UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
May 15, 2006
---------------------------------
Date of Report
(Date of earliest event reported)
Kearny Financial Corp.
------------------------------------------------------
(Exact name of Registrant as specified in its Charter)
United States 0-51093 22-3803741
---------------------------- --------------- -------------
(State or other jurisdiction (SEC Commission (IRS Employer
of incorporation) File No.) Identification
Number)
120 Passaic Avenue, Fairfield, New Jersey 07004
----------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (973) 244-4500
--------------
Not Applicable
-------------------------------------------------------------
(Former name or former address, if changed since last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
___ Written communications pursuant to Rule 425 under the Securities Act
___ Soliciting material pursuant to Rule 14a-12 under the Exchange Act
___ Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
KEARNY FINANCIAL CORP.
INFORMATION TO BE INCLUDED IN REPORT
------------------------------------
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
(a) On May 16, 2006, Kearny Financial Corp. (the "Company") filed an amendment
to its Annual Report on Form 10-K for the year ended June 30, 2005 in order to
revise its presentation of net income per common share. There have been no
changes to previously reported total net income for any period. Only share and
per share amounts are being restated.
The effective date of the Company's initial public offering (the "IPO")
was February 23, 2005, and a total of 72,737,500 shares were issued. The 10,000
shares issued to the mutual holding company, Kearny MHC (the "MHC"), in
connection with the mutual holding company reorganization completed in 2001 were
"replaced" with 50,916,250 shares, representing 70% of the total shares issued
in the IPO. The remaining 30% of the shares issued, totaling 21,821,250 shares,
were sold in the IPO to the public.
In the Company's Form 10-K for the year ended June 30, 2005 previously
filed with the Securities and Exchange Commission ("SEC"), the presentation of
basic and diluted net income per share assumed the effective date of the
transaction was July 1, 2004. Additionally, basic and diluted net income per
share for fiscal 2004, 2003, 2002 and 2001 were not retroactively adjusted to
reflect that 70% of the shares issued in the IPO were a replacement for the
10,000 shares held by the MHC before the IPO.
The Company is restating its share and per share computations for the
five years ended June 30, 2005 due to an error, as addressed in APB Opinion No.
20, in previously issued financial statements that resulted in the Board of
Directors and Audit Committee concluding, on May 15, 2006, that the previously
issued financial statement should no longer be relied upon. The share and per
share data for the year ended June 30, 2005 has been restated based on a
weighted average
-1-
number of shares outstanding beginning on February 23, 2005, the date the
Company's initial public offering was completed. Additionally, the share and per
share data for the four fiscal years ended June 30, 2004 has been restated to
reflect the replacement of the MHC's shares in connection with the IPO.
The Audit Committee for the Company discussed with the Company's
independent accountant the matters disclosed in this filing.
-2-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf by the
undersigned, hereunto duly authorized.
KEARNY FINANCIAL CORP.
Date: May 31, 2006 By: /s/Albert E. Gossweiler
-------------------------
Albert E. Gossweiler
Senior Vice President and
Chief Executive Officer