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
| | August 10, 2011 | |
| | Date of Report (Date of earliest event reported) | |
| SUN BANCORP, INC. |
| (Exact name of registrant as specified in its charter) |
| New Jersey | | 0-20957 | | 52-1382541 |
(State or other jurisdiction of incorporation) | | (SEC Commission File Number) | | (IRS Employer Identification Number) |
| 226 Landis Avenue, Vineland, New Jersey | | 08360 | |
| (Address of principal executive offices) | | (Zip Code) | |
Registrant's telephone number, including area code: (856) 691-7700
| 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
INFORMATION TO BE INCLUDED IN REPORT
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On August 10, 2011, Sun Bancorp, Inc. (the “Company”) entered into four separate letter agreements (each, a “Letter Agreement”), with (i) WLR SBI AcquisitionCo, LLC (“WL Ross”), (ii) Maycomb Holdings II, LLC, Maycomb Holdings III, LLC, and Maycomb Holdings IV, LLC (“Siguler Guff”), (iii) Bernard A. Brown, Sidney R. Brown, Jeffrey S. Brown, Anne E. Koons, The Four B’s, NFI Interactive Logistics, LLC, National Distribution Centers, L.P. and National Freight, Inc. (the “Brown Family”) and (iv) Anchorage Capital Master Offshore, Ltd. (“Anchorage”), to issue and sell an aggregate of 2,378,232 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”) at a price per share equal to $2.85, resulting in aggregate proceeds, before expenses, of $6,777,961.20. These transactions were pursuant to existing contractual “gross up rights.”
The Letter Agreements contain customary representations and warranties among the parties as of the date of entering into such Letter Agreements. These representations, warranties and covenants are not factual information to investors about the Company. Copies of the Letter Agreements are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. This description of the material terms of the Letter Agreements is qualified in its entirety by reference to such exhibits.
Section 3 – Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
On August 10, 2011, the Company sold in a private placement an aggregate of 2,378,232 shares of its Common Stock resulting in aggregate proceeds, before expenses, of $6,777,961.20.
The shares of Common Stock were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Act”), pursuant to Section 4(2) of the Act. The shares were not registered under the Act, bear a restrictive legend restricting their resale, and may not be offered or sold in the United States absent registration under the Act or an applicable exemption from the registration requirements of the Act.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| | 10.1 | Letter Agreement dated August 10, 2011 between Sun Bancorp, Inc. and WLR SBI AcquisitionCo, LLC. |
| | 10.2 | Letter Agreement dated August 10, 2011 by and among Sun Bancorp, Inc. and Maycomb Holdings II, LLC, Maycomb Holdings III, LLC, and Maycomb Holdings IV, LLC. |
| | 10.3 | Letter Agreement dated August 10, 2011 by and among Sun Bancorp, Inc. and Bernard A. Brown, Sidney R. Brown, Jeffrey S. Brown, Anne E. Koons, The Four B’s, NFI Interactive Logistics, LLC, National Distribution Centers, L.P. and National Freight, Inc. |
| | 10.4 | Letter Agreement dated August 10, 2011 between Sun Bancorp, Inc. and Anchorage Capital Master Offshore, Ltd. |
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.
| | | SUN BANCORP, INC. |
Date: August 10, 2011 | | By: | /s/ Thomas X. Geisel |
| | | | Thomas X. Geisel President and Chief Executive Officer |
