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) January 20, 2005 SUN BANCORP, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its Charter) New Jersey 0-20957 52-1382541 - ----------------------------- ----------------- -------------- (State or other jurisdiction (SEC File No.) (IRS Employer of incorporation) 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 SUN BANCORP, INC. INFORMATION TO BE INCLUDED IN REPORT ------------------------------------ Section 5 - Corporate Governance and Management Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On January 20, 2005, John D. Wallace, a director of the Registrant, submitted notice to the Board of Directors that he will retire from the Registrant's Board of Directors and from the Board of Directors of Sun National Bank, the Registrant's wholly-owned subsidiary, effective as of the date of the 2005 annual meeting of stockholders of the Registrant. 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, thereunto duly authorized. SUN BANCORP, INC. Date: January 21, 2005 By: /s/ Dan A. Chila ------------------------------------ Dan A. Chila Executive Vice President and Chief Financial Officer