As filed with the Securities and Exchange Commission on August 1, 1997.
Registration No. 333-_______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
SUN BANCORP, INC.
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(Exact name of registrant as specified in its charter)
New Jersey 52-1382541
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
226 Landis Avenue
Vineland, New Jersey 08360
(609) 691-7700
--------------
(Address of principal executive offices)
Sun Bancorp, Inc.
Employee Stock Purchase Plan
and the
Sun Bancorp, Inc.
Directors Stock Purchase Plan
-----------------------------
(Full Title of the Plans)
Richard Fisch, Esq.
Malizia, Spidi, Sloane & Fisch, P.C.
1301 K Street, N.W., Suite 700 East
Washington, D.C. 20005
(202) 434-4660
--------------
(Name, address and telephone number of agent for service)
CALCULATION OF REGISTRATION FEE
================================================================================
Title of Amount Proposed Maxi- Proposed Maxi- Amount of
Securities to to be mum Offering mum Aggregate Registration
be Registered Registered Price Per Share Offering Price(3) Fee (3)(4)
- --------------------------------------------------------------------------------
Common Stock
$1.00 par value 97,250 (1)(2) (3) $2,248,906 $681.42
================================================================================
(1) The maximum number of shares of common stock issuable upon exercise of
options granted or to be granted under the Sun Bancorp, Inc. Employee Stock
Purchase Plan ("Employee Plan") consists of 80,000 shares, and the maximum
number of shares of common stock issuable upon exercise of options granted or to
be granted under the Sun Bancorp, Inc. Directors Stock Purchase Plan ("Directors
Plan") consists of 17,250 shares, which shares are being registered under this
Registration Statement and for which a registration fee is being paid. In
addition, pursuant to Rule 416(c) and the Securities Act of 1933, this
registration statement also covers an indeterminate amount of participant
interests to be offered or sold pursuant to the Employee Plan and the Directors
Plan described herein.
(2) Under Rule 462 of the Securities Act of 1933, as amended ("1933 Act"), the
Registration Statement on Form S-8 shall be effective upon filing with the
Commission.
<PAGE>
(3) Under Rule 457(h) of the 1933 Act, the registration fee may be calculated,
inter alia, based upon the average of the closing bid and ask prices as of a
specified date within 5 business days of the filing in accordance with Rule
457(c) of the 1933 Act. The 97,250 shares of Common Stock being registered
hereby which are not presently subject to options are being registered based
upon the average of the closing bid and ask prices of the common stock of Sun
Bancorp, Inc. as reported on the NASDAQ Small-Cap Market on July 25, 1997, of
$23.125 per share ($2,248,906 in the aggregate).
(4) Pursuant to Rule 457(h)(2) under the 1933 Act, no additional fee is required
with respect to the interests of participants under the Plan.
This Registration Statement shall become effective automatically upon the date
of filing, in accordance with Section 8(a) of the Securities Act of 1933, as
amended.
<PAGE>
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.**
PROSPECTUS
- ----------
80,000 Shares of Common Stock
---------------------
SUN BANCORP, INC.
COMMON STOCK
(Par Value $1.00 Per Share)
---------------------
ISSUABLE IN CONNECTION WITH THE
SUN BANCORP, INC.
EMPLOYEE STOCK PURCHASE PLAN
---------------------
This Prospectus covers 80,000 shares of common stock, par value $1.00
per share (the "Common Stock"), of Sun Bancorp, Inc. (the "Company") which may
be issued from time to time by the Company to holders of Options granted or to
be granted by the Company to selected employees of the Company and any
subsidiary of the Company pursuant to the Sun Bancorp, Inc. Employee Stock
Purchase Plan (the "Plan") and interests of participants thereunder. Holders of
options granted or to be granted under the Plan (the "Options") are referred to
herein as "Participants." Each offer made under the Plan pursuant to this
Prospectus is made at the price and on the terms and conditions contained in the
Authorization Form entered into between the Company and each Participant.
This Prospectus is for use as of the date hereof and in subsequent
years. Information which is likely to change from year to year will be included
in appendices to this Prospectus.
The issued and outstanding Common Stock of the Company is traded on the
Nasdaq Small-Cap Market, under the symbol "SNBC". Shares of Common Stock which
may be issued upon exercise of Options granted or to be granted under the Plan,
will also be traded on the Nasdaq Small-Cap Market. On July 25, 1997, the
average of the closing bid and ask prices of the Common Stock in the NASDAQ
Small-Cap Market was $23.125 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is August 1, 1997
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
Sun Bancorp, Inc.
Employee Stock Purchase Plan
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Plan Information........................................................................ 1
Administration.................................................................................. 1
Purpose......................................................................................... 2
Securities to be Offered........................................................................ 2
Eligibility to Participate in Plan.............................................................. 2
Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered.............................................................. 2
Term of the Plan......................................................................... 2
Authorization Form....................................................................... 2
Option Price............................................................................. 3
Limitations on the Grant of Options...................................................... 3
Option Period............................................................................ 3
Non-transferability...................................................................... 3
Payment for Options...................................................................... 3
Fees and Expenses........................................................................ 4
Issuance of Common Stock................................................................. 5
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions......................................................... 5
Amendment and Termination of Plan............................................................... 5
Withdrawal from Participation................................................................... 6
Voting Rights of Common Stock Purchased......................................................... 6
Cash Dividends.................................................................................. 7
Restrictions on Resale.......................................................................... 7
Participation by Executive Officers............................................................. 7
Federal Income Tax Consequences................................................................. 8
Reports to Participants......................................................................... 9
Additional Information.......................................................................... 9
Annual Report to Shareholders................................................................... 9
Legal Opinion................................................................................... 9
Appendix A...................................................................................... A-1
Authorization Form
</TABLE>
<PAGE>
Sun Bancorp, Inc.
Employee Stock Purchase Plan
General Plan Information
- ------------------------
This Prospectus relates to 80,000 shares of the Common Stock, par value
$1.00 per share ("Common Stock"), of Sun Bancorp, Inc. (the "Company"), which
will be offered upon exercise of options granted or to be granted under the Sun
Bancorp, Inc. Employee Stock Purchase Plan ("Plan") and interests of
participants under the Plan. Pursuant to the Plan, 80,000 shares are reserved
for issuance by the Company upon exercise of Options granted to employees of the
Company and any parent and subsidiary corporations.
The Plan is to continue in effect, until the shares authorized
hereunder have been distributed, unless earlier terminated or extended by the
Company.
The Plan will not be qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended ("Code") and it is exempt from the provisions
of the Employee Retirement Income Security Act of 1974, as amended.
The statements herein concerning the terms and provisions of the Plan
are summaries and do not purport to be complete. All such statements are
qualified in their entirety by reference to the full text of the Plan as filed
as Exhibit 4.1 to the Registration Statement of which this Prospectus is a part.
Additional updating and other information with respect to the Plan and
the Common Stock offered hereby may be provided in the future to holders of
Options by means of one or more supplements to this Prospectus. Additional
information about the Plan, plan administration and the Company may be obtained
at the Company's principal offices, which are located at 226 Landis Avenue,
Vineland, New Jersey 08360. Its telephone number is (609) 691-7700.
Administration
The Company will serve as the Plan Administrator ("Plan Administrator")
to administer the Plan and make purchases of Common Stock as agent for the
Participants. The Board of Directors of the Company ("Board of Directors") has
the authority to make changes in the Plan and to appoint or to remove the Plan
Administrator, at any time. Until changed by further notice, any notices or
communications to the Plan should be directed to the Plan Administrator,
Employee Stock Purchase Plan, c/o Human Resources Department, Sun Bancorp, Inc.,
226 Landis Avenue, Vineland, New Jersey 08360.
If an employee decides to participate in the Plan, the Plan
Administrator will keep a continuous record of his/her participation and send
him/her a statement of his/her account under the Plan for each calendar month in
which a purchase of Common Stock under his/her Plan account occurs. The Plan
Administrator will also hold and act as custodian of shares purchased under the
Plan. Certificates for shares purchased under the Plan will be held by the Plan
Administrator. The number of shares credited to a Participant's account under
the Plan will be shown on his/her statement of account. However, certificates
for whole shares credited to a Participant's account under the Plan will be
issued to him/her
1
<PAGE>
upon his/her written request to the Plan Administrator, at the address set forth
above. Certificates for fractional share interests will not be issued.
The Plan Administrator reserves the right to interpret the provisions
of the Plan. The Plan Administrator may establish such procedures and make such
other provisions for the administration and operation of the Plan as it deems
appropriate to give effect to the Plan's purpose. The Plan Administrator may
rely on the authority and correctness of written instructions received from the
Company and Participants in administering the Plan.
Purpose
The Plan offers a convenient and economical way for its employees to
commence or to increase their ownership of shares of the Common Stock. Once an
employee is enrolled as a Participant in the Plan, payroll deductions will be
made and such funds will be used to purchase Common Stock under the terms of the
Plan. Participation in the Plan is strictly voluntary by the employee, and the
employee will pay 95% of the purchase price of the Common Stock purchased under
the Plan. The Participant pays no brokerage commissions or service charges for
purchases made under the Plan. Any such charges will be paid by the Company.
Securities to be Offered
The aggregate number of shares of the Common Stock which may be issued
pursuant to Options granted or to be granted under the Plan are 80,000 shares,
subject to certain adjustments for changes in the capital structure of the
Company, as described below. See "Recapitalization, Merger, Consolidation,
Change in Control and Similar Transactions".
Eligibility to Participate in Plan
As of August 1, 1997, the effective date of the Plan, all employees of
the Company and its subsidiaries that, along with the Company, is a member of a
controlled group of corporations (as defined in section 1563 of the Internal
Revenue Code of 1986, as amended (the "Code")), are eligible to participate in
the Plan.
An eligible employee may join the Plan by completing the Authorization
Form provided by the Plan Administrator and returning it to the Plan
Administrator. Authorization Forms will be furnished to eligible employees at
any time upon request to the Company. An eligible employee may join the Plan at
any time to become effective as of the first full payroll period of any calendar
quarter after the employee's request is received by the Plan Administrator (the
"Enrollment Date").
Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
Term of the Plan. The Plan became effective on August 1, 1997, and
unless previously terminated, the Plan shall continue in effect until the total
of 80,000 shares of Common Stock reserved for issuance under the Plan have been
purchased, after which time no further awards may be granted.
Authorization Forms. The Options granted under the Plan are evidenced
by the Authorization Form (the "Authorization Form") as contained at Appendix A
and as filed as Exhibit 4.2 to the Registration Statement of which this
Prospectus is a part.
2
<PAGE>
Option Price. A Participant shall be granted an option to purchase
Common Stock as of the last business day of each calendar month ("Option Grant
Date") at an option exercise price equal to 95% of the average purchase price of
the Common Stock purchased during the Investment Period immediately following
the Option Grant Date. Any fraction of a cent will be rounded to the nearest
cent. Options granted hereunder shall be nontransferable.
Limitations on Grant of Options. No Participant shall be granted an
Option under the Plan which permits his or her rights to purchase stock under
all employee stock purchase plans (as defined in Section 423 of the Code) of the
Company and any parent or subsidiary of the Company to accrue at a rate which
exceeds $25,000 of Fair Market Value of such stock (determined at the time of
the grant of such Option) for each calendar year in which such Option is
outstanding at any time. No Participant shall be granted an Option under the
Plan if, immediately after the Option was granted, the Participant would own
stock possessing five percent or more of the total combined voting power or
value of all classes of stock of the Company or of any parent or Subsidiary of
the Company. For purposes of this Section, stock ownership of an individual
shall be determined under the rules of Section 424(d) of the Code and stock
which the Participant may purchase under outstanding options shall be treated as
stock owned by the Participant.
Option Period. The decision by a Participant to participate in the Plan
and to exercise an Option to purchase stock during subsequent Investment
Periods, or to suspend payroll deduction and not to exercise such options, may
be changed by a Participant to be effective as of the first full pay period of
the next calendar quarter (i.e., January 1, April 1, July 1 and October 1).
Non-transferability. No Option may be transferred, assigned, pledged,
or hypothecated (whether by operation of law or otherwise), and no Option shall
be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of an Option,
or levy of attachment or similar process upon the Option not specifically
permitted herein shall be null and void and without effect.
Payment for Options. The Authorization Form directs the Company to pay
to the Plan Administrator the amount withheld from the Participant's paycheck
through regular payroll deductions. The Authorization Form also directs the Plan
Administrator to use these payments for the purchase of shares of Common Stock
of the Company in the open-market, or directly from the Company. Participant
contributions to the Plan may only be made through payroll deduction.
After an Authorization Form has been received by the Plan Administrator
and the authority for the payroll deductions has been noted on the Company's
payroll records, the Company will withhold from a Participant's paycheck the
amount authorized by the Participant. Such withholding will be made from each
paycheck beginning with the first full pay period on or after the Enrollment
Date. The amounts withheld from all Participants' paychecks will be pooled and
forwarded to the Plan Administrator to buy shares of Common Stock for the
accounts of all Participants under the Plan not less than monthly prior to the
next "Investment Period". The "Investment Period" shall consist of the calendar
month following each receipt of funds by the Plan Administrator, during which
such funds are invested by the Plan Administrator in Common Stock of the
Company. To the extent administratively feasible, such funds shall be invested
on the first business day of each Investment Period, or as soon as practical
thereafter. No interest will be paid by the Company or the Plan Administrator on
amounts held on behalf of a Participant awaiting investment.
