Attached files
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EX-10 - AGREEMENT BY AND BETWEEN SUN NATIONAL BANK AND OCC - SUN BANCORP INC /NJ/ | ex-10.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported)
April
15, 2010
SUN
BANCORP, INC.
|
(Exact
name of registrant as specified in its
charter)
|
New
Jersey
|
0-20957
|
52-1382541
|
(State
or other jurisdiction
of
incorporation)
|
(SEC
File Number)
|
(IRS
Employer
Identification
No.)
|
226
Landis Avenue, Vineland, New Jersey
|
08360
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code:
|
(856)
691-7700
|
Not
Applicable
|
(Former
name or former address, if changed since last
report)
|
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2.
below):
|
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)).
|
SUN
BANCORP, INC.
INFORMATION
TO BE INCLUDED IN THE REPORT
Section
1 – Registrant’s Business and Operations
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
On April
15, 2010, the Board of Directors of Sun National Bank, the Registrant’s
wholly-owned subsidiary (the “Bank”), entered into an agreement (“Agreement”)
with the Office of the Comptroller of the Currency (“OCC”) to develop and
implement a profitability and capital plan which will provide for the
maintenance of adequate capital to support the Bank’s risk profile in the
current economic environment. The capital plan will also contain a
dividend policy allowing dividends only if the Bank is in compliance with the
capital plan, and obtains the prior non-objection of the OCC.
The Bank
has also agreed to (i) adopt and implement a program to protect the Bank’s
interest in criticized or classified assets; (ii) review and
revise the Bank’s loan review program; (iii) adopt and
implement a program for the maintenance of an adequate allowance for loan and
lease losses; and (iv) revise the Bank’s credit administration policies. The
Bank also agreed that its brokered deposits will not exceed 3.5% of total
deposits unless approved by the OCC.
Additional regulatory restrictions
require prior OCC approval before appointing or changing the responsibilities of
directors and senior executive officers, entering into any employment agreement
or other agreement or plan providing for the payment of a “golden parachute
payment” or the making of any golden parachute payment. Also, the
Bank’s FDIC assessment will increase. The OCC has also established
individual minimum capital ratios requiring the Bank to continue to maintain
Tier 1 Capital at least equal to 8.50% of adjusted total assets, to continue to
maintain Tier 1 Capital at least equal to 9.50% of risk-weighted assets and to
achieve, by June 30, 2010, and thereafter maintain, Total Capital at least equal
to 11.50% of risk-weighted assets. At December 31, 2009, the Bank was in
compliance with two of the three minimum capital ratios. The Bank had
Tier 1 Capital equal to 8.58% of adjusted total assets, Tier 1 Capital equal to
9.61% of risk-weighted assets and Total Capital equal to 10.87% of risk-weighted
assets at December 31, 2009.
Thomas X.
Geisel, President and Chief Executive Officer, stated “our Board of Directors
and management are taking all steps necessary to ensure we have strong and fully
compliant plans that address the items contained in the Agreement. We
understand that the environment
and the economy are mandating enhancements to prior industry norms.
We believe we have already initiated actions and made substantial progress with
many of the provisions. We are fully committed to continuing our close working
relationship with the OCC.”
The
Agreement will continue until terminated by the OCC. The foregoing
summary of the Agreement is qualified in its entirety by reference to the
Agreement, a copy of which is filed as Exhibit 10 hereto, and incorporated
herein by this reference.
2
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial
Statements and Exhibits.
(d)
|
Exhibits.
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10. Agreement
by and between Sun National Bank and the Office of the Comptroller of the
Currency dated April 15, 2010.
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SIGNATURES
|
|||
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has duly caused this Report to be signed on its behalf by the undersigned
hereunto duly authorized.
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SUN
BANCORP, INC.
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|||
Date: April
21, 2010
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By:
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/s/
Thomas X. Geisel
|
|
Thomas
X. Geisel
President
and Chief Executive Officer
(Duly
Authorized Representative)
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4