which is part of the Federal Home Loan Bank system. The Federal Home Loan Bank of New York common stock is held to qualify for membership in the Federal Home Loan Bank of New York and to be eligible to borrow funds under the Federal Home Loan Bank of New York’s advance programs. The aggregate cost of our Federal Home Loan Bank of New York common stock as of March 31, 2010, was $5.0 million based on its par value. There is no market for Federal Home Loan Bank of New York common stock.

     Although the Federal Home Loan Bank of New York is not reporting current operating difficulties, recent published reports indicate that certain member banks of the Federal Home Loan Bank System may be subject to accounting rules and asset quality risks that could result in materially lower regulatory capital levels. In an extreme situation, it is possible that the capital of the Federal Home Loan Bank System, including the Federal Home Loan Bank of New York, could be substantially diminished. Consequently, there is a risk that our investment in Federal Home Loan Bank of New York common stock could be deemed other-than-temporarily impaired at some time in the future, and if this occurs, it would cause earnings and stockholders’ equity to decrease by the impairment charge.

We hold intangible assets that could be classified as impaired in the future. If these assets are considered to be either partially or fully impaired in the future, our earnings and the book values of these assets would decrease.

     We are required to test our goodwill and core deposit intangible assets for impairment on a periodic basis. The impairment testing process considers a variety of factors, including the current market price of our common shares. It is possible that future impairment testing could result in a partial or full impairment of the value of our goodwill or core deposit intangible assets, or both. If an impairment determination is made in a future reporting period, our earnings and the book value of these intangible assets will be reduced by the amount of the impairment. If an impairment loss is recorded, it will have little or no effect on the tangible book value of our shares of common stock or our regulatory capital levels.

Northfield Bank is required to maintain a significant percentage of its total assets in residential mortgage loans and investments secured by residential mortgage loans, which restricts our ability to diversify our loan portfolio.

     A federal savings bank or thrift differs from a commercial bank in that it is required to maintain at least 65% of its total assets in “qualified thrift investments,” which generally include loans and investments, for the purchase, refinance, construction, improvement, or repair of residential real estate, as well as home equity loans, education loans and small business loans. To maintain our federal savings bank charter we have to be a “qualified thrift lender” or “QTL” in nine out of each 12 immediately preceding months. Because of the QTL requirement, we

are limited in our ability to change our asset mix and increase the yield on our earning assets by growing our commercial loan portfolio. However, a loan that does not exceed $2 million (including a group of loans to one borrower) that is for commercial, corporate, business, or agricultural purposes is included in our qualified thrift investments.

     In addition, if we continue to grow our commercial loan portfolio and our single-family residential mortgage loan portfolio decreases, it is possible that in order to maintain our QTL status, we could be forced to buy mortgage-backed securities or other qualifying assets at times when the terms of such investments may not be attractive. Alternatively, we may find it necessary to pursue different structures, including converting Northfield Bank’s savings bank charter to a commercial bank charter.

Any future Federal Deposit Insurance Corporation insurance premiums or special assessments will adversely affect our earnings.

     As part of its plan to restore the Federal Deposit Insurance Corporation’s insurance reserve ratio to 1.15% of estimated insured deposits, the Federal Deposit Insurance Corporation imposed a special assessment equal to five basis points of assets less Tier 1 capital as of June 30, 2009, which was payable on September 30, 2009. In addition, the Federal Deposit Insurance Corporation increased its quarterly deposit insurance assessment rates and amended the method by which rates are calculated. The Dodd-Frank Act also requires the reserve ratio of the Deposit Insurance Fund to increase from 1.15% to 1.35% of insured deposits by September 30, 2020, although banks with assets of less than $10 billion are exempt from any additional assessments to achieve the higher reserve ratio.