3
<PAGE>
The payroll deduction authorizations are effective for an indefinite
period of time, until revoked by the Participant upon timely notice to the Plan
Administrator, until the total shares purchased under the Plan equals the total
shares of Common Stock authorized under the Plan or the Plan is terminated by
the Company, whichever is earlier. The Participant will specify on the
Authorization Form the amount to be withheld from each paycheck. Deductions may
be authorized in even multiples of $5.00 from a minimum of $10.00 to a maximum
of $985 for each Company payroll period (not to exceed $23,750 per calendar
year); provided further that such amounts are subject to reduction so that the
aggregate sum of such deductions for each Participant plus cash dividends
credited to each Participant's account shall not exceed the limitations of
$25,000 per year of stock purchases under the Plan. No interest will be paid on
payroll deduction amounts awaiting investment.
The amount of a Participant's payroll deductions can be revised,
changed or terminated by the Participant at any time by timely written notice to
the Plan Administrator. An Authorization Form should be used for these purposes.
Commencement, revision, or termination of deductions will become effective as of
the first full payroll cycle commencing following each January 1, April 1, July
1 or October 1 after an employee's request is received by the Plan
Administrator.
During each Investment Period, accumulated payroll deductions from all
Participants will be pooled and used to purchase shares of Common Stock in the
open-market, or otherwise, for the accounts of the Participants. The Company
shall transmit sufficient funds to the Plan Administrator in addition to
accumulated payroll deductions necessary to permit the Plan Administrator to
purchase Common Stock during each Investment Period without regard to any
purchase price discounts in accordance with the Plan. The maximum number of
whole shares will be purchased. Any payroll deductions remaining after purchase
of such maximum number of whole shares will be retained and applied to the
purchase of shares during the next Investment Period. Each Participant's account
will be credited with his/her pro rata share (computed to four decimal places)
of the shares purchased and any additional payroll deductions which have been
accumulated. The number of shares credited to each Participant's account will
depend upon the amount of the Participant's payroll deductions and the option
exercise price as determined as provided under the heading "Option Price."
The Company and the Plan Administrator in administering the Plan will
not be liable for any act done in good faith or for the good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such Participant's death or
judicially declared incompetency prior to receipt by the Plan Administrator of
timely notice in writing of such death or incompetency or with respect to the
prices at which shares are purchased for the Participant's account, and the
times when such purchases are made, or with respect to any loss or fluctuation
in the market value after purchase of shares of Common Stock.
A Participant's investment in shares acquired under the Plan is not
different from direct investment in shares of Common Stock of the Company,
except to the extent that the purchase price of such Common Stock paid by the
Participant shall be equal to 95% of the actual purchase price of such Common
Stock by the Plan Administrator and that an investment election decision will
not be effective until the first of the next calendar quarter. The Participant
bears the risk of loss and realizes the benefits of any gain from market price
changes with respect to all such shares of Common Stock held by him/her in the
Plan, or otherwise.
Fees and Expenses. Participants will incur no brokerage commissions or
service charges for purchases of Common Stock made under the Plan. Certain
charges as described under the heading
4
<PAGE>
"Withdrawal" may be incurred upon a Participant's withdrawal from the Plan or
upon termination of the Plan. The Plan Administrator may deduct expenses from
the Plan to the extent that such expenses have not been paid directly by the
Company; provided that not less than 15 days written notice of such intent to
make such deductions is furnished to the Company.
Issuance of Common Stock. Shares issued to Participants upon exercise
of Options shall be either newly issued shares of the Company or shares
purchased in the open market, at the Company's discretion. In either case, the
participant shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price in accordance with the Plan. Cash proceeds
from the sale of Common Stock newly issued pursuant to the exercise of Options
will be added to the general funds of the Company to be used for general
corporate purposes. Shares of Common Stock shall not be issued with respect to
any Option granted under the Plan unless the issuance and delivery of such
Common Stock shall comply with all relevant provisions of law, including,
without limitation, the Securities Act of 1933, as amended, the rules and
regulations promulgated thereunder, any applicable state securities law, and the
requirements of any stock exchange upon which the Common Stock may then be
listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option, the Company may require the person
exercising the Option to make such representations and warranties as may be
necessary to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.
Recapitalization, Merger, Consolidation, Change in Control and Similar
Transactions
Subject to any required action by the shareholders of the Company, the
aggregate number of shares of Common Stock for which Options may be granted
under the Plan, the number of shares of Common Stock covered by each outstanding
Option, and the exercise price per share of Common Stock of each Option shall
all be proportionately adjusted for any increase or decrease in the number of
issued and outstanding shares of Common Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend on the Common Stock
or any other increase or decrease in the number of such shares of Common Stock
effected without a receipt of consideration by the Company.
Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company in which the Company is not the surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.
Amendment and Termination of Plan
Although the Company intends to continue the Plan until the total
number of shares authorized under the Plan shall have been purchased by
Participants, the Company reserves the right to suspend, modify or terminate the
Plan at any time. Any such suspension, modification or termination shall not
affect a Participant's right to receive shares of Common Stock already purchased
for him/her (except that the Company may take any action necessary to comply
with applicable law). Upon the termination of the Plan, the Company shall return
to Participants any uninvested accumulated payroll deductions as soon as
practicable.
5
<PAGE>
Withdrawal from Participation
A Participant may withdraw from the Plan at any time to be effective as
of the first day of any calendar quarter (January 1, April 1, July 1 and October
1). Upon termination of employment with the Company, participation under the
Plan shall immediately cease and no unexercised options to purchase Common Stock
under the Plan shall be deemed exercisable. Termination of employment shall
include termination as a result of death or disability of the Participant.
To withdraw from the Plan, a Participant must notify the Plan
Administrator in writing of his/her withdrawal. In the event a Participant
withdraws, or in the event of the termination of the Plan, certificates for
whole shares credited to the account of the withdrawing Participant, or all
Participants in the case of a termination of the Plan, will be delivered by the
Plan Administrator and a cash payment will be made for the sale price (less
brokerage commission and transfer taxes, if any) of any fractional share
interests and any additional payroll deductions credited to the account of the
withdrawing Participant, or all Participants in the case of a termination of the
Plan. The Plan Administrator may establish such equitable arrangements for the
sale of fractional share interests as it shall deem appropriate. As an
alternative to receiving certificates for whole shares, a Participant may
request the Plan Administrator to sell such shares to be distributed under the
Plan. The proceeds from the sale of such shares, less any brokerage commissions
and any transfer taxes, will be remitted to the Participant. The Plan
Administrator may accumulate requests to sell Common Stock under the Plan and
sale transactions, if necessary, will occur in the subsequent Investment Period
from which they are received, as determined by the Plan Administrator.
Alternatively, Common Stock directed for sale during an Investment Period in
which there is also a request to purchase Common Stock during such Investment
Period may be matched by the Plan Administrator for the benefit of Plan
Participants (both sellers and purchasers) without the need to execute such
transaction on the national securities exchange in which such Common Stock
trades. The trade price on such matched transactions will be deemed to equal the
average purchase price paid by the Plan Administrator for all other Common Stock
purchased by the Plan Administrator under the Plan during that Investment
Period.
If a request by a Participant to withdraw from the Plan is received by
the Plan Administrator prior to the first day of any calendar quarter, the
amount of the payroll deductions scheduled to be invested during the next
Investment Period will not be so invested. In either event, no subsequent
payroll deductions will be made from the paychecks of the Participant, unless
he/she completes a new Authorization Form providing for such deductions.
Notwithstanding the foregoing, upon written request to the Plan
Administrator, a Participant may request the distribution of shares held under
the Plan in stock certificates of not less than 100 share increments at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash, in which case such distribution of cash will be made in
accordance with the procedures noted above, with the proceeds from the sale of
such shares, less any brokerage commissions and any taxes, if applicable, as
noted above. Such distribution of Plan shares shall not be deemed a "Withdrawal"
under the Plan.
Voting Rights of Common Stock Purchased
Each Participant will have the authority to direct the Plan
Administrator in the manner of voting the number of whole shares and fractional
shares of Common Stock held in his/her account. The Company will pay for or
reimburse the Plan Administrator for the expenses associated with solicitation
6
<PAGE>
of voting proxies and distribution of related materials performed by the Plan
Administrator. The aggregate number of remaining shares representing shares for
which no Participant voting instructions are received in a timely manner shall
not be voted by the Plan Administrator.
Cash Dividends
Cash dividends paid on shares credited to a Participant's account will
be retained in the Participant's account and invested in Common Stock as soon as
practicable following the dividend payment date. Dividend amounts payable to
Participants will be rounded to the nearest whole cent in the case of fractional
share interests. Receipt of cash dividends under the Plan shall be deemed
taxable income. See "Federal Income Tax Consequences."
Restrictions on Resale
Unless specifically included as a term and condition of any Option,
there are no restrictions on the resale of Common Stock acquired under the Plan.
Such shares of Common Stock, however, may be resold only in compliance with the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act"), and applicable state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell
shares of Common Stock purchased pursuant to the Plan only (i) in accordance
with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an
applicable current and effective registration statement under the 1933 Act,
including Form S-1 or Form S-18, but not Form S-8.
As defined in Rule 405 under the 1933 Act, an affiliate of the Company
is a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise. Therefore, each Participant should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Plan.
Participation by Executive Officers.
Participants under the Plan who are deemed to be subject to the
reporting and liability provisions of Section 16 of the Securities and Exchange
Act of 1934 ("1934 Act") and the rules and regulations promulgated thereunder
("Executive Officers") shall be subject to the following additional provisions:
a. Common Stock purchased under the Plan shall be held for a minimum
of six-months following the date of such purchase under the Plan.
b. Such Participants who suspend payroll deductions under the Plan
may not commence future participation under the Plan for at least
six-months from the date of such cessation of participation.
7
<PAGE>
Such additional limitations related to participation by Executive
Officers of the Company shall not be effective with respect to distributions
made in connection with death, retirement, disability or termination of
employment. Transactions of Common Stock under the Plan shall be reportable by
Executive Officers of the Company on Form 3, 4 or 5.
Federal Income Tax Consequences
Under present federal income tax laws, awards under the Plan will have
the following consequences:
(1)The grant of an Option to purchase stock under the Plan will not
by itself, result in the recognition of taxable income to the
Participant or entitle the Company to a deduction at the time of such
grant.
(2) The exercise of an Option generally will not, by itself, result
in the recognition of taxable income to the Participant or entitle the
Company to a deduction at the time of such exercise. Provided that the
Participant held such shares received under the Plan for at least one
year after acquisition of the shares or two years after the grant of
the Option, whichever is later, the Participant will recognize taxable
income upon sale of such Common Stock as follows:
a) with respect to the 5% purchase discount, the
difference between the amount paid by the
Participant for such Common Stock (the option
exercise price) and the Plan purchase price of the
Common Stock will be taxable as ordinary income upon
the sale of the Common Stock;
b) the Participant will recognize capital gain upon the
sale of the Common Stock received upon the exercise
of Options to purchase such stock under the Plan, to
the extent that the sale price of such Common Stock
exceeds the Plan purchase price of such Common
Stock;
c) if the sale price of such Common Stock is below the
Plan purchase price of such Common Stock, the
Participant shall recognize a long-term capital loss
upon the sale of such Common Stock.
(3)The sale of the Common Stock acquired within two years of the
Date of Grant of such Option or one year of such acquisition, whichever
is later, will result in the recognition of ordinary income by the
Participant on the date of sale in an amount equal to the difference
between the exercise price of such Option (i.e., 95% of the market
price of the stock purchased) and the sale proceeds of such Common
Stock.
(4)Receipt of cash dividends on stock held under the Plan will
result in taxable income to the Participant in the year received
without regard to the reinvestment of such dividends for the purchase
of additional Common Stock under the Plan.
The foregoing provides a general summary of the federal income tax
consequences applicable to participation under the Plan. Each Participant is
urged to consult his or her own tax advisor for information regarding federal
and state tax consequences applicable to them.
8
<PAGE>
Reports to Participants
Each Participant will receive a statement of his/her account not less
than four times per year. Upon written request, a Participant may receive an
account statement for each calendar month in which he/she purchases Common Stock
under the Plan. Participants will also receive communications sent by the
Company to other stockholders, including the Annual Report of the Company, and
its Notice of Annual Meeting and Proxy Statement. Participants will receive
information necessary for reporting income realized by them under the Plan to
the Internal Revenue Service. Any person wishing to receive a copy of such
Annual Report may obtain a copy by writing the Company at the address set forth
below under "Additional Information."
Additional Information
Additional updating information with respect to the Common Stock and
the Plan covered herein may be provided in the future to participants under the
Plan by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to participants as to their participation in the Plan will be
determined by the Plan Administrator and the Company.
The Company upon written or oral request, will provide, without charge
to participants, a copy of its latest Annual Report to Stockholders (when
available) and a copy of any and all of the documents that have been
incorporated by reference in Item 3 of Part II of the Registration Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be delivered to Plan participants as specified in Item 9 of Part II
of the Registration statement are available upon request. Any such request can
be oral or in writing and should be addressed to the Corporate Secretary, 226
Landis Avenue, Vineland, New Jersey 08360. Its telephone number is (609)
691-7700.
Annual Report to Shareholders
The Company's financial statements for the period ended December 31,
1996, as contained in the Company's Form 10-K are incorporated by reference in
the Registration Statement to which this Prospectus is a part. In the future,
the Company's latest Annual Report to Stockholders, including financial
statements, will be mailed to all stockholders of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to Stockholders may obtain a copy by writing the Company at the address
set forth below under "Additional Information."
Legal Opinion
The validity of the Common Stock offered hereby will be passed upon for
the Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.
9
<PAGE>
APPENDIX A
Sun Bancorp, Inc.
Employee Stock Purchase Plan
Payroll Deduction Authorization Form
------------------------------------
A. |_| I hereby authorize Sun Bancorp, Inc. to deduct $_____________ from
each paycheck (minimum of $10, in increments of $5, not to exceed $985
per paycheck) beginning on ____________ (or as soon as
administratively feasible) and continuing thereafter until otherwise
notified. Such amounts shall be paid monthly on my behalf to Sun
Bancorp, Inc. as the Plan Administrator of the Sun Bancorp, Inc.
