As filed with the Securities and Exchange Commission on July 22, 1999
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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SUN BANCORP, INC.
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(Exact Name of Registrant as Specified in its Charter)
New Jersey 52-1382541
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(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
226 Landis Avenue, Vineland, New Jersey 08360
(609) 691-7700
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(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Office)
Mr. Philip W. Koebig, III
President and Chief Executive Officer
Sun Bancorp, Inc.
226 Landis Avenue, Vineland, New Jersey 08360
(609) 691-7700
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Please send copies of all communications to:
John J. Spidi, Esq. Steven L. Kaplan, Esq.
Tiffany A. Henricks, Esq. ARNOLD & PORTER
MALIZIA SPIDI & FISCH, P.C. 555 Twelfth Street, N.W.
1301 K Street, N.W., Suite 700 East Washington, D.C. 20004
Washington, D.C. 20005 (202) 942-5998
(202) 434-4670
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this registration statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. : 333-80515
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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Title of Shares Amount to be Proposed Maximum Aggregate Proposed Maximum Amount of
to be Registered Registered Price Per Unit (1) Aggregate Offering Price Registration Fee
- ------------------------- ---------------- ---------------------------- ------------------------- -----------------------
<S> <C> <C> <C> <C>
Common Stock 287,500(2) $17.38 $4,996,750 $1,389.10
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</TABLE>
(1) Based on the average of the high and low sales price of the Common Shares
as reported by the Nasdaq National Market on July 19, 1999.
(2) Represents only the additional number of shares being registered. Does not
include 2,185,000 share registered pursuant to Registration Statement No.
333-80515 as to which a registration fee was previously paid.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is filed pursuant to Rule 462(b) under the
Securities Act of 1933, as amended, to register 287,500 additional shares of
Common Stock, par value $1.00 per share, of Sun Bancorp, Inc. (the "Company"),
for the offering pursuant to the Registration Statement on Form S-3 of the
Company (File No. 333-80515) filed with the Securities and Exchange Commission
on June 11, 1999, as amended, which was previously declared effective by the
Commission on July 21, 1999 at 5:00 p.m. The information contents of the
Registration Statement No. 333-80515 are hereby incorporated by reference into
this Registration Statement.
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules:
All exhibits and financial statement schedules filed with or
incorporated by reference into the Registration Statement No. 333-80515 are
incorporated by reference into, and shall be deemed part of, this registration
statement, except the following which are filed herewith:
5 Opinion of Malizia Spidi & Fisch, P.C.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Malizia Spidi & Fisch, P.C. (included in Exhibit 5)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Vineland, New Jersey, on July 22, 1999.
SUN BANCORP, INC.
By: /s/Philip W. Koebig, III
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Philip W. Koebig, III
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 below by the following
persons in the capacities indicated on July 22, 1999.
/s/Philip W. Koebig, III /s/Bernard A. Brown*
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Philip W. Koebig, III Bernard A. Brown
President, Chief Executive Officer and Director Chairman of the Board
(Principal Executive Officer)
/s/Sidney R. Brown* /s/Adolph F. Calovi*
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Sidney R. Brown Adolph F. Calovi
Vice Chairman, Treasurer and Secretary Director
/s/Peter Galetto, Jr.* /s/Anne E. Koons*
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Peter Galetto, Jr. Anne E. Koons
Director Director
/s/Robert F. Mack /s/Ike Brown*
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Robert F. Mack Ike Brown
Executive Vice President and Chief Financial Officer Director
(Principal Financial and Accounting Officer)
/s/Jeffrey S. Brown*
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Jeffrey S. Brown
Director
* Signed pursuant to a Power of Attorney.
EXHIBIT NO. 5
<PAGE>
MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1301 K STREET, N.W. 637 KENNARD ROAD
SUITE 700 EAST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 466-6625
(202) 434-4660 FACSIMILE: (814) 466-6703
FACSIMILE: (202) 434-4661
July 22, 1999
Board of Directors
Sun Bancorp, Inc.
226 Landis Avenue
Vineland, New Jersey 08360
Re: Registration Statement Under the Securities Act of 1933
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Ladies and Gentlemen:
This opinion is rendered in connection with the Registration Statement
on Form S-3 filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Act") relating to the offer and sale
(the "Offering") of up to 287,500 shares of common stock, par value $1.00 per
share (the "Common Stock"), of Sun Bancorp, Inc. (the "Company"). As special
counsel to the Company, we have reviewed such legal matters as we have deemed
appropriate for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the shares of Common
Stock of the Company covered by the aforesaid Registration Statement will, when
issued in accordance with the terms of the Offering against full payment
therefor, be validly issued, fully paid, and non-assessable shares of Common
Stock of the Company.
We hereby consent to the use of this opinion and to the reference to
our firm appearing in the Company's Prospectus under the heading "Legal
Matters." In giving this consent, we do not admit that we come within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Securities and Exchange Commission adopted under
the Act.
This opinion is given as of the effective date of the Registration
Statement and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.
Sincerely,
/s/Malizia Spidi & Fisch, PC
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MALIZIA SPIDI & FISCH, PC
EXHIBIT 23.1
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Sun Bancorp, Inc. on Form S-3 of our report dated February 1, 1999, incorporated
by reference in the Annual Report on Form 10-K of Sun Bancorp, Inc. for the year
ended December 31, 1998 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/Deloitte & Touche LLP
Philadelphia, Pennsylvania
July 22, 1999