     On November 12, 2009, the Federal Deposit Insurance Corporation also approved a final rule requiring insured depository institutions to prepay on December 30, 2009, their estimated quarterly risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011, and 2012. Estimated assessments for the fourth quarter of 2009 and for all 2010 are based upon the assessment rate in effect on September 30, 2009, with three basis points added for the 2011 and 2012 assessment rates. In addition, a 5% annual growth rate in the assessment base is assumed. Prepaid assessments are to be applied against the actual quarterly assessments until exhausted, and may not be applied to any special assessments that may occur in the future. Any unused prepayments will be returned to the institution on June 30, 2013. On December 30, 2009, we prepaid $5.7 million in estimated assessment fees for the fourth quarter of 2009 through 2012. Actions the Federal Deposit Insurance Corporation takes in the future could result in significantly higher deposit insurance premiums, special assessments, or prepaid assessments, which could have a significant affect on our earnings.

We may face risks with respect to future expansion.

     We intend to increase the size of our operations through de novo branching, and may continue to seek whole bank or branch acquisitions in the future. Growth strategies involve a number of risks, including:

	•		the potential inability to generate deposits or originate loans in amounts that offset the costs of establishing new branch offices;
	•		the time and costs associated with identifying and evaluating potential acquisitions and merger partners;
	•		time and costs associated with the integration and operation of acquired institutions, and the inability to successfully integrate the operations of an acquired institution, or to achieve financial results comparable to or better than our historical experience;
	•		the incurrence and possible impairment of goodwill associated with an acquisition and possible adverse short-term effects on results of operations; and
	•		the risk of loss of key employees and customers.

Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings.

     Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities, deposits, and loans. Although we have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches, such events may still occur, or may not be adequately addressed if they do occur. In addition, any compromise of our systems could deter customers from using our products and services. Although we rely on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security.

     In addition, we outsource a majority of our data processing to certain third-party providers. If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.

     The occurrence of any system failures, interruption, or breach of security could damage our reputation and result in a loss of customers and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations.

Risks Related to the Offering

The future price of the shares of common stock may be less than the $10.00 purchase price per share in the offering.

     If you purchase shares of common stock in the offering, you may not be able to sell them later at or above the $10.00 purchase price in the offering. In several cases, shares of common stock issued by newly converted savings institutions or mutual holding companies have traded below the initial offering price. The aggregate purchase price of the shares of common stock sold in the offering will be based on an independent appraisal. The independent appraisal is not intended, and should not be construed, as a recommendation of any kind as to the advisability of purchasing shares of common stock. The independent appraisal is based on certain estimates, assumptions and projections, all of which are subject to change from time to time. After the shares begin trading, the trading price of our common stock will be determined by the marketplace, and may be influenced by many factors, including prevailing interest rates, the overall performance of the economy, investor perceptions of Northfield-Delaware and the outlook for the financial services industry in general. Price fluctuations may be unrelated to the operating performance of particular companies.

Our failure to effectively deploy the net proceeds may have an adverse effect on our financial performance and the value of our common stock.

     We intend to invest between $127.0 million and $172.1 million of the net proceeds of the offering (or $198.1 million at the adjusted maximum of the offering range) in Northfield Bank. We may use the remaining net proceeds to invest in short-term investments, repurchase shares of common stock, pay dividends or for other general corporate purposes. We also expect to use a portion of the net proceeds we retain to fund a loan for the purchase of shares of common stock in the offering by the employee stock ownership plan. Northfield Bank may use the net proceeds it receives to fund new loans, expand its retail banking franchise by acquiring new branches or by acquiring other financial institutions or other financial services companies, or for other general corporate purposes. However, with the exception of the loan to the employee stock ownership plan, we have not allocated specific amounts of the net proceeds for any of these purposes, and we will have significant flexibility in determining the amount of the net proceeds we apply to different uses and the timing of such applications. We have not established a timetable for reinvesting the net proceeds, and we cannot predict how long we will require to reinvest the net proceeds.

Our return on equity will be low following the stock offering. This could negatively affect the trading price of our shares of common stock.