Employee Stock Purchase Plan (the "Plan") at the address noted below,
for the exercise of options to purchase Sun Bancorp, Inc. Common Stock
in the open-market or directly from the Company for my Plan account
maintained by the Plan Administrator in accordance with the terms of
the Plan. Such Options to purchase Common Stock under the Plan shall
be deemed exercised by me, unless I shall deliver written notice to
the Plan Administrator not less than 5 days before the next January 1,
April 1, July 1 or October 1, whichever is earlier, not to exercise
such Options on my behalf.
B. |_| I hereby request the delivery of _____ shares of Common Stock held in
my account under the Plan.
C. |_| I hereby request that _____ shares of Common Stock held in may account
under the Plan be distributed to me in the form of cash as provided
under the Plan.
D. |_| I hereby request that my participation under the Plan cease as soon as
administratively feasible.
E. |_| I hereby waive participation in the Plan at this time.
A-1
<PAGE>
I understand that all such transactions by the Plan Administrator
on my behalf shall be made subject to the Plan's terms and
conditions. I understand that I can terminate this authorization
for payroll deduction at any time with not less than 5 days
written notice prior to the next January 1, July 1, April 1, or
October 1, to the Plan Administrator at the address noted below.
Further, I hereby acknowledge receipt of a copy of the Prospectus
related to participation under the Plan and understand that my
election to participate in this Plan is completely voluntary on my
part.
-------------------------------------------
Employee, Legal Name (Please print or type)
-------------------------------------------
Employee Signature Date
-------------------------------------------
Employee Social Security Number
Signed forms should be delivered to:
Plan Administrator,
Sun Bancorp, Inc.
Employee Stock Purchase Plan,
c/o Human Resources Department,
Sun Bancorp, Inc.
226 Landis Avenue
Vineland, New Jersey 08360
================================================================================
Plan Administrator:
- ------------------- ---------------------------------------------
Payroll deductions to begin:
- ---------------------------- ---------------------------------------------
A-2
<PAGE>
** THIS DOCUMENT CONSTITUTES THE PROSPECTUS COVERING SECURITIES
THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED.**
PROSPECTUS
- ----------
17,250 Shares of Common Stock
----------------------
SUN BANCORP, INC.
COMMON STOCK
(Par Value $1.00 Per Share)
----------------------
ISSUABLE IN CONNECTION WITH THE
SUN BANCORP, INC.
DIRECTORS STOCK PURCHASE PLAN
----------------------
This Prospectus covers 17,250 shares of common stock, par value $1.00
per share (the "Common Stock"), of Sun Bancorp, Inc. (the "Company") which may
be issued from time to time by the Company to holders of Options granted or to
be granted by the Company to directors and advisory directors of the Company and
any subsidiary of the Company pursuant to the Sun Bancorp, Inc. Directors Stock
Purchase Plan (the "Plan") and interests of participants thereunder. Holders of
options granted or to be granted under the Plan (the "Options") are referred to
herein as "Participants." Each offer made under the Plan pursuant to this
Prospectus is made at the price and on the terms and conditions contained in the
Authorization Form entered into between the Company and each Participant.
This Prospectus is for use as of the date hereof and in subsequent
years. Information which is likely to change from year to year will be included
in appendices to this Prospectus.
The issued and outstanding Common Stock of the Company is traded on the
Nasdaq Small-Cap Market, under the symbol "SNBC". Shares of Common Stock which
may be issued upon exercise of Options granted or to be granted under the Plan,
will also be traded on the Nasdaq Small-Cap Market. On July 25, 1997, the
average of the closing bid and ask prices of the Common Stock in the NASDAQ
Small-Cap Market was $23.125 per share.
- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION, NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
The date of this Prospectus is August 1, 1997
<PAGE>
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and, if given or made, such
information or representation must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any securities other than the Common Stock
offered by this Prospectus or an offer to sell or a solicitation of an offer to
buy such Common Stock in any jurisdiction to any person to whom it is unlawful
to make such offer or solicitation in such jurisdiction. Neither the delivery of
this Prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that there has been no change in the affairs of the
Company or that the information contained herein is correct as of any time
subsequent to the date hereof.
<PAGE>
TABLE OF CONTENTS
Sun Bancorp, Inc.
Directors Stock Purchase Plan
<TABLE>
<CAPTION>
Page
----
<S> <C>
General Plan Information........................................................................ 1
Administration.................................................................................. 1
Purpose......................................................................................... 2
Securities to be Offered........................................................................ 2
Eligibility to Participate in Plan.............................................................. 2
Purchases of Securities Pursuant to the Plan
and Payment for Securities Offered.............................................................. 2
Term of the Plan......................................................................... 2
Authorization Form....................................................................... 2
Option Price............................................................................. 3
Limitations on the Grant of Options...................................................... 3
Option Period............................................................................ 3
Non-transferability...................................................................... 3
Payment for Options...................................................................... 3
Fees and Expenses........................................................................ 4
Issuance of Common Stock................................................................. 4
Recapitalization, Merger, Consolidation, Change in
Control and Similar Transactions......................................................... 5
Amendment and Termination of Plan............................................................... 5
Withdrawal from Participation................................................................... 5
Voting Rights of Common Stock Purchased......................................................... 6
Cash Dividends.................................................................................. 6
Restrictions on Resale.......................................................................... 7
Limitations on Participation ................................................................... 7
Federal Income Tax Consequences................................................................. 7
Reports to Participants......................................................................... 8
Additional Information.......................................................................... 8
Annual Report to Shareholders................................................................... 9
Legal Opinion................................................................................... 9
Appendix A...................................................................................... A-1
Authorization Form
</TABLE>
<PAGE>
Sun Bancorp, Inc.
Directors Stock Purchase Plan
General Plan Information
- ------------------------
This Prospectus relates to 17,250 shares of the Common Stock, par value
$1.00 per share ("Common Stock"), of Sun Bancorp, Inc. (the "Company"), which
will be offered upon exercise of options granted or to be granted under the Sun
Bancorp, Inc. Directors Stock Purchase Plan ("Plan") and interests of
participants under the Plan. Pursuant to the Plan, 17,250 shares are reserved
for issuance by the Company upon exercise of Options granted to directors and
advisory directors of the Company and any parent and subsidiary corporations.
The Plan is to continue in effect, until the shares authorized
hereunder have been distributed, unless earlier terminated or extended by the
Company.
The Plan will not be qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended ("Code") and it is exempt from the provisions
of the Employee Retirement Income Security Act of 1974, as amended.
The statements herein concerning the terms and provisions of the Plan
are summaries and do not purport to be complete. All such statements are
qualified in their entirety by reference to the full text of the Plan as filed
as Exhibit 4.3 to the Registration Statement of which this Prospectus is a part.
Additional updating and other information with respect to the Plan and
the Common Stock offered hereby may be provided in the future to holders of
Options by means of one or more supplements to this Prospectus. Additional
information about the Plan, plan administration and the Company may be obtained
at the Company's principal offices, which are located at 226 Landis Avenue,
Vineland, New Jersey 08360. Its telephone number is (609) 691-7700.
Administration
The Company will serve as the Plan Administrator ("Plan Administrator")
to administer the Plan and make purchases of Common Stock as agent for the
Participants. The Board of Directors of the Company ("Board of Directors") has
the authority to make changes in the Plan and to appoint or to remove the Plan
Administrator, at any time. Until changed by further notice, any notices or
communications to the Plan should be directed to the Plan Administrator,
Directors Stock Purchase Plan, c/o Human Resources Department, Sun Bancorp,
Inc., 226 Landis Avenue, Vineland, New Jersey 08360.
The Plan Administrator will keep a continuous record of each
participant's participation and send him/her a statement of his/her account
under the Plan for each calendar month in which a purchase of Common Stock under
his/her Plan account occurs. The Plan Administrator will also hold and act as
custodian of shares purchased under the Plan. Certificates for shares purchased
under the Plan will be held by the Plan Administrator. The number of shares
credited to a Participant's account under the Plan will be shown on his/her
statement of account. However, certificates for whole shares credited to a
Participant's account under the Plan will be issued to him/her upon his/her
written request to the Plan Administrator, at the address set forth above.
Certificates for fractional share interests will not be issued.
1
<PAGE>
The Plan Administrator reserves the right to interpret the provisions
of the Plan. The Plan Administrator may establish such procedures and make such
other provisions for the administration and operation of the Plan as it deems
appropriate to give effect to the Plan's purpose. The Plan Administrator may
rely on the authority and correctness of written instructions received from the
Company and Participants in administering the Plan.
Purpose
The Plan offers a convenient and economical way for its directors and
advisory directors to increase their ownership of shares of the Common Stock.
Once a director or advisory director of the Company or Sun National Bank is
enrolled as a Participant in the Plan, contributions of up to $2,000 per month
may be made to the Plan and such funds will be used to purchase Common Stock
under the terms of the Plan. Participation in the Plan is strictly voluntary,
and the Participant will pay 95% of the purchase price of the Common Stock
purchased under the Plan. The Participant pays no brokerage commissions or
service charges for purchases made under the Plan. Any such charges will be paid
by the Company.
Securities to be Offered
The aggregate number of shares of the Common Stock which may be issued
pursuant to Options granted or to be granted under the Plan are 17,250 shares,
subject to certain adjustments for changes in the capital structure of the
Company, as described below. See "Recapitalization, Merger, Consolidation,
Change in Control and Similar Transactions".
Eligibility to Participate in Plan
As of August 1, 1997, the effective date of the Plan, all directors and
advisory directors of the Company and its subsidiaries that, along with the
Company, is a member of a controlled group of corporations (as defined in
section 1563 of the Internal Revenue Code of 1986, as amended (the "Code")), are
eligible to participate in the Plan.
An eligible director or advisory director may join the Plan by
completing the Authorization Form provided by the Plan Administrator and
returning it to the Plan Administrator at the address noted at Section 2 herein.
Authorization Forms will be furnished to eligible directors and advisory
directors at any time upon request to the Company. An eligible director or
advisory director may join the Plan at any time to become effective as of the
first day of the next calendar month after the request is received by the Plan
Administrator (the "Enrollment Date").
Purchases of Securities Pursuant to the Plan and Payment for Securities Offered
Term of the Plan. The Plan became effective on August 1, 1997, and
unless previously terminated, the Plan shall continue in effect until the total
of 17,250 shares of Common Stock reserved for issuance under the Plan have been
purchased, after which time no further awards may be granted.
Authorization Forms. The Options granted under the Plan are evidenced
by the Authorization Form (the "Authorization Form") as contained at Appendix A
and as filed as Exhibit 4.4 to the Registration Statement of which this
Prospectus is a part.
2
<PAGE>
Option Price. A Participant shall be granted an option to purchase
Common Stock as of the last business day of each calendar month ("Option Grant
Date") at an option exercise price equal to 95% of the average purchase price of
the Common Stock purchased during the Investment Period immediately following
the Option Grant Date. Any fraction of a cent will be rounded to the nearest
cent. Options granted hereunder shall be nontransferable.
Limitations on Grant of Options. Notwithstanding any other provisions
of the Plan, no Participant shall be granted an Option under the Plan which
permits his or her rights to purchase stock under the Plan at a rate which
exceeds $25,000 of Fair Market Value of such stock (determined at the time of
the grant of such Option) for each calendar year. Any Option granted under the
Plan shall be deemed to be modified to the extent necessary to satisfy this
Section.
Option Period. The decision by a Participant to participate in the Plan
and to exercise an Option to purchase stock during subsequent Investment
Periods, or to suspend participation and not to exercise such options, may be
changed by a Participant to be effective as of the first day of the next
calendar quarter (i.e., January 1, April 1, July 1 and October 1).
Non-transferability. No Option may be transferred, assigned, pledged,
or hypothecated (whether by operation of law or otherwise), and no Option shall
be subject to execution, attachment or similar process. Any attempted
assignment, transfer, pledge, hypothecation or other disposition of an Option,
or levy of attachment or similar process upon the Option not specifically
permitted herein shall be null and void and without effect.
Payment for Options. The Authorization Form directs the Company to pay
to the Plan Administrator the amount contributed from the Participant's. The
Authorization Form also directs the Plan Administrator to use these payments for
the purchase of shares of Common Stock of the Company in the open-market, or
directly from the Company.
After an Authorization Form has been received by the Plan Administrator
and payment for shares has been received, such funds will be pooled and
forwarded to the Plan Administrator to buy shares of Common Stock for the
accounts of all Participants under the Plan not less than monthly prior to the
next "Investment Period". The "Investment Period" shall consist of the calendar
month following each receipt of funds by the Plan Administrator, during which
such funds are invested by the Plan Administrator in Common Stock of the
Company. To the extent administratively feasible, such funds shall be invested
on the first business day of each Investment Period, or as soon as practical
thereafter. No interest will be paid by the Company or the Plan Administrator on
amounts held on behalf of a Participant awaiting investment.
The Participant will specify on the Authorization Form the amount to be
contributed from each month. Contributions may be authorized in even multiples
of $5.00 from a minimum of $10.00 to a maximum of $2,000 per month (not to
exceed $25,000 per calendar year); provided further that such amounts are
subject to reduction so that the aggregate sum of such contributions for each
Participant plus cash dividends credited to each Participant's account shall not
exceed the limitations of $25,000 per year of stock purchases under the Plan. No
interest will be paid on contributions amounts awaiting investment.
