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): ~~August~~September 246, 2011

BROOKLYN FEDERAL BANCORP, INC.

(Exact name of Registrant as Specified in Charter)

FEDERAL	000-51208	20-2659598
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

81 Court Street Brooklyn, New York 11201
(Address of principal executive offices)

(718) 855-8500
(Registrant’s telephone number, including area code) 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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 83.01 ~~Other~~ ~~Events~~Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~August~~September 246, 2011, ~~a shareholder represented by the law firm of Brower Piven, a Professional Corporation, filed a purported class action lawsuit (the “Lawsuit”) against~~ Brooklyn Federal Bancorp, Inc. (the “Company”), ~~BFS~~received ~~Bancorp,~~a ~~MHC~~letter (the “~~MHC~~Notification Letter”), ~~Brooklyn~~from ~~Federal Savings Bank (~~the ~~“Bank”)~~Listing ~~and~~Qualifications ~~their~~Department ~~respective~~of ~~directors,~~the ~~and~~NASDAQ ~~Investors~~Stock ~~Bancorp,~~Market ~~Inc.~~LLC (“~~Investors Bancorp~~NASDAQ”), ~~Investors~~notifying ~~Bancorp,~~the ~~MHC~~Company ~~(“Investors~~that ~~MHC”),~~it ~~and~~no ~~Investors~~longer ~~Savings~~meets ~~Bank~~the ~~(“Investors~~NASDAQ ~~Bank,”~~Capital ~~and~~Market’s ~~collectively~~continued ~~with~~listing ~~Investors~~requirements ~~Bancorp~~under ~~and~~NASDAQ ~~Investors~~Listing ~~MHC,~~Rule 5550(a)(2) (the “~~Investors~~Bid Price Rule”). The ~~Lawsuit~~Notification ~~alleges,~~Letter ~~among~~states ~~other things,~~ that the ~~Company’s~~minimum ~~directors~~bid ~~breached~~price ~~their~~of ~~fiduciary duties and obligations to~~ the Company’s common ~~stockholders~~stock ~~(other~~has ~~than~~traded ~~the~~below ~~MHC,~~$1.00 ~~the~~per ~~“Public~~share ~~Stockholders”),~~for ~~and~~30 ~~that~~consecutive ~~Investors~~business ~~participated,~~days ~~aided~~ and ~~abetted~~that ~~in such alleged breaches, by failing to obtain~~ the ~~highest available value for the~~ Company and take steps to maximize its value when facilitating its acquisition by entering into the agreement and plan of merger, dated August 16, 2011 (the “Merger Agreement”), under which Brooklyn Bancorp is ~~expected~~therefore tonot ~~merge~~in compliance with ~~and into Investors Bancorp (~~the ~~“Merger”)~~Bid ~~and~~Price ~~the Public Stockholders are to receive cash consideration of $0~~Rule.~~80 per common share.~~

The ~~Lawsuit~~Notification ~~seeks,~~Letter ~~among~~has ~~other~~no ~~things,~~effect anat ~~injunction~~this ~~against~~time on the ~~Company~~listing ~~and~~of the ~~other~~Company’s ~~defendants~~common ~~from~~stock ~~consummating~~on the ~~Merger~~ ~~under~~NASDAQ ~~the~~Capital ~~current~~Market ~~terms~~and of the ~~Merger~~Company’s ~~Agreement,~~common ~~rescissory~~stock ~~and~~will ~~compensatory~~continue ~~damages~~to ~~and~~trade ~~attorney’s~~on ~~fees. The Company believes~~ the ~~Lawsuit is~~NASDAQ ~~without~~Capital ~~merit~~Market ~~and~~under ~~plans~~the tosymbol ~~vigorously defend against it~~“BFSB.”

~~Important~~The ~~Additional~~Notification ~~Information~~Letter states that the Company will be afforded 180 calendar days, or until March 5, 2012, to regain compliance with the Bid Price Rule. To regain compliance, the closing bid price of the Company’s common stock must meet or exceed $1.00 per share for at least ten consecutive business days. If the Company does not regain compliance by March 5, 2012, NASDAQ will provide written notification to the Company that the Company’s common stock will be subject to delisting from the NASDAQ Capital Market. The Company may, however, be eligible for an additional grace period if certain conditions are met. The Company may also appeal NASDAQ’s delisting determination to a NASDAQ Hearings Panel.

~~This~~The ~~Current~~Company ~~Report~~intends onto ~~Form~~actively ~~8-K~~monitor ~~does~~the ~~not~~bid ~~constitute~~price ~~a solicitation~~ of ~~any~~its ~~vote~~common orstock ~~approval. The~~and ~~Company~~ will beconsider ~~filing~~available ~~with~~options to resolve the ~~Securities~~deficiency and ~~Exchange~~regain ~~Commission~~compliance (with the ~~“SEC”)~~NASDAQ arequirements. However, ~~proxy~~the ~~statement~~Company ~~related~~is toalso a ~~special~~party ~~meeting~~to ofa ~~its~~definitive ~~stockholders~~merger agreement (the “~~Special~~Merger ~~Meeting Proxy~~Agreement”), ~~and~~under ~~other~~which ~~relevant~~the ~~documents~~Company ~~related~~is expected to ~~stockholder~~merge ~~approval~~with ofInvestors Bancorp, Inc. (the “Merger”) ~~Agreement~~in ~~and~~the ~~related~~fourth ~~transactions,~~quarter ~~including~~of ~~the~~2011, ~~Merger~~which ~~(“Stockholder~~is ~~Approval”). We~~expected ~~urge investors~~ to ~~read~~result in the ~~Special~~cancellation ~~Meeting~~of ~~Proxy~~all ~~and~~of ~~other~~the ~~related~~Company’s ~~documents~~outstanding tocommon bestock, ~~filed~~thereby ~~with~~rendering the ~~SEC~~Bid ~~because~~Price ~~they~~Rule ~~will~~deficiency ~~contain important information~~moot.