     Net income divided by average equity, known as “return on equity,” is a ratio many investors use to compare the performance of a financial institution to its peers. Following the stock offering, we expect our consolidated equity to be between $629.6 million at the minimum of the offering range and $760.0 million at the adjusted maximum of the offering range. Based upon our annualized income for the quarter ended March 31, 2010, and these pro forma equity levels, our return on equity would be 2.21% and 1.85% at the minimum and adjusted maximum of the offering range, respectively. We expect our return on equity to remain low until we are able to leverage the additional capital we receive from the stock offering. Although we will be able to increase net interest income using proceeds of the stock offering, our return on equity will be negatively affected by added expenses associated with our employee stock ownership plan and the stock-based benefit plan we intend to adopt. Until we can increase our net interest income and non-interest income and leverage the capital raised in the stock offering, we expect our return on equity to remain low, which may reduce the market price of our shares of common stock.

Our stock-based benefit plans would increase our expenses and reduce our income.

     We intend to adopt one or more new stock-based benefit plans after the conversion, subject to stockholder approval, which would increase our annual compensation and benefit expenses related to the stock options and shares granted to participants under our stock-based benefit plan. The actual amount of these new stock-related compensation and benefit expenses will depend on the number of options and stock awards actually granted under the plan, the fair market value of our stock or options on the date of grant, the vesting period and other factors which we cannot predict at this time. In the event we adopt the plan within 12 months following the conversion, under current Office of Thrift Supervision policy the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under our existing and proposed stock-based benefit plans would be limited to 4% and 10%, respectively, of the total shares of our common stock outstanding. If we award restricted shares of common stock or grant options in excess of these amounts under stock-based benefit plans adopted more than 12 months after the completion of the conversion, our costs would increase further.

     In addition, we would recognize expense for our employee stock ownership plan when shares are committed to be released to participants’ accounts, and we would recognize expense for restricted stock awards and stock options over the vesting period of awards made to recipients. The expense in the first year following the offering for shares purchased in the offering has been estimated to be approximately $547,000 ($328,000 after tax) at the adjusted maximum of the offering range as set forth in the pro forma financial information under “Pro Forma Data,” assuming the $10.00 per share purchase price as fair market value. Actual expenses, however, may be higher or lower, depending on the price of our common stock. For further discussion of our proposed stock-based plans, see “Management—Compensation Discussion and Analysis—Long-Term Stock-Based Compensation.”

The implementation of stock-based benefit plans may dilute your ownership interest. Historically, stockholders have approved these stock-based benefit plans.

     We intend to adopt one or more new stock-based benefit plans following the stock offering. These plans may be funded either through open market purchases or from the issuance of authorized but unissued shares of common stock. Our ability to repurchase shares of common stock to fund these plans will be subject to many factors, including, but not limited to, applicable regulatory restrictions on stock repurchases, the availability of stock in the market, the trading price of the stock, our capital levels, alternative uses for our capital and our financial performance. While our intention is to fund the new stock-based benefit plan through open market purchases, stockholders would experience a 7.34% reduction in ownership interest at the adjusted maximum of the offering range in the event newly issued shares of our common stock are used to fund stock options and shares of restricted common stock in an amount equal to up to 10% and 4%, respectively, of the shares sold in the offering. In the event we adopt the plan within 12 months following the conversion, under current Office of Thrift Supervision policy the total shares of common stock reserved for issuance pursuant to awards of restricted stock and grants of options under our existing and proposed stock-based benefit plans would be limited to 4% and 10%, respectively, of the

total shares of our common stock outstanding. In the event we adopt the plan more than 12 months following the conversion, the plan would not be subject to these limitations.

     Although the implementation of the stock-based benefit plan will be subject to stockholder approval, historically, the overwhelming majority of stock-based benefit plans adopted by savings institutions and their holding companies following mutual-to-stock conversions have been approved by stockholders.

We have not determined when we will adopt one or more new stock-based benefit plans. Stock-based benefit plans adopted more than 12 months following the completion of the conversion may exceed regulatory restrictions on the size of stock-based benefit plans adopted within 12 months, which would further increase our costs.

     If we adopt stock-based benefit plans more than 12 months following the completion of the conversion, then grants of shares of common stock or stock options under our existing and proposed stock-based benefit plans may exceed 4% and 10%, respectively, of our total outstanding shares. Stock-based benefit plans that provide for awards in excess of these amounts would increase our costs beyond the amounts estimated in “—Our stock-based benefit plans would increase our expenses, which would reduce our income.” Stock-based benefit plans that provide for awards in excess of these amounts could also result in dilution to stockholders in excess of that described in “—The implementation of stock-based benefit plans may dilute your ownership interest.” Although the implementation of stock-based benefit plans would be subject to stockholder approval, the determination as to the timing of the implementation of such plans will be at the discretion of our board of directors.

