SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Sun Bancorp, Inc.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (set forth the amount on which the filing
fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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August 6, 1998
Dear Fellow Shareholder:
On behalf of the Board of Directors and management of Sun Bancorp, Inc.
(the "Company"), I cordially invite you to attend a Special Meeting of
Shareholders to be held at the Company's office located at 226 Landis Avenue,
Vineland, New Jersey, on August 25, 1998, at 3:00 p.m. The attached Notice of
Meeting and Proxy Statement describe the formal business to be transacted at the
Meeting. The only matter to be considered by shareholders at the Meeting is an
amendment to the Company's Amended and Restated Certificate of Incorporation to
increase the number of authorized shares of common stock. The Board of Directors
of the Company has determined that approval of this amendment is in the best
interests of the Company and its shareholders. For the reasons set forth in the
Proxy Statement, the Board of Directors unanimously recommends a vote "FOR" the
only matter to be considered.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE SIGN AND
DATE THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING POSTAGE-PAID
RETURN ENVELOPE AS PROMPTLY AS POSSIBLE. This will not prevent you from voting
in person at the Special Meeting, but will assure that your vote is counted if
you are unable to attend the Special Meeting. YOUR VOTE IS VERY IMPORTANT.
Sincerely,
Bernard A. Brown
Chairman of the Board
SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be Held on August 25, 1998
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NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Meeting") of
Sun Bancorp, Inc. (the "Company"), will be held at the Company's office located
at 226 Landis Avenue, Vineland, New Jersey on August 25, 1998, at 3:00 p.m.
The Meeting is for the purpose of considering and acting upon the following
matters:
1. To consider and vote upon an amendment to the Company's Amended and
Restated Certificate of Incorporation to increase the number of authorized
shares of common stock, par value $1.00 per share, from 10,000,000 shares
to 25,000,000 shares;
2. Such other matters as may properly come before the meeting or any
adjournments thereof.
The Board of Directors is not aware of any other business to come before the
Meeting. Any action may be taken on the foregoing proposals at the Meeting on
the date specified above or on any date or dates to which, by original or later
adjournment, the Meeting may be adjourned. Shareholders of record at the close
of business on August 3, 1998 are the shareholders entitled to vote at the
Meeting and any adjournments thereof.
EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO ATTEND THE MEETING, IS
REQUESTED TO SIGN, DATE AND RETURN THE ENCLOSED PROXY WITHOUT DELAY IN THE
ENCLOSED POSTAGE-PAID ENVELOPE. ANY PROXY GIVEN BY THE SHAREHOLDER MAY BE
REVOKED BY FILING WITH THE SECRETARY OF THE COMPANY A WRITTEN REVOCATION OR A
DULY EXECUTED PROXY BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS PROXY AND VOTE IN PERSON ON EACH MATTER BROUGHT BEFORE THE
MEETING. HOWEVER, IF YOU ARE A SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN
YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER TO
VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS
Sidney R. Brown
Secretary
Vineland, New Jersey
August 6, 1998
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IMPORTANT: THE PROMPT RETURN OF PROXIES WILL SAVE THE COMPANY THE EXPENSE OF
FURTHER REQUESTS FOR PROXIES IN ORDER TO ENSURE A QUORUM AT THE MEETING. A
SELF-ADDRESSED ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
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PROXY STATEMENT
OF
SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
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SPECIAL MEETING OF SHAREHOLDERS
August 25, 1998
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GENERAL
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This Proxy Statement is furnished in connection with the solicitation
of proxies by the Board of Directors of Sun Bancorp, Inc. (the "Company") to be
used at the Special Meeting of Shareholders of the Company which will be held at
the Company's office located at 226 Landis Avenue, Vineland, New Jersey, on
August 25, 1998, 3:00 p.m. local time (the "Meeting"). The accompanying Notice
of Special Meeting of Shareholders, form of proxy and this Proxy Statement are
being first mailed to the Company's shareholders entitled to notice of and to
vote at the Meeting, on or about August 6, 1998.