~~Once~~A ~~available,~~copy ~~these documents will be obtainable free~~ of ~~charge on~~ the ~~SEC~~Company’s ~~web~~press ~~site~~release ~~(www.sec.gov). In~~announcing ~~addition, documents filed with~~ the ~~SEC~~receipt byof the ~~Company~~Notification ~~will~~Letter beis ~~available~~attached ~~free~~hereto ofas ~~charge from Gregg J~~Exhibit 99.1 ~~Wagner, President~~ and ~~Chief~~is ~~Executive~~incorporated ~~Officer,~~by atreference ~~(718) 855-8500~~herein.

~~The~~Item ~~directors, executive officers and certain other members of management and employees of the Company may be deemed to be “participants” in the solicitation of proxies for Stockholder Approval~~9. ~~Information~~01 ~~regarding~~Financial ~~the~~Statements ~~persons who may, under the rules of the SEC, be considered participants in the solicitation of Stockholder Approval will be set forth in the Special Meeting Proxy~~ and ~~the other relevant documents to be filed with the SEC~~Exhibits. STOCKHOLDERS ARE URGED TO READ THE SPECIAL MEETING PROXY WHEN IT BECOMES AVAILABLE AND ANY OTHER RELEVANT DOCUMENTS FILED BY THE COMPANY WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. You can find information about the Company’s executive officers and directors in the proxy statement related to its 2011 annual meeting of stockholders, as filed with the SEC on a Schedule 14A on August 22, 2011.

(d) Exhibits

	Exhibit Number	Description
	99.1	Press release issued by Brooklyn Federal Bancorp, Inc. on September 9, 2011.

Caution About Forward-Looking Statements

This Form 8-K and the attached press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that include projections, predictions, expectations, or beliefs about future events, such as statements about the anticipated closing date of the transaction discussed herein. Although it is believed that forward-looking statements are based upon reasonable assumptions, there can be no assurance that actual results, performance or achievements will not differ materially from any results expressed or implied by such forward-looking statements or that the Company will close on the Merger by the anticipated closing date. Such forward-looking statements are subject to risks and uncertainties, that could cause actual events or results to differ materially from those described in the forward-looking statements and include, but are not limited to, the risk that regulatory approval and Stockholder Approval (as defined below) will not be obtained and those risks described in the cautionary language included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2010 and Quarterly Reports on Form 10-Q for the quarters ended December 31, 2010, March 31, 2011 and June 30, 2011 and other filings made by the Company with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date on which such statements are made. No obligation is being undertaken to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made, or to reflect the occurrence of unanticipated events.

Additional Information

The foregoing description of the Merger is not complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed by the Company with the SEC on Form 8-K on August 17, 2011. Stockholders are urged to read the Merger Agreement for a more complete understanding of the terms of the Merger.

Neither this Form 8-K, nor the attached press release constitutes a solicitation of any vote or approval. The Company will be filing with the SEC a proxy statement (the “Special Meeting Proxy”) related to its upcoming special meeting of shareholders wherein shareholders will be asked to approve the Merger Agreement and related transactions, including the Merger (“Stockholder Approval”). We urge stockholders to read the Special Meeting Proxy other related documents to be filed with the SEC because they will contain important information.

Once available, these documents will be obtainable free of charge on the SEC’s web site (www.sec.gov). In addition, documents filed with the SEC by the Company will be available free of charge from Gregg J. Wagner, President and Chief Executive Officer of the Company, at (718) 855-8500.

The directors, executive officers and certain other members of management and employees of the Company may be deemed to be “participants” in the solicitation of proxies for Stockholder Approval. Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of Stockholder Approval will be set forth in the Special Meeting Proxy and the other relevant documents to be filed with the SEC. Stockholders are urged to read the Special Meeting Proxy when it becomes available and any other relevant documents filed by the Company with the SEC, as well as any amendments or supplements to those documents, because they will contain important information. You can find information about the Company’s executive officers and directors in the proxy statement related to its 2011 annual meeting of shareholders, which was filed on August 22, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: August 30, 2011	BROOKLYN FEDERAL BANCORP, INC.
Dated: September 9, 2011.	BROOKLYN FEDERAL BANCORP, INC.
	By:	/s/ Gregg J. Wagner
		Gregg J. Wagner
		President and Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by Brooklyn Federal Bancorp, Inc. on September 9, 2011.

Filing Compare · Brooklyn Federal Bancorp, Inc.