Various factors may make takeover attempts more difficult to achieve.

     Our board of directors has no current intention to sell control of Northfield-Delaware. Provisions of our certificate of incorporation and bylaws, federal regulations, Northfield Bank’s charter, Delaware law, shares of restricted stock and stock options that we have granted or may grant to employees and directors, stock ownership by our management and directors and employment agreements that we have entered into with our executive officers, and various other factors may make it more difficult for companies or persons to acquire control of Northfield-Delaware without the consent of our board of directors. You may want a takeover attempt to succeed because, for example, a potential acquiror could offer a premium over the then prevailing price of our common stock. For additional information, see “Restrictions on Acquisition of Northfield-Delaware,” “Management—Employment Agreements,” “—Potential Payments to Named Executive Officers” and “—Benefits to be Considered Following Completion of the Conversion.”

There may be a decrease in stockholders’ rights for existing stockholders of Northfield-Federal.

     As a result of the conversion, existing stockholders of Northfield-Federal will become stockholders of Northfield-Delaware. In addition to the provisions discussed above that may discourage takeover attempts that are favored by stockholders, some rights of stockholders of Northfield-Delaware will be reduced compared to the rights stockholders currently have in Northfield-Federal. The reduction in stockholder rights results from differences between the federal and Delaware chartering documents and bylaws, and from distinctions between federal and Delaware law. Many of the differences in stockholder rights under the certificate of incorporation and bylaws of Northfield-Delaware are not mandated by Delaware law but have been chosen by management as being in the best interests of Northfield-Delaware and its stockholders. The certificate of incorporation and bylaws of Northfield-Delaware include the following provisions: (i) greater lead time required for stockholders to submit proposals for new business or to nominate directors; and (ii) approval by at least 80% of the outstanding shares of capital stock entitled to vote generally is required to amend the bylaws and certain provisions of the certificate of incorporation. See “Comparison of Stockholders’ Rights For Existing Stockholders of Northfield-Federal” for a discussion of these differences.

You may not revoke your decision to purchase Northfield-Delaware common stock in the subscription or community offerings after you send us your order.

     Funds submitted or automatic withdrawals authorized in connection with a purchase of shares of common stock in the subscription and community offerings will be held by us until the completion or termination of the conversion and offering, including any extension of the expiration date. Because completion of the conversion and offering will be subject to regulatory approvals and an update of the independent appraisal prepared by RP Financial, LC., among other factors, there may be one or more delays in the completion of the conversion and offering. Orders submitted in the subscription and community offerings are irrevocable, and purchasers will have no access to their funds unless the offering is terminated, or extended beyond October 28, 2010, or the number of shares to be sold in the offering is increased to more than 40,997,500 shares or decreased to fewer than 26,350,000 shares.

An active trading market for our common stock may not develop.

     Northfield-Federal’s common stock is currently quoted on the Nasdaq Global Select Market. Upon completion of the conversion, the common stock of Northfield-Delaware will replace the existing shares. An active public trading market for Northfield-Delaware’s common stock may not develop or be sustained after this stock offering. If an active trading market for our common stock does not develop, you may not be able to sell all of your shares of common stock on short notice, and the sale of a large number of shares at one time could depress the market price.

The distribution of subscription rights could have adverse income tax consequences.

     If the subscription rights granted to certain depositors of Northfield Bank are deemed to have an ascertainable value, receipt of such rights may be taxable in an amount equal to such value. Whether subscription rights are considered to have ascertainable value is an inherently factual determination. We have received an opinion of counsel, Luse Gorman Pomerenk & Schick, P.C., that it is more likely than not that such rights have no value; however, such opinion is not binding on the Internal Revenue Service.

SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
OF NORTHFIELD BANCORP, INC. AND SUBSIDIARIES

     The following tables set forth selected consolidated historical financial and other data of Northfield-Federal and its subsidiaries for the years and at the dates indicated. The following is only a summary and you should read it in conjunction with the consolidated financial statements of Northfield-Federal and notes beginning on page F-1 of this prospectus. The information at December 31, 2009 and 2008, and for the years ended December 31, 2009, 2008, and 2007 is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at December 31, 2007, 2006 and 2005 and for the years ended December 31, 2006 and 2005, is derived in part from audited consolidated financial statements that do not appear in this prospectus. The information at March 31, 2010 and for the three months ended March 31, 2010 and 2009, is unaudited and reflects only normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three months ended March 31, 2010, are not necessarily indicative of the results to be achieved for all of 2010.

		At
		March 31,				At December 31,
		2010				2009				2008				2007				2006				2005
		(In thousands)
Selected Financial Condition Data:
Total assets		$	2,097,803			$	2,002,274			$	1,757,761			$	1,386,918			$	1,294,747			$	1,408,562
Cash and cash equivalents			50,811				42,544				50,128				25,088				60,624				38,368
Trading securities			3,706				3,403				2,498				3,605				2,667				2,360
Securities available-for-sale, at estimated market value			1,216,195				1,131,803				957,585				802,417				713,098				863,064
Securities held-to-maturity			6,220				6,740				14,479				19,686				26,169				34,841
Loans held-for-investment, net			737,225				729,269				589,984				424,329				409,189				387,467
Allowance for loan losses			(17,146	)			(15,414	)			(8,778	)			(5,636	)			(5,030	)			(4,795	)
Net loans held-for-investment			720,079				713,855				581,206				418,693				404,159				382,672
Bank owned life insurance			44,174				43,751				42,001				41,560				32,866				31,635
Federal Home Loan Bank of New York stock, at cost			5,026				6,421				9,410				6,702				7,186				11,529
Other real estate owned			1,533				1,938				1,071				—				—				—
Deposits			1,392,905				1,316,885				1,024,439				877,225				989,789				1,010,146
Borrowed funds			293,060				279,424				332,084				124,420				128,534				233,629
Total liabilities			1,701,517				1,610,734				1,371,183				1,019,578				1,130,753				1,256,803
Total stockholders’ equity			396,286				391,540				386,578				367,340				163,994				151,759

		For the Three Months
		Ended March 31,								For the Years Ended December 31,
		2010				2009				2009				2008				2007				2006				2005
		(Dollars in thousands except per share amounts)
Selected Operating Data:
Interest income		$	21,007			$	20,482			$	85,568			$	75,049			$	65,702			$	64,867			$	66,302
Interest expense			6,458				7,721				28,977				28,256				28,836				28,406				24,234
Net interest income before provision for loan losses			14,549				12,761				56,591				46,793				36,866				36,461				42,068
Provision for loan losses			1,930				1,644				9,038				5,082				1,442				235				1,629
Net interest income after provision for loan losses			12,619				11,117				47,553				41,711				35,424				36,226				40,439
Non-interest income			1,723				969				5,393				6,153				9,478				4,600				4,354
Non-interest expense			9,121				7,782				34,254				24,852				35,950				23,818				21,258
Income before income taxes			5,221				4,304				18,692				23,012				8,952				17,008				23,535
Income tax expense (benefit)			1,840				1,569				6,618				7,181				(1,555	)			6,166				10,376
Net income		$	3,381			$	2,735			$	12,074			$	15,831			$	10,507			$	10,842			$	13,159
Net income (loss) per common share basic and diluted (1)		$	0.08			$	0.06			$	0.28			$	0.37			$	(0.03	)		NA				NA
Weighted average basic shares outstanding (1)			41,509,173				43,089,331				42,405,774				43,133,856				43,076,586			NA				NA
Weighted average diluted shares outstanding			41,823,794				43,104,409				42,532,568				—				—			NA				NA

(footnotes on following page)