At the Meeting, shareholders will consider and vote upon (i) the
approval of an amendment to the Amended and Restated Certificate of
Incorporation of the Company (the "Certificate") to increase the number of
authorized shares of the Company's common stock, par value $1.00 per share
("Common Stock") from 10,000,000 shares to 25,000,000 shares; and (ii) such
other matters as may properly come before the Meeting or any adjournments
thereof. The Board of Directors of the Company (the "Board" or the "Board of
Directors") knows of no additional matters that will be presented for
consideration at the Meeting. Execution of a proxy, however, confers on the
designated proxy holder discretionary authority to vote the shares represented
by such proxy in accordance with their best judgment on such other business, if
any, that may properly come before the Meeting or any adjournment thereof.
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VOTING AND REVOCABILITY OF PROXIES
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Shareholders who execute proxies retain the right to revoke them at any
time. Unless so revoked, the shares represented by such proxies will be voted at
the Meeting and all adjournments thereof. Proxies may be revoked by written
notice to the Secretary of the Company at the address above or by the filing of
a later dated proxy prior to a vote being taken on a particular proposal at the
Meeting. A proxy will not be voted if a shareholder attends the Meeting and
votes in person. Proxies solicited by the Board of Directors will be voted in
accordance with the directions given therein. Where no instructions are
indicated, signed proxies will be voted "FOR" the listed proposal. The proxy
confers discretionary authority on the persons named therein to vote with
respect to matters incident to the conduct of the Meeting.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
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Shareholders of record as of the close of business on August 3, 1998
(the "Record Date"), are entitled to one vote for each share of Common Stock
then held. As of the Record Date, the Company had 6,370,271 shares of Common
Stock issued and outstanding.
The presence in person or by proxy of at least a majority of the
outstanding shares of Common Stock entitled to vote is necessary to constitute a
quorum at the Meeting. For purposes of determining the votes cast with respect
to any matter presented for consideration at the Meeting only those votes cast
"FOR" or "AGAINST" are included. Abstentions and broker non-votes (i.e., shares
held by brokers on behalf of their customers, which may not be voted on certain
matters because the brokers have not received specific voting instructions from
their customers with respect to such matters) will be counted solely for the
purpose of determining whether a quorum is present. In the event there are not
sufficient votes for a quorum or to ratify or adopt the proposal at the time of
the Meeting, the Meeting may be adjourned in order to permit the further
solicitation of proxies.
Persons and groups owning in excess of 5% of the outstanding shares of
Common Stock are required to file certain reports regarding such ownership
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Other than as noted below, management knows of no person or group that
owns more than 5% of the outstanding shares of Common Stock at the Record Date.
Percent of Shares of
Amount and Nature of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
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Bernard A. Brown
71 West Park Avenue
Vineland, New Jersey 08360 2,297,331(1) 32.87%
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(1) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership, over which
shares the individual effectively exercise sole voting and investment
power, unless otherwise indicated. Includes 619,807 options that may be
exercised within 60 days of the Record Date to purchase shares of
Common Stock. Excludes 64,396 options to purchase shares which are not
presently exercisable within 60 days of the Record Date.
Vote Required for Approval
The affirmative vote of a majority of the votes cast at the Meeting is
required for adoption of the amendment to the Certificate without regard to
proxies marked "ABSTAIN" and broker non-votes.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE
AMENDMENT TO THE CERTIFICATE. UNLESS MARKED TO THE CONTRARY, THE SHARES
REPRESENTED BY SIGNED PROXIES WILL BE VOTED FOR ADOPTION OF THE PROPOSAL
RELATING TO THE AMENDMENT TO THE CERTIFICATE.
