Post-effective Amendment to an S-8 Filing (s-8 Pos)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

As filed with the Securities and Exchange Commission on February 1, 2018

Registration No. 333-118812

Registration No. 333-161289

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENTS

UNDER

THE SECURITIES ACT OF 1933

SUN BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

New Jersey

52-1382541

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

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. 2004

Stock-Based Incentive Plan

(Full Title of the Plan)

Copies To:


Christopher D. Maher	Steven J. Tsimbinos, Esq.	David C. Ingles, Esq.
OceanFirst Financial Corp.	OceanFirst Financial Corp.	Skadden, Arps, Slate, Meagher & Flom LLP
975 Hooper Avenue	975 Hooper Avenue	4 Times Square
Toms River, New Jersey 08753	Toms River, New Jersey 08753	New York, New York 10036
Phone: (732) 240-4500	Phone: (732) 240-4500	Phone: (212) 735-3000

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.

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 Statements on Form S-8 (the “Registration Statements”) filed with the Securities and Exchange Commission by Sun Bancorp, Inc., a New Jersey corporation (“Sun”):

•

Registration Statement on Form S-8, File No. 333-118812, filed on September 3, 2004, registering 450,000 shares of common stock, par value $1.00 per share, for issuance under the Sun Bancorp, Inc. 2004 Stock-Based Incentive Plan.

•

Registration Statement on Form S-8, File No. 333-161289, filed on August 12, 2009, registering 1,926,098 shares of common stock, par value $1.00 per share, for issuance under the Sun Bancorp, Inc. 2004 Stock-Based Incentive Plan.

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 Statements. Accordingly, pursuant to the undertaking contained in the Registration Statements to remove from registration by means of post-effective amendments any of the securities that remain unsold or unissued at the termination of the offering, OceanFirst hereby amends the Registration Statements by deregistering all shares that remain unsold or unissued under such Registration Statements.

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 Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in Toms River, New Jersey on February 1, 2018.


OCEANFIRST FINANCIAL CORP.
(as the successor to Sun Bancorp, Inc.)

By:		/s/ Christopher D. Maher
Name:		Christopher D. Maher
Title:		President and Chief Executive Officer