		At or For the Three
		Months Ended
		March 31, (8)								At or For the Years Ended December 31,
		2010				2009				2009				2008				2007				2006				2005
Selected Financial Ratios and Other Data:
Performance Ratios:
Return on average assets (2)			0.67	%			0.63	%			0.64	%			1.01	%			0.78	%			0.80	%			0.88	%
Return on average equity (2)			3.48	%			2.87	%			3.09	%			4.22	%			5.27	%			7.01	%			8.63	%
Interest rate spread (2)(3)			2.68	%			2.48	%			2.66	%			2.37	%			2.34	%			2.40	%			2.67	%
Net interest margin (2)(4)			3.03	%			3.07	%			3.16	%			3.13	%			2.87	%			2.81	%			2.94	%
Dividend payout ratio (7)			22.83	%			28.30	%			24.54	%			4.66	%			—				—				—
Efficiency ratio (2)(5)			56.05	%			56.68	%			55.26	%			46.94	%			77.57	%			58.01	%			45.79	%
Non-interest expense to average total assets (2)			1.80	%			1.78	%			1.82	%			1.58	%			2.66	%			1.77	%			1.42	%
Average interest-earning assets to average interest-bearing liabilities			126.45	%			131.30	%			130.44	%			136.94	%			123.33	%			118.89	%			115.69	%
Average equity to average total assets			19.21	%			21.86	%			20.82	%			23.84	%			14.73	%			11.47	%			10.21	%
Asset Quality Ratios:
Non-performing assets to total assets			2.46	%			1.39	%			2.19	%			0.61	%			0.71	%			0.55	%			0.15	%
Non-performing loans to total loans			6.79	%			3.86	%			5.73	%			1.63	%			2.32	%			1.74	%			0.53	%
Allowance for loan losses to non-performing loans			34.26	%			40.78	%			36.86	%			91.07	%			57.31	%			70.70	%			232.88	%
Allowance for loan losses to total loans			2.33	%			1.57	%			2.11	%			1.49	%			1.33	%			1.23	%			1.24	%
Net charge-offs to average loans outstanding			0.11	%			0.40	%			0.37	%			0.38	%			0.20	%			—	%			—	%
Capital Ratios:
Total capital to risk-weighted assets (6)			28.59	%			33.82	%			28.52	%			34.81	%			38.07	%			25.03	%			23.72	%
Tier I capital to risk-weighted assets (6)			27.31	%			32.61	%			27.24	%			33.68	%			37.23	%			24.25	%			22.97	%
Tier I capital to adjusted assets (for 2005 and 2006) and to average assets (for 2007 and forward) (6)			13.91	%			15.85	%			14.35	%			15.98	%			18.84	%			12.38	%			10.62	%
Other Data:
Number of full service offices			18				18				18				18				18				19				19
Full time equivalent employees			221				193				223				203				192				208				201

		For the Three Months Ended								For the Year Ended
		March 31,								December 31,
		2010				2009				2009				2008
		(In Thousands)
Dividends paid to public stockholders		$	772			$	774			$	2,963			$	738
Dividends paid to Northfield Bancorp, MHC			—				—				—				—
Total dividends paid		$	772			$	774			$	2,963			$	738
Total dividends waived by Northfield Bancorp, MHC		$	986			$	986			$	3,943			$	986
Total dividends paid and total dividends waived		$	1,758			$	1,760			$	6,906			$	1,724

RECENT DEVELOPMENTS

     The following tables set forth selected consolidated historical financial and other data of Northfield-Federal and its subsidiaries for the periods and at the dates indicated. The following is only a summary and you should read it in conjunction with the consolidated financial statements of Northfield-Federal and notes beginning on page F-1 of this prospectus. The information at December 31, 2009 is derived in part from the audited consolidated financial statements that appear in this prospectus. The information at June 30, 2010 and for the three and six months ended June 30, 2010 and 2009, is unaudited and reflects only normal recurring adjustments that are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the three and six months ended June 30, 2010 are not necessarily indicative of the results to be achieved for the year ending December 31, 2010.

