SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 ON FORM 10-KSB/A
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Fiscal Year Ended September 30, 2008
OR
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 For the transition period from to
Commission File Number: 000-51726
Magyar Bancorp, Inc.
(Name of Small Business Issuer in its Charter)
Delaware 20-4154978
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(State or Other Jurisdiction (I.R.S. Employer Identification
of Incorporation or Organization) Number)
400 Somerset Street, New Brunswick, New Jersey 08901
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(Address of Principal Executive Office) (Zip Code)
(732) 342-7600
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(Issuer's Telephone Number including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
Name of Each Exchange
Title of Class On Which Registered
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Common Stock, par value $0.01 per share The NASDAQ Stock Market, LLC
Securities Registered Pursuant to Section 12(g) of the Act:
None
(Title of Class)
Check whether the issuer is not required to file reports pursuant to
Section 13 or 15(d) of the Exchange Act. |_|
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past twelve months (or for
such shorter period that the Registrant was required to file reports) and (2)
has been subject to such filing requirements for the past 90 days.
Yes |X| No |_|
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendments to this Form 10-KSB. |X|
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
The Registrant's revenues for the fiscal year ended September 30, 2008 were
$30.4 million.
The aggregate value of the voting stock held by non-affiliates of the
Registrant, computed by reference to the closing price of the Common Stock as of
December 18, 2008 was $15.8 million. As of December 18, 2008, there were
5,923,742 shares issued and 5,749,741 outstanding of the Registrant's Common
Stock, including 3,200,450 shares owned by Magyar Bancorp, MHC, the Registrant's
mutual holding company.
Explanatory Note
During the fiscal year ended September 30, 2008, Magyar Bancorp, Inc. (the
"Company") established a system of internal control over financial reporting and
assessed the effectiveness of such internal control as of September 30, 2008.
This Amendment No. 1 on Form 10-KSB/A amends the Company's Annual Report on Form
10-KSB, originally filed by the Company at the SEC on December 29, 2008 (the
"Original Filing"). This Amendment No. 1 (i) supplements Item 8A to report on
management's conclusions regarding the effectiveness of such internal control
and (ii) supplements the officer certifications included in Exhibits 31.1 and
31.2 to include the required certification related to the Company's internal
control over financial reporting.
This Amendment No. 1 consists of the cover page to the Form 10-KSB, this
Explanatory Note, Item 8A, the Signature Page and Exhibits 31.1 and 31.2.
Except as described above, no other changes have been made to the Original
Filing. The Original Filing continues to speak as of the date of the Original
Filing, and we have not updated the disclosures contained therein to reflect any
events which occurred at a date subsequent to the filing of the Original Filing.
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ITEM 8A. Controls and Procedures
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Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of
1934) as of the end of the period covered by this report. Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that, as of the end of the period covered by this report, our disclosure
controls and procedures were effective to ensure that information required to be
disclosed in the reports that Magyar Bancorp, Inc. files or submits under the
Securities Exchange Act of 1934, is recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
There has been no change in Magyar Bancorp, Inc.'s internal control over
financial reporting during Magyar Bancorp, Inc.'s fourth quarter of fiscal year
2008 that has materially affected, or is reasonably likely to materially affect,
Magyar Bancorp, Inc.'s internal control over financial reporting.
The management of Magyar Bancorp, Inc. is responsible for establishing and
maintaining adequate internal control over financial reporting. Magyar Bancorp
Inc.'s internal control system was designed to provide reasonable assurance to
the Magyar Bancorp, Inc.'s management and board of directors regarding the
preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.
Magyar Bancorp, Inc.'s management assessed the effectiveness of the
Company's internal control over financial reporting as of September 30, 2008. In
making this assessment, it used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment, we believe that, as of
September 30, 2008, the Company's internal control over financial reporting was
effective based on those criteria.
The Annual Report on Form 10-KSB does not include an attestation report of
the Company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
management's report in this annual report.
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SIGNATURES
In accordance with Section 13 or 15 (d) of the Securities Exchange Act of
1934, the Company has duly caused this Amendment No. 1 on Form 10-KSB/A to be
signed on its behalf by the undersigned, thereunto duly authorized.
MAGYAR BANCORP, INC.
January 7, 2009 By: /s/ Elizabeth E. Hance
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Date Elizabeth E. Hance
President and Chief Executive Officer
(Duly Authorized Representative)
In accordance with the Exchange Act, this Amendment No. 1 on form 10-KSB/A
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
By: /s/ Elizabeth E. Hance
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Elizabeth E. Hance
President and Chief Executive Officer
(Principal Executive Officer) January 7, 2009
By: /s/ Jon R. Ansari
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Jon R. Ansari
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) January 7, 2009
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