The amount of a Participant's contributions may be revised, changed or
terminated by the Participant at any time by timely written notice to the Plan
Administrator. An Authorization Form should
3
<PAGE>
be used for these purposes. Commencement, revision, or termination of
contributions will become effective as of the first day of the following each
January 1, April 1, July 1 or October 1 after the request is received by the
Plan Administrator.
During each Investment Period, accumulated contributions from all
Participants will be pooled and used to purchase shares of Common Stock in the
open-market, or otherwise, for the accounts of the Participants. The Company
shall transmit sufficient funds to the Plan Administrator in addition to
accumulated contributions necessary to permit the Plan Administrator to purchase
Common Stock during each Investment Period without regard to any purchase price
discounts in accordance with the Plan. The maximum number of whole shares will
be purchased. Any contributions remaining after purchase of such maximum number
of whole shares will be retained and applied to the purchase of shares during
the next Investment Period. Each Participant's account will be credited with
his/her pro rata share (computed to four decimal places) of the shares purchased
and any additional contributions which have been accumulated. The number of
shares credited to each Participant's account will depend upon the amount of the
Participant's contributions and the option exercise price as determined as
provided under the heading "Option Price."
The Company and the Plan Administrator in administering the Plan will
not be liable for any act done in good faith or for the good faith omission to
act, including, without limitation, any claim of liability arising out of
failure to terminate a Participant's account upon such Participant's death or
judicially declared incompetency prior to receipt by the Plan Administrator of
timely notice in writing of such death or incompetency or with respect to the
prices at which shares are purchased for the Participant's account, and the
times when such purchases are made, or with respect to any loss or fluctuation
in the market value after purchase of shares of Common Stock.
A Participant's investment in shares acquired under the Plan is not
different from direct investment in shares of Common Stock of the Company,
except to the extent that the purchase price of such Common Stock paid by the
Participant shall be equal to 95% of the actual purchase price of such Common
Stock by the Plan Administrator and that an investment election decision will
not be effective until the first of the next calendar quarter. The Participant
bears the risk of loss and realizes the benefits of any gain from market price
changes with respect to all such shares of Common Stock held by him/her in the
Plan, or otherwise.
Fees and Expenses. Participants will incur no brokerage commissions or
service charges for purchases of Common Stock made under the Plan. Certain
charges as described under the heading "Withdrawal" may be incurred upon a
Participant's withdrawal from the Plan or upon termination of the Plan. The Plan
Administrator may deduct expenses from the Plan to the extent that such expenses
have not been paid directly by the Company; provided that not less than 15 days
written notice of such intent to make such deductions is furnished to the
Company.
Issuance of Common Stock. Shares issued to Participants upon exercise
of Options shall be either newly issued shares of the Company or shares
purchased in the open market, at the Company's discretion. In either case, the
participant shall not pay any fees, commissions or other charges for such Common
Stock other than the exercise price in accordance with the Plan. Cash proceeds
from the sale of Common Stock newly issued pursuant to the exercise of Options
will be added to the general funds of the Company to be used for general
corporate purposes. Shares of Common Stock shall not be issued with respect to
any Option granted under the Plan unless the issuance and delivery of such
Common Stock shall comply with all relevant provisions of law, including,
without limitation, the Securities Act
4
<PAGE>
of 1933, as amended, the rules and regulations promulgated thereunder, any
applicable state securities law, and the requirements of any stock exchange upon
which the Common Stock may then be listed.
Inability of the Company to obtain approval from any regulatory body or
authority deemed by the Company or counsel thereto to be necessary for the
lawful issuance and sale of any Common Stock hereunder shall relieve the Company
of any liability with respect to the non-issuance or sale of such Common Stock.
As a condition to the exercise of an Option, the Company may require the person
exercising the Option to make such representations and warranties as may be
necessary to assure the availability of an exemption from any additional
registration requirements of federal or state securities laws.
Recapitalization, Merger, Consolidation, Change in Control and Similar
Transactions
Subject to any required action by the shareholders of the Company, the
aggregate number of shares of Common Stock for which Options may be granted
under the Plan, the number of shares of Common Stock covered by each outstanding
Option, and the exercise price per share of Common Stock of each Option shall
all be proportionately adjusted for any increase or decrease in the number of
issued and outstanding shares of Common Stock resulting from a subdivision or
consolidation of shares or the payment of a stock dividend on the Common Stock
or any other increase or decrease in the number of such shares of Common Stock
effected without a receipt of consideration by the Company.
Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company in which the Company is not the surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.
Amendment and Termination of Plan
Although the Company intends to continue the Plan until the total
number of shares authorized under the Plan shall have been purchased by
Participants, the Company reserves the right to suspend, modify or terminate the
Plan at any time. Any such suspension, modification or termination shall not
affect a Participant's right to receive shares of Common Stock already purchased
for him/her (except that the Company may take any action necessary to comply
with applicable law). Upon the termination of the Plan, the Company shall return
to Participants any uninvested accumulated contributions as soon as practicable.
Withdrawal from Participation
A Participant may withdraw from the Plan at any time to be effective as
of the first day of any calendar quarter (January 1, April 1, July 1 and October
1). Upon termination of service with the Company, participation under the Plan
shall immediately cease and no unexercised options to purchase Common Stock
under the Plan shall be deemed exercisable. Termination of service shall include
termination as a result of death or disability of the Participant.
To withdraw from the Plan, a Participant must notify the Plan
Administrator in writing of his/her withdrawal. In the event a Participant
withdraws, or in the event of the termination of the Plan, certificates for
whole shares credited to the account of the withdrawing Participant, or all
Participants in the case of a termination of the Plan, will be delivered by the
Plan Administrator and a cash payment will be made for the sale price (less
brokerage commission and transfer taxes, if any) of any fractional share
5
<PAGE>
interests and any additional contributions credited to the account of the
withdrawing Participant, or all Participants in the case of a termination of the
Plan. The Plan Administrator may establish such equitable arrangements for the
sale of fractional share interests as it shall deem appropriate. As an
alternative to receiving certificates for whole shares, a Participant may
request the Plan Administrator to sell such shares to be distributed under the
Plan. The proceeds from the sale of such shares, less any brokerage commissions
and any transfer taxes, will be remitted to the Participant. The Plan
Administrator may accumulate requests to sell Common Stock under the Plan and
sale transactions, if necessary, will occur in the subsequent Investment Period
from which they are received, as determined by the Plan Administrator.
Alternatively, Common Stock directed for sale during an Investment Period in
which there is also a request to purchase Common Stock during such Investment
Period may be matched by the Plan Administrator for the benefit of Plan
Participants (both sellers and purchasers) without the need to execute such
transaction on the national securities exchange in which such Common Stock
trades. The trade price on such matched transactions will be deemed to equal the
average purchase price paid by the Plan Administrator for all other Common Stock
purchased by the Plan Administrator under the Plan during that Investment
Period.
If a request by a Participant to withdraw from the Plan is received by
the Plan Administrator prior to the first day of any calendar quarter, the
amount of the contributions made to be invested during the next Investment
Period will not be so invested. In either event, no subsequent contributions
will be accepted from the Participant, unless he/she completes a new
Authorization Form.
Notwithstanding the foregoing, upon written request to the Plan
Administrator, a Participant may request the distribution of shares held under
the Plan in stock certificates of not less than 100 share increments at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash, in which case such distribution of cash will be made in
accordance with the procedures noted above, with the proceeds from the sale of
such shares, less any brokerage commissions and any taxes, if applicable, as
noted above. Such distribution of Plan shares shall not be deemed a "Withdrawal"
under the Plan.
Voting Rights of Common Stock Purchased
Each Participant will have the authority to direct the Plan
Administrator in the manner of voting the number of whole shares and fractional
shares of Common Stock held in his/her account. The Company will pay for or
reimburse the Plan Administrator for the expenses associated with solicitation
of voting proxies and distribution of related materials performed by the Plan
Administrator. The aggregate number of remaining shares representing shares for
which no Participant voting instructions are received in a timely manner shall
not be voted by the Plan Administrator.
Cash Dividends
Cash dividends paid on shares credited to a Participant's account will
be retained in the Participant's account and invested in Common Stock as soon as
practicable following the dividend payment date. Dividend amounts payable to
Participants will be rounded to the nearest whole cent in the case of fractional
share interests. Receipt of cash dividends under the Plan shall be deemed
taxable income. See "Federal Income Tax Consequences."
6
<PAGE>
Restrictions on Resale
Unless specifically included as a term and condition of any Option,
there are no restrictions on the resale of Common Stock acquired under the Plan.
Such shares of Common Stock, however, may be resold only in compliance with the
registration requirements of the Securities Act of 1933, as amended (the "1933
Act"), and applicable state securities laws.
Under the 1933 Act, affiliates of the Company generally may resell
shares of Common Stock purchased pursuant to the Plan only (i) in accordance
with the provisions of Rule 144 under the 1933 Act, or (ii) pursuant to an
applicable current and effective registration statement under the 1933 Act,
including Form S-1 or Form S-18, but not Form S-8.
As defined in Rule 405 under the 1933 Act, an affiliate of the Company
is a person who directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with the Company. The
determination of whether a person is an affiliate of the Company is primarily a
factual one based upon whether he possesses, directly or indirectly,
individually or in concert with others, the power to direct or cause the
direction of the management or policies of the Company, whether through the
ownership of voting stock, by executive position, by membership on the Board, by
contract or otherwise. Therefore, each Participant should consult his counsel
concerning whether he is an affiliate of the Company and the attendant
restrictions on the resale under the 1933 Act of Common Stock acquired pursuant
to the Plan.
Limitations on Participation
Participants under the Plan who are deemed to be subject to the
reporting and liability provisions of Section 16 of the Securities and Exchange
Act of 1934 ("1934 Act") and the rules and regulations promulgated thereunder
("Executive Officers") shall be subject to the following additional provisions:
a. Common Stock purchased under the Plan shall be held for a minimum of
six-months following the date of such purchase under the Plan.
b. Such Executive Officers who suspend monthly Participant
contributions under the Plan may not commence future participation
under the Plan for at least six-months from the date of such
cessation of participation.
Such additional limitations related to participation by Executive
Officers of the Company shall not be effective with respect to distributions
made in connection with death, retirement, disability or termination of
employment.
Federal Income Tax Consequences
Under present federal income tax laws, awards under the Plan will have
the following consequences:
(1) The grant of an Option to purchase stock under the Plan will not
by itself, result in the recognition of taxable income to the
Participant or entitle the Company to a deduction at the time of such
grant.
7
<PAGE>
(2) The exercise of an Option will result in the recognition of
taxable income to the Participant of ordinary income by the Participant
on the date of exercise in an amount equal to the difference between
the exercise price of such Option (i.e., 95% of the market price of the
stock purchased) and the Fair Market Price of such Common Stock.
(3) The subsequent sale of the Common Stock may result in additional
taxable income (long-term or short-term capital gains) based upon the
difference between the sale price of such Common Stock and the tax
basis of such Common Stock acquired.
(4) Receipt of cash dividends on stock held under the Plan will
result in taxable income to the Participant in the year received
without regard to the reinvestment of such dividends for the purchase
of additional Common Stock under the Plan.
The foregoing provides a general summary of the federal income tax
consequences applicable to participation under the Plan. Each Participant is
urged to consult his or her own tax advisor for information regarding federal
and state tax consequences applicable to them.
Reports to Participants
Each Participant will receive a statement of his/her account not less
than four times per year. Upon written request, a Participant may receive an
account statement for each calendar month in which he/she purchases Common Stock
under the Plan. Participants will also receive communications sent by the
Company to other stockholders, including the Annual Report of the Company, and
its Notice of Annual Meeting and Proxy Statement. Participants will receive
information necessary for reporting income realized by them under the Plan to
the Internal Revenue Service. Any person wishing to receive a copy of such
Annual Report may obtain a copy by writing the Company at the address set forth
below under "Additional Information."
Additional Information
Additional updating information with respect to the Common Stock and
the Plan covered herein may be provided in the future to participants under the
Plan by means of appendices to this Prospectus. The nature and frequency of any
reports to be made to participants as to their participation in the Plan will be
determined by the Plan Administrator and the Company.
The Company upon written or oral request, will provide, without charge
to participants, a copy of its latest Annual Report to Stockholders (when
available) and a copy of any and all of the documents that have been
incorporated by reference in Item 3 of Part II of the Registration Statement of
which this Prospectus is a part, and that such documents are deemed incorporated
by reference in this 1933 Act Section 10(a) Prospectus. Further, other documents
required to be delivered to Plan participants as specified in Item 9 of Part II
of the Registration statement are available upon request. Any such request can
be oral or in writing and should be addressed to the Corporate Secretary, 226
Landis Avenue, Vineland, New Jersey 08360. Its telephone number is (609)
691-7700.
8
<PAGE>
Annual Report to Shareholders
The Company's financial statements for the period ended December 31,
1996, as contained in the Company's Form 10-K are incorporated by reference in
the Registration Statement to which this Prospectus is a part. In the future,
the Company's latest Annual Report to Stockholders, including financial
statements, will be mailed to all stockholders of record as of the close of
business on such record date. Any person wishing to receive a copy of the Annual
Report to Stockholders may obtain a copy by writing the Company at the address
set forth below under "Additional Information."
Legal Opinion
The validity of the Common Stock offered hereby will be passed upon for
the Company by Malizia, Spidi, Sloane & Fisch, P.C., 1301 K Street, N.W., Suite
700 East, Washington, D.C. 20005.
9
<PAGE>
APPENDIX A
Sun Bancorp, Inc.
