UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of Report (Date of earliest event reported):
September
21, 2006
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FLUSHING
FINANCIAL CORPORATION.
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(Exact
Name of Registrant as Specified in Charter)
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DELAWARE
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000-24272
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11-3209278
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(State
of Incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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1979
MARCUS AVENUE, SUITE E140
LAKE
SUCCESS, NEW YORK
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06901
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: (718) 595−3000
Check
the
appropriate box below if the Form 8−K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
]
Soliciting material pursuant to Rule 14a−12 under the Exchange Act (17 CFR
240.14a−12)
[
]
Pre−commencement communications pursuant to Rule 14d−2(b) under the Exchange Act
(17 CFR 240.14d−2(b))
[
]
Pre−commencement communications pursuant to Rule 13e−4(c) under the Exchange Act
(17 CFR 240.13e−4(c))
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
(a)
On
September 21, 2006, Flushing Financial Corporation (the “Company”)
increased the number of authorized shares of the Company’s Series A Junior
Participating Preferred Stock from 100,000 shares to 250,000 shares pursuant
to
the filing of a Certificate of Increase with the Secretary of State of Delaware.
This filing was made in the connection with the renewal of the Company’s
Stockholder Rights Plan, as described in the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission on September 11,
2006.
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.
Date:
September 26, 2006
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FLUSHING
FINANCIAL CORPORATION
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By:
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/s/
Anna M. Piacentini
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Name:
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Anna M.
Piacentini
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Title:
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Senior
Vice
President
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INDEX
TO
EXHIBITS
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Exhibit
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3.1
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Certificate
of Increase of Shares Designated as Series A Junior Participating
Preferred Stock of Flushing Financial
Corporation
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EXHIBIT
3.1
CERTIFICATE
OF INCREASE
OF
SHARES
DESIGNATED AS
SERIES
A JUNIOR PARTICIPATING PREFERRED STOCK
Flushing
Financial Corporation, a corporation organized and existing under the General
Corporation Law of the State of Delaware (the “
Corporation
”),
DOES
HEREBY CERTIFY:
That
a Certificate of Designations of Series A Junior Participating Preferred Stock,
par value $.01 per share (the “
Series
A Preferred
”),
was filed in the office of the Secretary of State of the State of Delaware
on
September 30, 1996.
That
the
Board of Directors of the Corporation, at a meeting held on September 5, 2006,
duly adopted a resolution authorizing and directing an increase in the number
of
shares designated as Series A Preferred, from 100,000 shares to 250,000 shares,
in accordance with the provisions of Section 151 of The General Corporation
Law
of the State of Delaware.
IN
WITNESS WHEREOF, the Corporation has caused this certificate to be signed by
John R. Buran, its President and Chief Executive Officer, this 21st day of
September, 2006.
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FLUSHING
FINANCIAL CORPORATION
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By
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/s/
John R. Buran
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Name:
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John
R.
Buran
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Title:
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President
and Chief
Executive Officer
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