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PROPOSAL I - AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
TO INCREASE AUTHORIZED SHARES
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The Board has approved and recommends to the Company's shareholders for
their adoption at the Meeting an amendment to the Company Certificate to
increase the number of shares of Common Stock authorized for issuance thereunder
from 10,000,000 shares to 25,000,000 shares. As of the Record Date, there were
6,370,271 shares of Common Stock issued and outstanding. If the amendment is not
adopted by the Company's shareholders, the Company believes it will soon be
significantly hindered in its ability to issue additional shares of the Common
Stock and unduly restricted in the conduct of its financial affairs. On July 20,
1998, the Company announced that it had signed a definitive agreement to
purchase eight Delaware branches from Household Bank, f.s.b., the parent of
Beneficial Bank. The branches have approximately $168 million in deposits. In
connection with this transaction, the Company expects to raise additional
capital through a public offering consisting of Common Stock and possibly other
securities of the Company. The Company's public securities offering is expected
to occur by the end of the third quarter or the beginning of the fourth quarter
of 1998. Upon completion of this offering, the Company expects to have few
remaining authorized shares of Common Stock available for future issuance. In
addition, in connection with the offering, the Company may elect to declare a
stock split or stock dividend in order to make the trading price of the Common
Stock more attractive to potential investors. There can be no assurance,
however, that the Company will declare a stock split or dividend with respect to
the Common Stock. A stock split or stock dividend, if declared and paid, would
also require the Company have sufficient authorized shares of Common Stock
available to effect the split or dividend.
The proposed amendment would give the Company greater flexibility in
its financial affairs by making 15 million additional shares of Common Stock
available for issuance in such transactions and at such times as the Board
considers appropriate, whether in public or private offerings, as stock splits
or dividends or in connection with mergers and acquisitions or otherwise. The
Company's shareholders may or may not be given the opportunity to vote on such a
transaction, depending on the nature of the transaction, applicable law, the
rules and policies of the National Association of Securities Dealers, Inc.
applicable to Nasdaq National Market issuing companies and the judgment of the
Company Board regarding the submission of such transaction to a vote of the
Company shareholders. Because shareholders do not have preemptive rights under
the Certificate, the interests of existing shareholders may (depending on the
particular circumstances in which additional capital stock is issued) be diluted
by any such issuance.
It is possible that additional shares of the Company Common Stock could
be issued for the purpose of making an acquisition by an unwanted suitor of a
controlling interest in the Company more difficult, time-consuming or costly or
to otherwise discourage an attempt to acquire control of the Common Stock. Under
such circumstances, the availability of authorized and unissued shares may make
it more difficult for shareholders of the Company to obtain a premium for their
shares. Such authorized and unissued shares could be used to create voting of
other impediments or to frustrate a person or other entity seeking to obtain
control of the Company by means of merger, tender offer, proxy contest or other
means. For instance, such shares could be privately placed with purchasers who
might cooperate with the Board in opposing an attempt by a third party to gain
control of the Company by voting such shares against the transaction with the
third party or could be used to dilute the stock ownership or voting rights of a
person or entity seeking to obtain control of the Company. Although the Board
does not currently
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anticipate issuing additional shares of Common Stock for purposes of preventing
a takeover of the Company, the Board reserves its right (consistent with its
fiduciary responsibilities) to issue shares for such purpose.
If the amendment is adopted, the first sentence of Article V of the
Certificate would be amended to read as follows:
"The aggregate number of shares of all classes of capital stock which
the Corporation has authority to issue is 26,000,000 of which 25,000,000 are to
be shares of common stock, $1.00 par value per share, and of which 1,000,000 are
to be shares of serial preferred stock, $1.00 par value per share."
Adoption of the proposed amendment requires the affirmative vote of a
majority of the votes cast at the Meeting. As soon as practicable after such
affirmative vote has been taken, the amendment will be filed with the Secretary
of State of the State of New Jersey and will thereupon become effective.
THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" ADOPTION OF
THE AMENDMENT TO THE CERTIFICATE TO INCREASE THE NUMBER OF AUTHORIZED
SHARES OF COMMON STOCK.