Directors Stock Purchase Plan
Authorization Form
------------------
A. |_| I hereby authorize Sun Bancorp, Inc. to accept my monthly payment of
$_____________ (minimum of $10, in increments of $5, not to exceed
$2,000 per month beginning on ____________ and continuing thereafter
until otherwise notified. Such amounts shall be paid by the Company
when receive to Sun Bancorp, Inc. as the Plan Administrator of the Sun
Bancorp, Inc. Directors Stock Purchase Plan (the "Plan") at the
address noted below, for the exercise of options to purchase Sun
Bancorp, Inc. Common Stock in the open-market or directly from the
Company for my Plan account maintained by the Plan Administrator in
accordance with the terms of the Plan.
B. |_| I hereby request the delivery of _____ shares of Common Stock held in
my account under the Plan.
C. |_| I hereby request that _____ shares of Common Stock held in may account
under the Plan be distributed to me in the form of cash as provided
under the Plan.
D. |_| I hereby request that my participation under the Plan cease as soon as
administratively feasible.
E. |_| I hereby waive participation in the Plan at this time.
A-1
<PAGE>
I understand that all such transactions by the Plan Administrator on
my behalf shall be made subject to the Plan's terms and conditions.
I understand that I can terminate this election to participate in
the Plan at any time. Further, I hereby acknowledge receipt of a
copy of the Prospectus related to participation under the Plan and
understand that my election to participate in this Plan is
completely voluntary on my part.
------------------------------------------------
Participant, Legal Name (Please print or type)
------------------------------------------------
Participant Signature Date
------------------------------------------------
Social Security Number
Signed forms should be delivered to:
Plan Administrator,
Sun Bancorp, Inc.
Directors Stock Purchase Plan,
c/o Corporate Secretary
Sun Bancorp, Inc.
226 Landis Avenue
Vineland, New Jersey 08360
=======================================================================
Plan Administrator:
- ------------------- ----------------------------------
Participation to begin:
- ----------------------- ----------------------------------
A-2
<PAGE>
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
- --------------------------------------------------------
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act"), and, accordingly, files
periodic reports and other information with the Commission. Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copies may be obtained (at prescribed rates) at
the Commission's Public Reference Section, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549.
The following documents filed by the Company are incorporated in this
Registration Statement by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1996, as filed with the Commission;
(b) The Company's Quarterly Reports on Form 10-Q for the quarter ended
March 31, 1997, as filed with the Commission;
(c) all other reports to be filed pursuant to Section 13(a) or 15(d) of
the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); and
(d) the description of the Common Stock, contained in the Company's
Registration Statement on Form 10-A as filed with the Commission on June 28,
1996 and all amendments thereto or reports filed for the purpose of updating
such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
Item 4. Description of Securities.
- -----------------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
- ------------------------------------------------
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
- ---------------------------------------------------
Section 14A:3-5 of the New Jersey Business Corporation Law ("BCL")
provides that an officer, director, employee or agent may be indemnified by the
Company from and against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with threatened, pending
or contemplated "proceedings" (including civil, criminal, administrative,
arbitrative action or investigative proceedings) in which such person is
involved by reason of such person's position with the Company, provided that a
determination has been made (by a majority vote of a quorum consisting of
directors who were not parties to such proceeding, or if such a quorum is not
obtainable, by independent legal counsel in a written opinion, or by the
stockholders) that such person acted in good faith and in a manner that such
person reasonably believes to be in, or not opposed to, the best interests of
the Company. Such person may not be indemnified if the person has been adjudged
liable for negligence or misconduct in the performance of such person's duty to
the Company unless the court otherwise determines.
Provisions regarding indemnification of directors, officers, employees
or agents of the Company are contained in Article Eighth of the Company's
Certificate of Incorporation.
Under a directors' and officers' liability insurance policy, directors
and officers of the Company are insured against certain liabilities, including
certain liabilities under the Securities Act of 1933.
Additionally, the Company has in force a Directors and Officers
Liability Policy underwritten by Saint Paul Insurance Company with a $2 million
aggregate limit of liability and an aggregate deductible of $50,000 per loss
both for claims directly against officers and directors and for claims where the
Company is required to indemnify directors and officers.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the 1933 Act and is therefore
unenforceable.
Item 7. Exemption from Registration Claimed.
- ---------------------------------------------
Not Applicable
Item 8. Exhibits
- -----------------
For a list of all exhibits filed or included as part of this
Registration Statement, see "Index to Exhibits" at the end of this Registration
Statement.
Item 9. Undertakings
- ---------------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement;
II-2
<PAGE>
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the
most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do no apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report, to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver, or
case to be delivered to each person to whom the prospectus is sent or given,
II-3
<PAGE>
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 1933 Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933 Act and
will be governed by the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Vineland, State of New Jersey, on the 15th day
of July, 1997.
SUN BANCORP, INC.
By: /s/Adolph F. Calovi
-----------------------------------------
Adolph F. Calovi
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities indicated as of July 15, 1997.
/s/Adolph F. Calovi
- -------------------------------------------- ----------------------------------
Adolph F. Calovi Bernard A. Brown
President, Chief Executive Officer Chairman of the Board and Director
and Director
(Principal Executive Officer)
/s/Robert F. Mack
- -------------------------------------------- ----------------------------------
Robert F. Mack Anne E. Koons
Senior Vice President and Director
Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/Sidney R. Brown
- --------------------------------------------
Sidney R. Brown
Director
/s/Philip W. Koebig, III
- --------------------------------------------
Philip W. Koebig, III
Executive Vice President and Director
/s/Peter Galetto, Jr.
- --------------------------------------------
Peter Galetto, Jr.
Director
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of, do hereby severally
constitute and appoint Philip W. Koebig, III our true and lawful attorney and
agent, to do any and all things and acts in our names, in the capacities
indicated below, and to execute any and all instruments for us and in our names
in the capacities indicated below which Philip W. Koebig, III may deem necessary
or advisable to enable the registrant to comply with the Securities Act of 1933,
as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission, in connection with this Registration Statement on Form S-8
relating to the registrant, including specifically, but not limited to, power
and authority to sign for us or any of us in our names in the capacities
indicated below, the Registration Statement and any and all amendments
(including post-effective amendments) thereto; and we hereby ratify and confirm
all that Philip W. Koebig, III shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
the capacities and on the date indicated.
By:/s/Adolph F. Calovi July 15, 1997
----------------------------------------------------
Adolph F. Calovi
President, Chief Executive Officer and Director
(Principal Executive Officer)
By:/s/Robert F. Mack July 15, 1997
----------------------------------------------------
Robert F. Mack
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
By:/s/Sidney R. Brown July 15, 1997
----------------------------------------------------
Sidney R. Brown
Director
By:/s/Philip W. Koebig, III July 15, 1997
----------------------------------------------------
Philip W. Koebig, III
Executive Vice President and Director
By:/s/Peter Galetto, Jr. July 15, 1997
----------------------------------------------------
Peter Galetto, Jr.
Director
<PAGE>
By: , 1997
---------------------------------------------------- -----------
Bernard A. Brown
Chairman of the Board and Director
By: , 1997
-------------------------------------------- -----------
Anne E. Koons
Director
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned has duly caused this Registration Statement to be signed on behalf
of the Sun Bancorp, Inc. Employee Stock Purchase Plan, thereunto duly
authorized, in the City of Vineland, State of New Jersey, on the 15th day of
July, 1997.
SUN BANCORP, INC.
EMPLOYEE STOCK PURCHASE PLAN
By: /s/Adolph F. Calovi
-------------------------------------------
Adolph F. Calovi
President and Chief Executive Officer
(Duly Authorized Representative)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
undersigned has duly caused this Registration Statement to be signed on behalf
of the Sun Bancorp, Inc. Directors Stock Purchase Plan, thereunto duly
authorized, in the City of Vineland, State of New Jersey, on the 15th day of
July, 1997.
SUN BANCORP, INC.
DIRECTORS STOCK PURCHASE PLAN
By: /s/Adolph F. Calovi
-------------------------------------------
Adolph F. Calovi
President and Chief Executive Officer
(Duly Authorized Representative)
<PAGE>
INDEX TO EXHIBITS
Exhibit Description Page
- ------- ----------- ----
4.1 Sun Bancorp, Inc.
Employee Stock Purchase Plan 41
4.2 Employee Stock Purchase Plan Authorization Form 51
4.3 Sun Bancorp, Inc.
Directors Stock Purchase Plan 54
4.4 Directors Stock Purchase Plan Authorization Form 63
5.1 Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered 66
23.1 Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(appears in their opinion filed as Exhibit 5.1) ---
23.2 Consent of Independent Auditors 67
24.1 Reference is made to the Signatures section of this
Registration Statement for the Power of Attorney
contained therein ---
EXHIBIT 4.1
Sun Bancorp, Inc.
Employee Stock Purchase Plan
<PAGE>
SUN BANCORP, INC.
EMPLOYEE STOCK PURCHASE PLAN
----------------------------
1. Purpose and Plan Summary.
-------------------------
The Sun Bancorp, Inc. (the "Company") Employee Stock Purchase Plan (the
"Plan") offers a convenient and economical way for its employees to commence or
to increase their ownership of shares of the Common Stock of Sun Bancorp, Inc.
("Common Stock"). Once an employee is enrolled as a Participant in the Plan,
payroll deductions will be made and such funds will be used to purchase Common
Stock under the terms of the Plan. Participation in the Plan is strictly
voluntary by the employee, and the employee will pay 95% of the purchase price
of the Common Stock purchased under the Plan. The Participant pays no brokerage
commissions or service charges for purchases made under the Plan. Any such
charges will be paid by the Company.
2. Administration.
---------------
The Company will serve as the Plan Administrator ("Plan Administrator") to
administer the Plan and make purchases of Common Stock as agent for the
Participants. The Board of Directors of the Company ("Board of Directors") has
the authority to make changes in the Plan and to appoint or to remove the Plan
Administrator, at any time. Until changed by further notice, any notices or
communications to the Plan should be directed to the Plan Administrator,
Employee Stock Purchase Plan, c/o Human Resources Department, Sun Bancorp, Inc.,
226 Landis Avenue, Vineland, New Jersey 08360.
If an employee decides to participate in the Plan, the Plan Administrator
will keep a continuous record of his/her participation and send him/her a
statement of his/her account under the Plan for each calendar month in which a
purchase of Common Stock under his/her Plan account occurs. The Plan
Administrator will also hold and act as custodian of shares purchased under the
Plan. Certificates for shares purchased under the Plan will be held by the Plan
Administrator. The number of shares credited to a Participant's account under
the Plan will be shown on his/her statement of account. However, certificates
for whole shares credited to a Participant's account under the Plan will be
issued to him/her upon his/her written request to the Plan Administrator, at the
address set forth above. Certificates for fractional share interests will not be
issued.
The Plan Administrator reserves the right to interpret the provisions of the
Plan. The Plan Administrator may establish such procedures and make such other
provisions for the administration and operation of the Plan as it deems
appropriate to give effect to the Plan's purpose. The Plan Administrator may
rely on the authority and correctness of written instructions received from the
Company and Participants in administering the Plan.
3. Eligibility.
------------
As of August 1, 1997, the effective date of the Plan, all employees of the
Company and its subsidiaries that, along with the Company, is a member of a
controlled group of corporations (as defined in section 1563 of the Internal
Revenue Code of 1986, as amended (the "Code")), are eligible to participate in
the Plan.
A-1
<PAGE>
4. Election to Participate.
------------------------
An eligible employee may join the Plan by completing the Authorization Form
provided by the Plan Administrator and returning it to the Plan Administrator at
the address noted at Section 2 herein. Authorization Forms will be furnished to
eligible employees at any time upon request to the Company. An eligible employee
may join the Plan at any time to become effective as of the first full payroll
period of any calendar quarter after the employee's request is received by the
Plan Administrator (the "Enrollment Date").
5. Payroll Deductions.
-------------------
The Authorization Form directs the Company to pay to the Plan Administrator
the amount withheld from the Participant's paycheck through regular payroll
deductions. The Authorization Form also directs the Plan Administrator to use
these payments for the purchase of shares of the Common Stock. Participant
contributions to the Plan may only be made through payroll deduction.
After an Authorization Form has been received by the Plan Administrator and
the authority for the payroll deductions has been noted on the Company's payroll
records, the Company will withhold from a Participant's paycheck the amount
authorized by the Participant. Such withholding will be made from each paycheck
beginning with the first full pay period on or after the Enrollment Date. The
amounts withheld from all Participants' paychecks will be pooled and forwarded
to the Plan Administrator to purchase shares of Common Stock for the accounts of
all Participants under the Plan not less frequently than monthly prior to the
next "Investment Period". The "Investment Period" shall consist of the calendar
month following each receipt of funds by the Plan Administrator, during which
such funds are invested by the Plan Administrator in Common Stock of the
Company. To the extent administratively feasible, such funds shall be invested
on the first business day of each Investment Period, or as soon as practical
thereafter. No interest will be paid by the Company or the Plan Administrator on
amounts held on behalf of a Participant awaiting investment.
The payroll deduction authorizations are effective for an indefinite period
of time, until revoked by the Participant upon timely notice to the Plan
Administrator, until the total shares purchased under the Plan equals the total
shares of Common Stock authorized under the Plan or the Plan is terminated by
the Company, whichever is earlier. The Participant will specify on the
Authorization Form the amount to be withheld from each paycheck. Deductions may
be authorized in even multiples of $5.00 from a minimum of $10.00 to a maximum
of $985 for each Company payroll period (not to exceed $23,750 per calendar
year); provided further that such amounts are subject to reduction so that the
aggregate sum of such deductions for each Participant plus cash dividends
credited to each Participant's account shall not exceed the limitations at
Section 24(c) hereinafter. No interest will be paid on payroll deduction amounts
awaiting investment.
The amount of a Participant's payroll deductions can be revised, changed or
terminated by the Participant by timely written notice to the Plan Administrator
at the address noted at Section 2, herein. An Authorization Form should be used
for these purposes. Commencement, revision, or termination of deductions will
become effective as of the first full payroll cycle commencing following each
January 1, April 1, July 1 or October 1 after an employee's request is received
by the Plan Administrator.
