Post-effective Amendment to an S-8 Filing (s-8 Pos)
February 01 2018 - 7:41AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 1, 2018
Registration
No. 333-176754
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM
S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
SUN BANCORP, INC.
(Exact Name of Registrant as Specified in Its Charter)
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New Jersey
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52-1382541
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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350 Fellowship Road, Suite 101
Mt. Laurel, New Jersey 08054
(856)
691-7700
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Principal Executive Offices)
Sun Bancorp, Inc. 2010
Stock-Based Incentive Plan
(Full Title of the Plan)
Copies To:
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Christopher D. Maher
OceanFirst Financial Corp.
975 Hooper Avenue
Toms
River, New Jersey 08753
Phone: (732)
240-4500
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Steven J. Tsimbinos, Esq.
OceanFirst Financial Corp.
975 Hooper Avenue
Toms
River, New Jersey 08753
Phone: (732)
240-4500
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David C. Ingles, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
4 Times Square
New York,
New York 10036
Phone: (212)
735-3000
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Indicate by check mark whether the Registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging
growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following Registration Statement on Form
S-8
(the Registration Statement) filed with the Securities and Exchange Commission on September 9, 2011 by Sun Bancorp, Inc., a New Jersey corporation (Sun):
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Registration Statement on Form
S-8,
File
No. 333-176754,
registering 4,900,000 shares of common stock, par value $1.00 per share, for
issuance under the Sun Bancorp, Inc. 2010 Stock-Based Incentive Plan.
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Pursuant to the Agreement and Plan of Merger, dated
as of June 30, 2017, by and among OceanFirst Financial Corp., a Delaware corporation (Ocean First), Mercury Merger Sub Corp., a New Jersey corporation and a wholly-owned subsidiary of OceanFirst (Merger Sub), and Sun,
(i) Merger Sub merged with and into Sun, with Sun continuing as the surviving corporation, and (ii) Sun merged with and into OceanFirst (the Merger), with OceanFirst continuing as the surviving corporation.
In connection with the Merger, OceanFirst, as the successor to Sun, is terminating all offers and sales of its securities registered pursuant
to its existing registration statements under the Securities Act of 1933, as amended, including the Registration Statement. Accordingly, pursuant to the undertaking contained in the Registration Statement to remove from registration by means of a
post-effective amendment any of the securities that remain unsold or unissued at the termination of the offering, OceanFirst hereby amends the Registration Statement by deregistering all shares that remain unsold or unissued under such Registration
Statement.
SIGNATURES
The Registrant.
Pursuant to the
requirements of the Securities Act of 1933, as amended (the Securities Act), OceanFirst Financial Corp., as the successor to Sun Bancorp, Inc., 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Toms River, New Jersey
on February 1, 2018.
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OCEANFIRST FINANCIAL CORP.
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(as the successor to Sun Bancorp, Inc.)
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By:
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/s/ Christopher D. Maher
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Name:
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Christopher D. Maher
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Title:
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President and Chief Executive Officer
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No other person is required to sign this Post-Effective Amendment to the Registration Statement in
reliance upon Rule 478 of the Securities Act.
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