SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Registrant's telephone number, including area code: (856) 691-7700
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:
INFORMATION TO BE INCLUDED IN REPORT
Section 1 – Registrant’s Business and Operations
Item 1.01 Entry Into a Material Definitive Agreement.
On April 11, 2011, Sun Bancorp, Inc. (the “Company”) entered into three 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”) and (iii) Bernard A. Brown, Sidney R. Brown, Jeffrey S. Brown, Anne E. Koons, NFI Interactive Logistics, LLC, and National Freight, Inc. (the “Brown Family”), to issue and sell an aggregate of 3,802,131 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 (which represented the public offering price in the Company’s recently completed public offering of $3.00 per share less the underwriting discount of $0.15 per share), resulting in aggregate proceeds, before expenses, of $10,836,073.35. 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 and 10.3, 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 April 11, 2011, the Company sold in a private placement an aggregate of 3,802,131 shares of its Common Stock resulting in aggregate proceeds, before expenses, of $10,836,073.35.
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.
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.