A-2
<PAGE>
6. Stock Purchase Price.
---------------------
A Participant shall be granted an option to purchase Common Stock as of the
last business day of each calendar month ("Option Grant Date") at an option
exercise price equal to 95% of the average purchase price of the Common Stock
purchased during the Investment Period immediately following the Option Grant
Date. Any fraction of a cent will be rounded to the nearest cent. Options
granted hereunder shall be nontransferable.
7. Number of Shares Purchased.
---------------------------
During each Investment Period, accumulated payroll deductions from all
Participants and cash dividends held under the Plan for all Participants will be
pooled and used to purchase shares of Common Stock in the open-market, or
otherwise, for the accounts of the Participants. The Company shall transmit
sufficient funds to the Plan Administrator in addition to accumulated payroll
deductions and cash dividends necessary to permit the Plan Administrator to
purchase Common Stock during each Investment Period without regard to any
purchase price discounts in accordance with the Plan. The maximum number of
whole shares will be purchased. Any payroll deductions and cash dividends
remaining after purchase of such maximum number of whole shares will be retained
and applied to the purchase of shares during the next Investment Period. Each
Participant's account will be credited with his/her pro rata share (computed to
four decimal places) of the shares purchased and any additional payroll
deductions and cash dividends which have been accumulated. The number of shares
credited to each Participant's account will depend upon the amount of the
Participant's payroll deductions and cash dividends and the option exercise
price as determined as provided under the heading "Stock Purchase Price."
8. Fees and Expenses.
------------------
Participants will incur no brokerage commissions or service charges for
purchases of Common Stock made under the Plan. Certain charges as described
under the heading "Withdrawal" may be incurred upon a Participant's withdrawal
from the Plan or upon termination of the Plan. The Plan Administrator may deduct
expenses from the Plan to the extent that such expenses have not been paid
directly by the Company; provided that not less than 15 days written notice of
such intent to make such deductions is furnished to the Company.
9. Withdrawal and Distribution of Stock Certificates.
--------------------------------------------------
A Participant may withdraw from the Plan at any time to be effective as of
the first full payroll period of any calendar quarter (January 1, April 1, July
1 and October 1) following receipt of such notice. Upon termination of
employment with the Company, participation under the Plan shall immediately
cease and no unexercised options to purchase Common Stock under the Plan shall
be deemed exercisable. Termination of employment shall include termination as a
result of death or disability of the Participant.
To withdraw from the Plan, a Participant must notify the Plan Administrator
at the address noted at Section 2, herein, in writing of his/her withdrawal. In
the event a Participant withdraws, or in the event of the termination of the
Plan, certificates for whole shares credited to the account of the withdrawing
Participant, or all Participants in the case of a termination of the Plan, will
be delivered by the Plan Administrator and a cash payment will be made for the
sale price (less brokerage commission and transfer taxes, if any) of any
fractional share interests and any additional payroll deductions credited to the
account of the withdrawing Participant, or all Participants in the case of a
termination of the Plan. The
A-3
<PAGE>
Plan Administrator may establish such equitable arrangements for the sale of
fractional share interests as it shall deem appropriate. As an alternative to
receiving certificates for whole shares, a Participant may request the Plan
Administrator to sell such shares to be distributed under the Plan. The proceeds
from the sale of such shares, less any brokerage commissions and any transfer
taxes, will be remitted to the Participant. The Plan Administrator may
accumulate requests to sell Common Stock under the Plan and sales transactions,
if necessary, will occur in the subsequent Investment Period from which they are
received, as determined by the Plan Administrator. Alternatively, Common Stock
directed for sale during an Investment Period in which there is also a request
to purchase Common Stock during such Investment Period may be matched by the
Plan Administrator for the benefit of Plan Participants (both sellers and
purchasers) without the need to execute such transaction on the national
securities exchange in which such Common Stock trades. The trade price on such
matched transactions will be deemed to equal the average purchase price paid by
the Plan Administrator for all other Common Stock purchased by the Plan
Administrator under the Plan during that Investment Period.
If a request by a Participant to withdraw from the Plan is received by the
Plan Administrator prior to the first day of any calendar quarter, the amount of
the payroll deductions scheduled to be invested during the next Investment
Period will not be so invested. In either event, no subsequent payroll
deductions will be made from the paychecks of the Participant, unless he/she
completes a new Authorization Form providing for such deductions.
Notwithstanding the foregoing, upon written request to the Plan
Administrator, a Participant may request the distribution of shares held under
the Plan in stock certificates of not less than 100 share increments at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash, in which case such distribution of cash will be made in
accordance with the procedures regarding the sale of shares as noted above in
Section 9 of the Plan. Such distribution of Plan shares or cash in accordance
with this paragraph shall not be deemed a "Withdrawal" under the Plan. Such
distributions whether in the form of stock certificates or cash may be requested
at any time to be effective as of the first full payroll period of any calendar
quarter (January 1, April 1, July 1 and October 1) following receipt of such
notice.
10. Voting of Shares.
-----------------
Each Participant will have the authority to direct the Plan Administrator in
the manner of voting the number of whole shares and fractional shares of Common
Stock held in his/her account. The Company will pay for or reimburse the Plan
Administrator for the expenses associated with solicitation of voting proxies
and distribution of related materials performed by the Plan Administrator. The
aggregate number of remaining shares representing shares for which no
Participant voting instructions are received in a timely manner shall not be
voted by the Plan Administrator.
11. Cash Dividends.
---------------
Cash dividends paid on shares credited to a Participant's account will be
retained in the Participant's account and invested in Common Stock as soon as
practicable following the dividend payment date. Such cash dividends (less
applicable tax withholding that may be required) will be aggregated with each
Participant's payroll deductions and invested in accordance with Section 6 and 7
herein. Dividend amounts payable to Participants will be rounded to the nearest
whole cent in the case of fractional share interests.
A-4
<PAGE>
12. Stock Dividends, Stock Splits, or Rights Offering.
--------------------------------------------------
Any shares distributed by the Company as a stock dividend on shares credited
to a Participant's account under the Plan, or upon any split of such shares,
will be credited to his/her account. In a rights offering, the Plan
Administrator will sell the rights to which a Participant is entitled by virtue
of the shares of Common Stock allocated to his/her account under the Plan and
the proceeds will be credited to his/her account and applied to the purchase of
shares during the next Investment Period.
13. Purchases under the Plan.
-------------------------
The Plan Administrator shall use all funds received under the Plan for the
purchase of the Company's Common Stock in the open-market; or upon not less than
10 days written notice from the Company, such funds shall be utilized for the
purchase of shares directly from the Company. The price, timing and other
matters related to the execution and processing of such purchases shall be
determined or directed by the Plan Administrator; provided that to the extent
administratively feasible, such purchases of Common Stock shall be made on the
first business day of each Investment Period, as provided at Section 5 herein.
14. Amendment and Termination.
--------------------------
Although the Company intends to continue the Plan until the total number of
shares authorized under the Plan shall have been purchased by Participants, the
Company reserves the right to suspend, modify or terminate the Plan at any time.
Any such suspension, modification or termination shall not affect a
Participant's right to receive shares of Common Stock already purchased for
him/her (except that the Company may take any action necessary to comply with
applicable law). Upon the termination of the Plan, the Company shall return to
Participants any uninvested accumulated payroll deductions as soon as
practicable.
15. Reports.
--------
Each Participant will receive a statement of his/her account not less than
four times per year. Upon written request, a Participant may receive an account
statement for each calendar month in which he/she purchases Common Stock under
the Plan. Participants will also receive communications sent by the Company to
other stockholders, including the Annual Report of the Company, and its Notice
of Annual Meeting and Proxy Statement. Participants will receive information
necessary for reporting income realized by them under the Plan to the Internal
Revenue Service.
16. Tax Withholding.
----------------
All taxes subject to withholding payable with respect to the amount of each
Participant's payroll deductions under the Plan will be deducted from the
Participant's salary and will not reduce the amounts paid to the Plan
Administrator. Taxes which may be required to be withheld with respect to cash
dividends received under the Plan will reduce the sums attributable to such
dividends available for investment under the Plan.
17. Related Matters.
----------------
The Company and the Plan Administrator in administering the Plan will not be
liable for any act done in good faith or for the good faith omission to act,
including, without limitation, any claim of liability
A-5
<PAGE>
arising out of failure to terminate a Participant's account upon such
Participant's death or judicially declared incompetency prior to receipt by the
Plan Administrator of timely notice in writing of such death or incompetency or
with respect to the prices at which shares are purchased for the Participant's
account, and the times when such purchases are made, or with respect to any loss
or fluctuation in the market value after purchase of shares of Common Stock.
A Participant's investment in shares acquired under the Plan is not different
from direct investment in shares of Common Stock of the Company, except to the
extent that the purchase price of such Common Stock paid by the Participant
shall be equal to 95% of the actual purchase price of such Common Stock by the
Plan Administrator. The Participant bears the risk of loss and realizes the
benefits of any gain from market price changes with respect to all such shares
held by him/her in the Plan, or otherwise.
18. Participation by Executive Officers.
------------------------------------
Participants under the Plan who are deemed to be subject to the reporting and
liability provisions of Section 16 of the Securities and Exchange Act of 1934
("1934 Act") and the rules and regulations promulgated thereunder ("Executive
Officers") shall be subject to the following additional provisions:
a. Common Stock purchased under the Plan shall be held for a minimum of
six-months following the date of such purchase under the Plan.
b. Such Executive Officers who suspend payroll deductions under the Plan
may not commence future participation under the Plan for at least
six-months from the date of such cessation of participation.
Such additional limitations related to participation by Executive Officers
shall not be effective with respect to distributions made in connection with
death, retirement, disability or termination of employment. Transactions of
Common Stock under the Plan shall be reportable by Executive Officers of the
Company on Form 3, 4 or 5.
19. Duties of the Company.
----------------------
a. The Company shall indemnify the Plan Administrator, including
reimbursement for reasonable attorneys fees and related expenses,
against any liability to any Participant or Plan beneficiary for any
actions taken by the Plan Administrator pursuant to the Plan and/or
the Custodial Agreement, absent a finding of gross negligence by a
court of competent jurisdiction.
b. The Company shall make payroll deductions on behalf of Participants
as authorized from time to time. The Plan Administrator shall assume
no responsibility or authority for such administrative processing of
payroll deductions.
c. The Plan Administrator shall be solely responsible for distribution
of all necessary regulatory reports and filings related to
administration of the Plan, including the timely distribution of IRS
Form 1099-Div, as may be required.
d. The Company shall be solely responsible for ensuring compliance by
the Plan related to matters involving Federal or state securities
laws and regulations. The Plan Administrator may rely on the advice
or instructions received from the Company related to such matters.
A-6
<PAGE>
20. Stockholder Ratification of Plan.
---------------------------------
It is the intention of the Company to submit the Plan for ratification by the
stockholders of the Company within 12 months of the date of adoption of the
Plan. Such stockholder ratification shall be sought to meet the requirements
provided at Section 423 of the Internal Revenue Code. In the event that
stockholders do not ratify the Plan, the Plan will nevertheless remain in
effect.
21. Transferability.
----------------
No Option may be transferred, assigned, pledged, or hypothecated (whether by
operation of law or otherwise), and no Option shall be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of an Option, or levy of attachment or
similar process upon the Option not specifically permitted herein shall be null
and void and without effect.
22. Adjustment Provisions.
----------------------
The aggregate number of shares of Common Stock with respect to which Options
may be granted, the aggregate number of shares of Common Stock subject to each
outstanding Option, and the Option Price per share of each Option may all be
appropriately adjusted as the Company may determine for any increase or decrease
in the number of shares of issued Common Stock resulting from a subdivision or
consolidation of shares, whether through reorganization, recapitalization, stock
split-up, stock distribution or combination of shares, or the payment of a share
dividend or other increase or decrease in the number of such shares outstanding
effected without receipt of consideration by the Company. Adjustments under this
Section shall be made according to the sole discretion of the Board of Directors
of the Company, and its decision shall be binding and conclusive.
23. Dissolution, Merger and Consolidation.
--------------------------------------
Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company in which the Company is not the surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.
24. Limitation on Options.
----------------------
Notwithstanding any other provisions of the Plan:
(a) The Company intends that Options granted and Common Stock acquired under
the Plan shall be treated for all purposes as granted and acquired under an
employee stock purchase plan within the meaning of Section 423 of the Code
and regulations issued thereunder. Any provisions required to be included in
the Plan under said Section and regulations issued thereunder are hereby
included as fully as though set forth in the Plan at length.
(b) No Participant shall be granted an Option under the Plan if, immediately
after the Option was granted, the Participant would own stock possessing five
percent or more of the total combined voting power or value of all classes of
stock of the Company or of any parent or Subsidiary of the Company. For
purposes of this Section, stock ownership of an individual shall be
determined under the rules of Section 424(d) of the Code and stock which the
Participant may purchase under outstanding options shall be treated as stock
owned by the Participant.
A-7
<PAGE>
(c) No Participant shall be granted an Option under the Plan which permits
his or her rights to purchase stock under all employee stock purchase plans
(as defined in Section 423 of the Code) of the Company and any parent or
subsidiary of the Company to accrue at a rate which exceeds $25,000 of Fair
Market Value of such stock (determined at the time of the grant of such
Option) for each calendar year in which such Option is outstanding at any
time. Any Option granted under the Plan shall be deemed to be modified to the
extent necessary to satisfy this paragraph (c).