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OTHER MATTERS
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The Board of Directors is not aware of any business to come before the
Meeting other than those matters described in this Proxy Statement. However, if
any other matters should properly come before the Meeting, it is intended that
proxies in the accompanying form will be voted in respect thereof in accordance
with the judgment of the persons named in the accompanying proxy.
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MISCELLANEOUS
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The cost of soliciting proxies will be borne by the Company. The
Company will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy materials
to the beneficial owners of Common Stock. In addition to solicitations by mail,
directors, officers, and regular employees of the Company may solicit proxies
personally or by telephone without additional compensation.
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SHAREHOLDER PROPOSALS AND NOMINATIONS FOR THE 1999 ANNUAL MEETING
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In order to be eligible for inclusion in the Company's proxy materials
for next year's Annual Meeting of Shareholders, any shareholder proposal to take
action at such meeting must be received at the Company's executive offices at
226 Landis Avenue, Vineland, New Jersey 08360, no later than December 11, 1998.
Any such proposals shall be subject to the requirements of the proxy rules
adopted under the Exchange Act.
BY ORDER OF THE BOARD OF DIRECTORS
Sidney R. Brown
Secretary
Vineland, New Jersey
August 6, 1998
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SUN BANCORP, INC.
226 LANDIS AVENUE
VINELAND, NEW JERSEY 08360
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SPECIAL MEETING OF SHAREHOLDERS
August 25, 1998
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The undersigned hereby appoints the Board of Directors of Sun Bancorp,
Inc. (the "Company"), or its designee, with full powers of substitution, to act
as attorneys and proxies for the undersigned, to vote all shares of Common Stock
of the Company which the undersigned is entitled to vote at the Special Meeting
of Shareholders (the "Meeting"), to be held at the Company's office located at
226 Landis Avenue, Vineland, New Jersey, on August 25, 1998, at 3:00 p.m. and at
any and all adjournments thereof, in the following manner:
FOR AGAINST ABSTAIN
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1. Approve and adopt an amendment to the Amended
and Restated Certificate of Incorporation |_| |_| |_|
to increase the number of authorized shares
of the Company's common stock, par value $1.00
per share, from 10,000,000 shares to 25,000,000 shares.
In their discretion, such attorneys and proxies are authorized to vote
on any other business that may properly come before the meeting or any
adjournments thereof.
Note: Executing this proxy permits such attorneys and proxies to vote, in their
discretion, upon such other business as may properly come before the Meeting or
any adjournments thereof.
The Board of Directors recommends a vote "FOR" the above listed
proposal.
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THIS PROXY WILL BE VOTED AS DIRECTED, BUT IF NO INSTRUCTIONS ARE SPECIFIED, THIS
SIGNED PROXY WILL BE VOTED FOR THE PROPOSAL STATED. IF ANY OTHER BUSINESS IS
PRESENTED AT SUCH MEETING, THIS PROXY WILL BE VOTED BY THOSE NAMED IN THIS PROXY
IN THEIR BEST JUDGMENT. AT THE PRESENT TIME, THE BOARD OF DIRECTORS KNOWS OF NO
OTHER BUSINESS TO BE PRESENTED AT THE MEETING.
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THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned acknowledges receipt from the Company prior to the
execution of this proxy of a Notice of Special Meeting of Shareholders and a
Proxy Statement dated August 6, 1998.
Dated: , 1998
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PRINT NAME OF SHAREHOLDER PRINT NAME OF SHAREHOLDER
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SIGNATURE OF SHAREHOLDER SIGNATURE OF SHAREHOLDER
Please sign exactly as your name appears on this proxy. When signing as
attorney, executor, administrator, trustee, or guardian, please give your full
title. If shares are held jointly, each holder should sign.
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PLEASE COMPLETE, SIGN, DATE, AND MAIL THIS PROXY PROMPTLY IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
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