		At June 30,				At December 31,
		2010				2009
		(In thousands)
Selected Financial Condition Data:
Total assets		$	2,208,165			$	2,002,274
Cash and cash equivalents			28,862				42,544
Trading securities			3,515				3,403
Securities available-for-sale, at estimated market value			1,301,727				1,131,803
Securities held-to-maturity			5,830				6,740
Loans held-for-investment, net			772,909				729,269
Allowance for loan losses			(19,122	)			(15,414	)
Net loans held-for-investment			753,787				713,855
Bank owned life insurance			54,688				43,751
Federal Home Loan Bank of New York stock, at cost			8,119				6,421
Other real estate owned			1,362				1,938
Deposits			1,380,695				1,316,885
Borrowed funds			356,333				279,424
Total liabilities			1,808,426				1,610,734
Total stockholders’ equity			399,739				391,540

		For the Three Months								For the Six Months
		Ended June 30,								Ended June 30,
		2010				2009				2010				2009
		(Dollars in thousands except per share amounts)
Selected Operating Data:
Interest income		$	22,032			$	21,013			$	43,039			$	41,495
Interest expense			6,115				7,176				12,573				14,897
Net interest income before provision for loan losses			15,917				13,837				30,466				26,598
Provision for loan losses.			2,798				3,099				4,728				4,743
Net interest income after provision for loan losses			13,119				10,738				25,738				21,855
Non-interest income			1,866				1,524				3,589				2,493
Non-interest expense			8,457				9,061				17,578				16,843
Income before income taxes			6,528				3,201				11,749				7,505
Income tax expense			2,342				1,079				4,182				2,648
Net income		$	4,186			$	2,122			$	7,567			$	4,857
Net income per share basic and diluted		$	0.10			$	0.05			$	0.18			$	0.11
Weighted average basic shares outstanding			41,417,662				42,625,593				41,462,961				42,856,503
Weighted average diluted shares outstanding			41,783,730				42,719,665				41,803,306				42,911,078

(footnotes on following page)

		At or For the Three								At or For the Six
		Months Ended								Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
Selected Financial Ratios and Other Data: (1)
Performance Ratios:
Return on average assets			0.80	%			0.47	%			0.74	%			0.55	%
Return on average equity			4.23	%			2.18	%			3.86	%			2.52	%
Interest rate spread (2)			2.91	%			2.70	%			2.80	%			2.59	%
Net interest margin (3)			3.23	%			3.23	%			3.14	%			3.15	%
Dividend payout ratio (4)			19.25	%			35.53	%			20.89	%			31.46	%
Efficiency ratio (5)			47.56	%			58.99	%			51.62	%			57.90	%
Non-interest expense to average total assets			1.62	%			2.00	%			1.71	%			1.89	%
Average interest-earning assets to average interest-bearing liabilities			125.70	%			131.74	%			125.97	%			131.77	%
Average equity to average total assets			19.01	%			21.55	%			19.11	%			21.70	%
Asset Quality Ratios:
Non-performing assets to total assets			2.39	%			1.70	%			2.39	%			1.70	%
Non-performing loans to total loans			6.66	%			4.71	%			6.66	%			4.71	%
Allowance for loan losses to non-performing loans			37.13	%			38.95	%			37.13	%			38.95	%
Allowance for loan losses to total loans			2.47	%			1.84	%			2.47	%			1.84	%
Net charge-offs to average loans outstanding			0.44	%			0.54	%			0.28	%			0.47	%
Capital Ratios:
Total capital to risk-weighted assets			27.70	%			31.41	%			27.70	%			31.41	%
Tier I capital to risk-weighted assets			26.42	%			30.10	%			26.42	%			30.10	%
Tier I capital to adjusted assets			13.48	%			15.53	%			13.48	%			15.53	%
Other Data:
Number of full service offices			18				18				18				18
Full time equivalent employees			231				212				231				212

		For the Three Months Ended								For the Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
		(In Thousands)
Dividends paid to public stockholders		$	806			$	754			$	1,581			$	1,528
Dividends paid to Northfield Bancorp, MHC			—				—				—				—
Total dividends paid		$	806			$	754			$	1,581			$	1,528
Total dividends waived by Northfield Bancorp, MHC		$	1,232			$	986			$	2,218			$	1,971
Total dividends paid and total dividends waived		$	2,038			$	1,740			$	3,799			$	3,499

Comparison of Financial Condition at June 30, 2010 and December 31, 2009