(d) All Participants shall have the same rights and privileges under the
Plan, except that the amount of Common Stock which may be purchased under
Options granted pursuant to Section 6 shall not exceed 100% of net
compensation paid by the Company to a Participant during any payroll
deduction period plus the sum of cash dividends paid to such Participant's
account during such Investment Period. All rules and determinations of the
Board in the administration of the Plan shall be uniformly and consistently
applied to all persons in similar circumstances.
25. Miscellaneous.
--------------
(a) Legal and Other Requirements. The obligations of the Company to sell and
deliver Common Stock under the Plan shall be subject to all applicable laws,
regulations, rules and approvals, including but not by way of limitation, the
effectiveness of a registration statement under the Securities Act of 1933 if
deemed necessary or appropriate by the Company.
(b) No Obligation to Exercise Options. The granting of an Option shall impose
no obligation upon a Participant to exercise such Option; except, however,
the decision by a Participant to withdraw from the Plan and not exercise any
Options granted must comply with Section 9, herein.
(c) Right to Terminate Employment. Nothing in the Plan or any agreement
entered into pursuant to the Plan shall confer upon any Participant the right
to continue in the employment of the Company or any subsidiary or affect any
right which the Company or any subsidiary may have to terminate the
employment of such Participant.
(d) Rights as a Shareholder. No Participant shall have any right as a
shareholder unless and until certificates for shares of Common Stock are
issued to him or her or credited to his or her account maintained by the Plan
Administrator.
(e) Applicable Law. All questions pertaining to the validity and
administration of the Plan and Options granted hereunder shall be determined
in conformity with the laws of the State of New Jersey, to the extent not
inconsistent with Section 423 of the Code and regulations thereunder.
26. Maximum Plan Purchase Limitations.
----------------------------------
The aggregate number of shares of Common Stock available for grant as Options
pursuant to Section 6 shall not exceed 80,000 shares, subject to adjustment
pursuant to Section 22 hereof. Shares of Common Stock acquired pursuant to the
Plan may be authorized but unissued shares, shares now or hereafter held in the
treasury of the Company or shares purchased on the open market. In the event
that any Options granted under Section 6 expire unexercised, or are terminated,
surrendered or canceled without being exercised, in whole or in part, for any
reason, the number of shares of Common Stock theretofore subject to such Option
shall again be available for grant as an Option and shall not reduce the
aggregate number of shares of Common Stock available for grant as such Options
under the Plan.
A-8
EXHIBIT 4.2
Authorization Form
<PAGE>
Sun Bancorp, Inc.
Employee Stock Purchase Plan
Payroll Deduction Authorization Form
------------------------------------
A. |_| I hereby authorize Sun Bancorp, Inc. to deduct $_____________ from
each paycheck (minimum of $10, in increments of $5, not to exceed $985
per paycheck) beginning on ____________ (or as soon as
administratively feasible) and continuing thereafter until otherwise
notified. Such amounts shall be paid monthly on my behalf to Sun
Bancorp, Inc. as the Plan Administrator of the Sun Bancorp, Inc.
Employee Stock Purchase Plan (the "Plan") at the address noted below,
for the exercise of options to purchase Sun Bancorp, Inc. Common Stock
in the open-market or directly from the Company for my Plan account
maintained by the Plan Administrator in accordance with the terms of
the Plan. Such Options to purchase Common Stock under the Plan shall
be deemed exercised by me, unless I shall deliver written notice to
the Plan Administrator not less than 5 days before the next January 1,
April 1, July 1 or October 1, whichever is earlier, not to exercise
such Options on my behalf.
B. |_| I hereby request the delivery of _____ shares of Common Stock held in
my account under the Plan.
C. |_| I hereby request that _____ shares of Common Stock held in may account
under the Plan be distributed to me in the form of cash as provided
under the Plan.
D. |_| I hereby request that my participation under the Plan cease as soon as
administratively feasible.
E. |_| I hereby waive participation in the Plan at this time.
<PAGE>
I understand that all such transaction by the Plan Administrator on
my behalf shall be made subject to the Plan's terms and conditions. I
understand that I can terminate this authorization for payroll
deduction at any time with not less than 5 days written notice prior
to the next January 1, July 1, April 1, or October 1, to the Plan
Administrator at the address noted below. Further, I hereby
acknowledge receipt of a copy of the Prospectus related to
participation under the Plan and understand that my election to
participate in this Plan is completely voluntary on my part.
------------------------------------------------
Employee, Legal Name (Please print or type)
------------------------------------------------
Employee Signature Date
------------------------------------------------
Employee Social Security Number
Signed forms should be delivered to:
Plan Administrator,
Sun Bancorp, Inc.
Employee Stock Purchase Plan,
c/o Human Resources Department,
Sun Bancorp, Inc.
226 Landis Avenue
Vineland, New Jersey 08360
=============================================================================
Plan Administrator:
--------------------------------------------
Payroll deductions to begin:
----------------------------------
EXHIBIT 4.3
Sun Bancorp, Inc.
Directors Stock Purchase Plan
<PAGE>
SUN BANCORP, INC.
DIRECTORS STOCK PURCHASE PLAN
-----------------------------
1. Purpose and Plan Summary.
-------------------------
The Sun Bancorp, Inc. (the "Company") Directors Stock Purchase Plan (the
"Plan") offers a convenient and economical way for its directors and advisory
directors to increase their ownership of shares of the Common Stock of Sun
Bancorp, Inc. ("Common Stock"). Once a director or advisory director of the
Company or Sun National Bank is enrolled as a Participant in the Plan,
contributions of up to $2,000 per month may be made to the Plan and such funds
will be used to purchase Common Stock under the terms of the Plan. Participation
in the Plan is strictly voluntary, and the Participant will pay 95% of the
purchase price of the Common Stock purchased under the Plan. The Participant
pays no brokerage commissions or service charges for purchases made under the
Plan. Any such charges will be paid by the Company.
2. Administration.
---------------
The Company will serve as the Plan Administrator ("Plan Administrator") to
administer the Plan and to make purchases of Common Stock as agent for the
Participants. The Board of Directors of the Company ("Board of Directors") has
the authority to make changes in the Plan and to appoint or to remove the Plan
Administrator, at any time. Until changed by further notice, any notices or
communications to the Plan should be directed to the Plan Administrator,
Director Stock Purchase Plan, c/o Corporate Secretary, Sun Bancorp, Inc., 226
Landis Avenue, Vineland, New Jersey 08360.
If a director or advisory director decides to participate in the Plan, the
Plan Administrator will keep a continuous record of his/her participation and
send him/her a statement of his/her account under the Plan for each calendar
month in which a purchase of Common Stock under his/her Plan account occurs. The
Plan Administrator will also hold and act as custodian of shares purchased under
the Plan. Certificates for shares purchased under the Plan will be held by the
Plan Administrator. The number of shares credited to a Participant's account
under the Plan will be shown on his/her statement of account. However,
certificates for whole shares credited to a Participant's account under the Plan
will be issued to him/her upon his/her written request to the Plan
Administrator, at the address set forth above.
Certificates for fractional share interests will not be issued.
The Plan Administrator reserves the right to interpret the provisions of the
Plan. The Plan Administrator may establish such procedures and make such other
provisions for the administration and operation of the Plan as it deems
appropriate to give effect to the Plan's purpose. The Plan Administrator may
rely on the authority and correctness of written instructions received from the
Company and Participants in administering the Plan.
3. Eligibility.
------------
As of August 1, 1997, the effective date of the Plan, all directors and
advisory directors of the Company and its subsidiaries that, along with the
Company, is a member of a controlled group of
A-1
<PAGE>
corporations (as defined in section 1563 of the Internal Revenue Code of 1986,
as amended (the "Code")), are eligible to participate in the Plan.
4. Election to Participate.
------------------------
An eligible director or advisory director may join the Plan by completing the
Authorization Form provided by the Plan Administrator and returning it to the
Plan Administrator at the address noted at Section 2 herein. Authorization Forms
will be furnished to eligible directors and advisory directors at any time upon
request to the Company. An eligible director or advisory director may join the
Plan at any time to become effective as of the first day of the next calendar
month after the request is received by the Plan Administrator (the "Enrollment
Date").
5. Participant Contributions.
--------------------------
The Authorization Form directs the Company to pay to the Plan Administrator
the amount that the Participant pays directly to the Company for investment in
Common Stock under the Plan. The Authorization Form also directs the Plan
Administrator to use these payments for the purchase of shares of the Common
Stock.
After an Authorization Form has been received by the Plan Administrator, the
Company will pay to the Plan Administrator all future payments received by the
Company for participation under the Plan. The amounts paid by all Participants
will be pooled and forwarded to the Plan Administrator to purchase shares of
Common Stock for the accounts of all Participants under the Plan not less
frequently than monthly prior to the next "Investment Period". The "Investment
Period" shall consist of the calendar month following each receipt of funds by
the Plan Administrator, during which such funds are invested by the Plan
Administrator in Common Stock of the Company. To the extent administratively
feasible, such funds shall be invested on the first business day of each
Investment Period, or as soon as practical thereafter. No interest will be paid
by the Company or the Plan Administrator on amounts held on behalf of a
Participant awaiting investment.
The Plan shall remain in effect for an indefinite period of time until the
total shares purchased under the Plan equals the total shares of Common Stock
authorized under the Plan or the Plan is terminated by the Company, whichever is
earlier. Participant contributions may be made in even multiples of $5.00 from a
minimum of $10.00 to a maximum of $2,000 per month. No interest will be paid on
Participant contributions awaiting investment. The amount of a Participant's
contributions can be revised, changed or terminated by the Participant each
month.
6. Stock Purchase Price.
---------------------
A Participant shall be granted an option to purchase Common Stock as of the
last business day of each calendar month ("Option Grant Date") at an option
exercise price equal to 95% of the average purchase price of the Common Stock
purchased during the Investment Period immediately following the Option Grant
Date. Any fraction of a cent will be rounded to the nearest cent. Options
granted hereunder shall be nontransferable.
A-2
<PAGE>
7. Number of Shares Purchased.
---------------------------
During each Investment Period, accumulated Participant contributions from all
Participants and cash dividends held under the Plan for all Participants will be
pooled and used to purchase shares of Common Stock in the open-market, or
otherwise, for the accounts of the Participants. The Company shall transmit
sufficient funds to the Plan Administrator in addition to accumulated
Participant contributions and cash dividends necessary to permit the Plan
Administrator to purchase Common Stock during each Investment Period without
regard to any purchase price discounts in accordance with the Plan. The maximum
number of whole shares will be purchased. Any Participant contributions and cash
dividends remaining after purchase of such maximum number of whole shares will
be retained and applied to the purchase of shares during the next Investment
Period. Each Participant's account will be credited with his/her pro rata share
(computed to four decimal places) of the shares purchased and any additional
Participant contributions and cash dividends which have been accumulated. The
number of shares credited to each Participant's account will depend upon the
amount of the Participant's contributions and cash dividends and the option
exercise price as determined as provided under the heading "Stock Purchase
Price."
8. Fees and Expenses.
------------------
Participants will incur no brokerage commissions or service charges for
purchases of Common Stock made under the Plan. Certain charges as described
under the heading "Withdrawal" may be incurred upon a Participant's withdrawal
from the Plan or upon termination of the Plan. The Plan Administrator may deduct
expenses from the Plan to the extent that such expenses have not been paid
directly by the Company; provided that not less than 15 days written notice of
such intent to make such deductions is furnished to the Company.
9. Withdrawal and Distribution of Stock Certificates.
--------------------------------------------------
A Participant may withdraw from the Plan at any time to be effective as of
the first day of any calendar quarter (January 1, April 1, July 1 and October 1)
following receipt of such notice. Upon termination of service with the Company
or its subsidiaries as a director or advisory director, participation under the
Plan shall immediately cease and no unexercised options to purchase Common Stock
under the Plan shall be deemed exercisable. Termination of service shall include
termination as a result of death or disability of the Participant.
To withdraw from the Plan, a Participant must notify the Plan Administrator
at the address noted at Section 2, herein, in writing of his/her withdrawal. In
the event a Participant withdraws, or in the event of the termination of the
Plan, certificates for whole shares credited to the account of the withdrawing
Participant, or all Participants in the case of a termination of the Plan, will
be delivered by the Plan Administrator and a cash payment will be made for the
sale price (less brokerage commission and transfer taxes, if any) of any
fractional share interests and any additional Participant contributions credited
to the account of the withdrawing Participant, or all Participants in the case
of a termination of the Plan. The Plan Administrator may establish such
equitable arrangements for the sale of fractional share interests as it shall
deem appropriate. As an alternative to receiving certificates for whole shares,
a Participant may request the Plan Administrator to sell such shares to be
distributed under the Plan. The proceeds from the sale of such shares, less any
brokerage commissions and any transfer taxes, will be remitted to the
Participant. The Plan Administrator may accumulate requests to sell Common Stock
under the Plan and sales transactions, if necessary, will occur in the
subsequent Investment Period from which they are received, as determined by the
Plan Administrator. Alternatively, Common Stock directed for sale during
A-3
<PAGE>
an Investment Period in which there is also a request to purchase Common Stock
during such Investment Period may be matched by the Plan Administrator for the
benefit of Plan Participants (both sellers and purchasers) without the need to
execute such transaction on the national securities exchange in which such
Common Stock trades. The trade price on such matched transactions will be deemed
to equal the average purchase price paid by the Plan Administrator for all other
Common Stock purchased by the Plan Administrator under the Plan during that
Investment Period.
If a request by a Participant to withdraw from the Plan is received by the
Plan Administrator prior to the first day of any calendar quarter, the amount of
the Participant contributions scheduled to be invested during the next
Investment Period will not be so invested. In either event, no subsequent
Participant contributions will be made accepted by such Participant, unless
he/she completes a new Authorization Form.
