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) July 5, 2007 |
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| | (Exact name of registrant as specified in its charter) | | |
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| (State or other jurisdiction | | | | | |
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| 226 Landis Avenue, Vineland, New Jersey | | | |
| (Address of principal executive offices) | | | |
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| Registrant’s telephone number, including area code: | | | |
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| | (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
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
SUN BANCORP, INC.
INFORMATION TO BE INCLUDED IN REPORT
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On July 5, 2007, the Registrant issued $10 million in aggregate liquidation amount of trust preferred securities (the “Securities”) in a pooled trust preferred transaction. The proceeds from the issuance of the Securities was used to redeem $10 million aggregate liquidation amount of previously issued trust preferred securities of the Registrant which will be redeemed on July 9, 2007.
The term of Securities is 30 years. Distributions on the Securities are cumulative and will be payable quarterly at a floating rate based on the 3 month LIBOR. The Securities are redeemable at any time after October 1, 2012 at par and without penalty, and may be redeemed earlier following the occurrence of specified events. In each case, redemption is subject to the Registrant’s receipt of prior approval from the Federal Reserve, if then required under applicable capital guidelines or policies of the Federal Reserve. The Registrant has the ability to defer interest payments on the Securities for up to 20 consecutive quarterly periods (5 years), provided that there is no event of default. Interest on the Securities will accrue during the extension period, and all accrued interest must be paid at the end of each extension period. During a deferral period, the Registrant may not, except in certain limited circumstances, (i) declare or pay any dividends or distributions on, or redeem, purchase, acquire, or make a liquidation payment with respect to, any of the Registrant’s capital stock or (ii) make any payment of principal of or interest or premium, if any, on or repay, repurchase or redeem any debt securities of the Registrant that rank pari passu in all respects with or junior in interest to the junior subordinated debt securities issued by the Registrant in connection with the sale of the Securities.
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.
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| | | SUN BANCORP, INC. |
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| Date: July 9, 2007 | | /s/ Dan A. Chila |
| | | Dan A. Chila |
| | | Executive Vice President and |
| | | Chief Financial Officer |