Notwithstanding the foregoing, upon written request to the Plan
Administrator, a Participant may request the distribution of shares held under
the Plan in stock certificates of not less than 100 share increments at any
time. Alternatively, a Participant may request that such distribution be made in
the form of cash, in which case such distribution of cash will be made in
accordance with the procedures regarding the sale of shares as noted above in
Section 9 of the Plan. Such distribution of Plan shares or cash in accordance
with this paragraph shall not be deemed a "Withdrawal" under the Plan. Such
distributions whether in the form of stock certificates or cash may be requested
at any time to be effective as of the first day of any calendar quarter (January
1, April 1, July 1 and October 1) following receipt of such notice.
10. Voting of Shares.
-----------------
Each Participant will have the authority to direct the Plan Administrator in
the manner of voting the number of whole shares and fractional shares of Common
Stock held in his/her account. The Company will pay for or reimburse the Plan
Administrator for the expenses associated with solicitation of voting proxies
and distribution of related materials performed by the Plan Administrator. The
aggregate number of remaining shares representing shares for which no
Participant voting instructions are received in a timely manner shall not be
voted by the Plan Administrator.
11. Cash Dividends.
---------------
Cash dividends paid on shares credited to a Participant's account will be
retained in the Participant's account and invested in Common Stock as soon as
practicable following the dividend payment date. Such cash dividends (less
applicable tax withholding that may be required) will be aggregated with each
Participant's contributions and invested in accordance with Section 6 and 7
herein. Dividend amounts payable to Participants will be rounded to the nearest
whole cent in the case of fractional share interests.
12. Stock Dividends, Stock Splits, or Rights Offering.
--------------------------------------------------
Any shares distributed by the Company as a stock dividend on shares credited
to a Participant's account under the Plan, or upon any split of such shares,
will be credited to his/her account. In a rights offering, the Plan
Administrator will sell the rights to which a Participant is entitled by virtue
of the shares of Common Stock allocated to his/her account under the Plan and
the proceeds will be credited to his/her account and applied to the purchase of
shares during the next Investment Period.
A-4
<PAGE>
13. Purchases under the Plan.
-------------------------
The Plan Administrator shall use all funds received under the Plan for the
purchase of the Company's Common Stock in the open-market; or upon not less than
10 days written notice from the Company, such funds shall be utilized for the
purchase of shares directly from the Company. The price, timing and other
matters related to the execution and processing of such purchases shall be
determined or directed by the Plan Administrator; provided that to the extent
administratively feasible, such purchases of Common Stock shall be made on the
first business day of each Investment Period, as provided at Section 5 herein.
14. Amendment and Termination.
--------------------------
Although the Company intends to continue the Plan until the total number of
shares authorized under the Plan shall have been purchased by Participants, the
Company reserves the right to suspend, modify or terminate the Plan at any time.
Any such suspension, modification or termination shall not affect a
Participant's right to receive shares of Common Stock already purchased for
him/her (except that the Company may take any action necessary to comply with
applicable law). Upon the termination of the Plan, the Company shall return to
Participants any uninvested accumulated Participant contributions as soon as
practicable.
15. Reports.
--------
Each Participant will receive a statement of his/her account not less than
four times per year. Upon written request, a Participant may receive an account
statement for each calendar month in which he/she purchases Common Stock under
the Plan. Participants will also receive communications sent by the Company to
other stockholders, including the Annual Report of the Company, and its Notice
of Annual Meeting and Proxy Statement. Participants will receive information
necessary for reporting income realized by them under the Plan to the Internal
Revenue Service.
16. Tax Withholding.
----------------
Taxes which may be required to be withheld with respect to cash dividends
received under the Plan will reduce the sums attributable to such dividends
available for investment under the Plan.
17. Related Matters.
----------------
The Company and the Plan Administrator in administering the Plan will not be
liable for any act done in good faith or for the good faith omission to act,
including, without limitation, any claim of liability arising out of failure to
terminate a Participant's account upon such Participant's death or judicially
declared incompetency prior to receipt by the Plan Administrator of timely
notice in writing of such death or incompetency or with respect to the prices at
which shares are purchased for the Participant's account, and the times when
such purchases are made, or with respect to any loss or fluctuation in the
market value after purchase of shares of Common Stock.
A Participant's investment in shares acquired under the Plan is not different
from direct investment in shares of Common Stock of the Company, except to the
extent that the purchase price of such Common Stock paid by the Participant
shall be equal to 95% of the actual purchase price of such Common Stock by the
Plan Administrator. The Participant bears the risk of loss and realizes the
benefits of any gain from market price changes with respect to all such shares
held by him/her in the Plan, or otherwise.
A-5
<PAGE>
18. Limitations on Participation.
-----------------------------
Participants under the Plan who are deemed to be subject to the reporting and
liability provisions of Section 16 of the Securities and Exchange Act of 1934
("1934 Act") and the rules and regulations promulgated thereunder ("Executive
Officers") shall be subject to the following additional provisions:
a. Common Stock purchased under the Plan shall be held for a minimum of
six-months following the date of such purchase under the Plan.
b. Such Executive Officers who suspend monthly Participant contributions
under the Plan may not commence future participation under the Plan
for at least six-months from the date of such cessation of
participation.
Such additional limitations related to participation by Executive Officers
shall not be effective with respect to distributions made in connection with
death, retirement, disability or termination of employment. Transactions of
Common Stock under the Plan shall be reportable by Executive Officers of the
Company on Form 3, 4 or 5.
19. Duties of the Company.
----------------------
a. The Company shall indemnify the Plan Administrator, including
reimbursement for reasonable attorneys fees and related expenses,
against any liability to any Participant or Plan beneficiary for any
actions taken by the Plan Administrator pursuant to the Plan and/or
the Custodial Agreement, absent a finding of gross negligence by a
court of competent jurisdiction.
b. The Company shall deliver Participant contributions received to the
Plan Administrator in a timely manner.
c. The Plan Administrator shall be solely responsible for distribution
of all necessary regulatory reports and filings related to
administration of the Plan, including the timely distribution of IRS
Form 1099-Div, as may be required.
d. The Company shall be solely responsible for ensuring compliance by
the Plan related to matters involving Federal or state securities
laws and regulations. The Plan Administrator may rely on the advice
or instructions received from the Company related to such matters.
20. No Stockholder Ratification of Plan.
------------------------------------
The Company does not intend to submit the Plan for ratification by the
stockholders of the Company.
21. Transferability.
----------------
No Option may be transferred, assigned, pledged, or hypothecated (whether by
operation of law or otherwise), and no Option shall be subject to execution,
attachment or similar process. Any attempted assignment, transfer, pledge,
hypothecation or other disposition of an Option, or levy of attachment or
similar process upon the Option not specifically permitted herein shall be null
and void and without effect.
A-6
<PAGE>
22. Adjustment Provisions.
----------------------
The aggregate number of shares of Common Stock with respect to which Options
may be granted, the aggregate number of shares of Common Stock subject to each
outstanding Option, and the Option Price per share of each Option may all be
appropriately adjusted as the Company may determine for any increase or decrease
in the number of shares of issued Common Stock resulting from a subdivision or
consolidation of shares, whether through reorganization, recapitalization, stock
split-up, stock distribution or combination of shares, or the payment of a share
dividend or other increase or decrease in the number of such shares outstanding
effected without receipt of consideration by the Company. Adjustments under this
Section shall be made according to the sole discretion of the Board of Directors
of the Company, and its decision shall be binding and conclusive.
23. Dissolution, Merger and Consolidation.
--------------------------------------
Upon the dissolution or liquidation of the Company, or upon a merger or
consolidation of the Company in which the Company is not the surviving
corporation, each Option granted hereunder shall expire as of the effective date
of such transaction.
24. Limitation on Options.
----------------------
Notwithstanding any other provisions of the Plan, no Participant shall be
granted an Option under the Plan which permits his or her rights to purchase
stock under the Plan at a rate which exceeds $25,000 of Fair Market Value of
such stock (determined at the time of the grant of such Option) for each
calendar year in which such Option is outstanding at any time. Any Option
granted under the Plan shall be deemed to be modified to the extent necessary to
satisfy this Section.
25. Miscellaneous.
--------------
(a) Legal and Other Requirements. The obligations of the Company to sell and
deliver Common Stock under the Plan shall be subject to all applicable laws,
regulations, rules and approvals, including but not by way of limitation, the
effectiveness of a registration statement under the Securities Act of 1933 if
deemed necessary or appropriate by the Company.
(b) No Obligation to Exercise Options. The granting of an Option shall impose
no obligation upon a Participant to exercise such Option; except, however,
the decision by a Participant to withdraw from the Plan and not exercise any
Options granted must comply with Section 9, herein.
(c) Right to Terminate Service. Nothing in the Plan or any agreement entered
into pursuant to the Plan shall confer upon any Participant the right to
continue in the employment or service of the Company or any subsidiary or
affect any right which the Company or any subsidiary may have to terminate
the employment of such Participant.
(d) Rights as a Shareholder. No Participant shall have any right as a
shareholder unless and until certificates for shares of Common Stock are
issued to him or her or credited to his or her account maintained by the Plan
Administrator.
(e) Applicable Law. All questions pertaining to the validity and
administration of the Plan and Options granted hereunder shall be determined
in conformity with the laws of the State of New Jersey.
A-7
<PAGE>
26. Maximum Plan Purchase Limitations.
----------------------------------
The aggregate number of shares of Common Stock available for grant as Options
pursuant to Section 6 shall not exceed 17,250 shares, subject to adjustment
pursuant to Section 22 hereof. Shares of Common Stock acquired pursuant to the
Plan may be authorized but unissued shares, shares now or hereafter held in the
treasury of the Company or shares purchased on the open market. In the event
that any Options granted under Section 6 expire unexercised, or are terminated,
surrendered or canceled without being exercised, in whole or in part, for any
reason, the number of shares of Common Stock theretofore subject to such Option
shall again be available for grant as an Option and shall not reduce the
aggregate number of shares of Common Stock available for grant as such Options
under the Plan.
A-8
EXHIBIT 4.4
Authorization Form
<PAGE>
Sun Bancorp, Inc.
Directors Stock Purchase Plan
Authorization Form
------------------
A. |_| I hereby authorize Sun Bancorp, Inc. to accept my monthly payment of
$_____________ (minimum of $10, in increments of $5, not to exceed
$2,000 per month beginning on ____________ and continuing thereafter
until otherwise notified. Such amounts shall be paid by the Company
when receive to Sun Bancorp, Inc. as the Plan Administrator of the Sun
Bancorp, Inc. Directors Stock Purchase Plan (the "Plan") at the
address noted below, for the exercise of options to purchase Sun
Bancorp, Inc. Common Stock in the open- market or directly from the
Company for my Plan account maintained by the Plan Administrator in
accordance with the terms of the Plan.
B. |_| I hereby request the delivery of _____ shares of Common Stock held in
my account under the Plan.
C. |_| I hereby request that _____ shares of Common Stock held in may account
under the Plan be distributed to me in the form of cash as provided
under the Plan.
D. |_| I hereby request that my participation under the Plan cease as soon as
administratively feasible.
E. |_| I hereby waive participation in the Plan at this time.
<PAGE>
I understand that all such transaction by the Plan Administrator on
my behalf shall be made subject to the Plan's terms and conditions. I
understand that I can terminate this election to participate in the
Plan at any time. Further, I hereby acknowledge receipt of a copy of
the Prospectus related to participation under the Plan and understand
that my election to participate in this Plan is completely voluntary
on my part.
----------------------------------------------
Participant, Legal Name (Please print or type)
----------------------------------------------
Participant Signature Date
----------------------------------------------
Social Security Number
Signed forms should be delivered to:
Plan Administrator,
Sun Bancorp, Inc.
Directors Stock Purchase Plan,
c/o Corporate Secretary
Sun Bancorp, Inc.
226 Landis Avenue
Vineland, New Jersey 08360
=============================================================================
Plan Administrator:
-----------------------------------------
Participation to begin:
------------------------------------
EXHIBIT 5.1
Opinion of Malizia, Spidi, Sloane & Fisch, P.C. as to
the validity of the Common Stock being registered
<PAGE>
Board of Directors
Sun Bancorp, Inc.
226 Landis Avenue
Vineland, New Jersey 08360
RE: Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have acted as special counsel to Sun Bancorp, Inc., a New Jersey
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 97,250 shares of common stock, par value $1.00 per share
(the "Common Stock") of the Company which may be issued upon the exercise of
options (the "Options") granted or which may be granted under the Sun Bancorp,
Inc. Employee Stock Purchase Plan and the Sun Bancorp, Inc. Directors Stock
Purchase Plan (the "Plans"), as more fully described in the Registration
Statement. You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.
We have examined such documents, records and matters of law as we have deemed
necessary for purposes of this opinion and based thereon, we are of the opinion
that the Common Stock when issued pursuant to the exercise of options granted
under and in accordance with the terms of the Plans will be duly and validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8 and to references to our firm included under
the caption "Legal Opinion" in the Prospectus which is part of the Registration
Statement.
Sincerely,
/s/Maliaia, Spidi, Sloane & Fisch, P.C.
Malizia, Spidi, Sloane & Fisch, P.C.
Washington, D.C.
July 31, 1997
EXHIBIT 23.1
Consent of Malizia, Spidi, Sloane & Fisch, P.C.
(appears in their opinion filed as Exhibit 5.1)
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
the Sun Bancorp, Inc. Employee Stock Purchase Plan and the Directors Stock
Purchase Plan on Form S-8 of our report dated January 31, 1997, appearing in the
Annual Report on Form 10-K of Sun Bancorp, Inc. for the year ended December 31,
1996
/s/Deloitte & Touche, LLP
- -------------------------
DELOITTE & TOUCHE, LLP
Philadelphia, Pennsylvania
July 31, 1997
