CBNJ Cape Bancorp, Inc.

 

UNITED STATES

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): March 30, 2015

 

CAPE BANCORP, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Maryland		001-33934		26-1294270
(State or Other Jurisdiction of Incorporation)		(Commission File No.)		(I.R.S. Employer Identification No.)

 

225 North Main Street, Cape May Court House, New Jersey		08210
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code:  (609) 465-5600

 

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):

 

¨

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01

Other Events

 

On March 30, 2015, Cape Bank (the “Bank”), the wholly-owned banking subsidiary of Cape Bancorp, Inc. (the “Company”), entered into a Purchase and Assumption Agreement with Sun National Bank (“Sun National”), the subsidiary of Sun Bancorp, Inc., pursuant to which the Bank agreed to acquire one Sun National branch office located at 12th Street & First Road, Hammonton, New Jersey 08037. The purchase includes approximately $34.1 million of deposits and approximately $4.9 million of loans. Subject to regulatory approval and customary closing conditions, the transaction is expected to close in July 2015.

 

A copy of the press release, dated March 31, 2015, issued by the Company to announce the execution of the Purchase and Assumption Agreement is attached hereto as Exhibit 99.1.

 

Forward-Looking Statements

 

Certain statements contained herein are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to a future period or periods, or by the use of forward-looking terminology, such as “may,” “will,” “believe,” “expect,” “estimate,” “anticipate,” “continue,” or similar terms or variations on those terms, or the negative of those terms. Forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including compliance costs and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity.

 

The Company wishes to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the result of any revisions, that may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

 

Item 9.01

Financial Statements and Exhibits

 

(a)

Financial Statements of Businesses Acquired. Not applicable.

(b)

Pro Forma Financial Information. Not applicable.

(c)

Shell Company Transactions. Not applicable.

(d)

Exhibits.

 

	Exhibit No.		Description
	99.1		Press release issued by the Company on March 31, 2015, announcing the Purchase and Assumption Agreement.

 

 

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.

 

		CAPE BANCORP, INC.
DATE:  March 31, 2015	By:	/s/ Michael D. Devlin
		Michael D. Devlin, President and
		Chief Executive Officer

 

 

 

Exhibit 99.1

 

 

 

 

 

NEWS RELEASE

Date: March 31, 2015

 

 

Contacts:

Cape Bancorp, Inc.

Michael D. Devlin, (609) 465-5600

President & Chief Executive Officer

 

Cape Bank to Purchase Hammonton, New Jersey

Branch from Sun National Bank

 

CAPE MAY COURT HOUSE, NEW JERSEY – Cape Bancorp, Inc. (NASDAQ: CBNJ), the holding company for Cape Bank, today announced that Cape Bank has entered into a definitive agreement with Sun National Bank (“Sun”) to acquire Sun’s branch location in Hammonton, New Jersey. The purchase includes approximately $34.1 million of deposits and approximately $4.9 million of loans. Subject to the receipt of regulatory approvals and the satisfaction of customary closing conditions, the branch purchase is expected to be completed in July of 2015.

“Cape Bank is excited to expand our franchise into Hammonton, New Jersey, an area in which our company is very familiar. We look forward to welcoming new customers to Cape Bank and providing them with full service banking and excellent customer service,” said Michael D. Devlin, President and CEO of Cape.

Sterne, Agee & Leach, Inc. is serving as financial advisor and Luse Gorman, PC is serving as legal counsel to Cape on the transaction. Sandler O’Neill & Partners, L.P. is serving as financial advisor and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to Sun on the transaction.

 ABOUT CAPE BANCORP, INC.

Cape Bancorp, Inc. with total assets of $1.1 billion at December 31, 2014, is the parent company of Cape Bank, a New Jersey chartered savings bank providing a complete line of business and personal banking products through its fourteen full service offices located throughout Atlantic and Cape May counties in Southern New Jersey, one drive-up teller/ATM operation in Atlantic County, one loan office in Center City, Philadelphia, and two market development offices located in Burlington County, New Jersey and in Radnor, Pennsylvania. Cape can be contacted at (609) 465-5600 or 225 North Main Street, Cape May Court House, New Jersey. To learn more about the Company, please visit www.capebanknj.com.

ABOUT SUN BANCORP, INC.

Sun Bancorp, Inc. (NASDAQ: SNBC) is a $2.7 billion asset bank holding company headquartered in Mount Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a community bank serving customers throughout New Jersey. Sun National Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the Federal Deposit Insurance Corporation (FDIC). For more information about Sun National Bank and Sun Bancorp, Inc., visit www.sunnationalbank.com.

FORWARD LOOKING STATEMENTS

This press release discusses primarily historical information. However, certain statements contained herein are "forward looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such forward looking statements may be identified by reference to a future period or periods, or by the use of forward looking terminology, such as "may," "will," "believe," "expect," "estimate," "anticipate," "continue," or similar terms or variations on those terms, or the negative of those terms. Forward looking statements are subject to numerous risks, as described in our SEC filings, and uncertainties, including, but not limited to, those related to the economic environment, particularly in the market areas in which the Company operated, competitive products and pricing, fiscal and monetary policies of the U.S. Government, changes in government regulations affecting financial institutions, including regulatory fees and capital requirements, changes in prevailing interest rates, acquisitions and the integration of acquired businesses, credit risk management, asset-liability management, the financial and securities markets and the availability of and costs associated with sources of liquidity.

 The Company wishes to caution readers not to place undue reliance on any such forward looking statements, which speak only as of the date made. The Company wishes to advise readers that the factors listed above could affect the Company's financial performance and could cause the Company's actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. The Company does not undertake and specifically declines any obligation to publicly release the results of any revisions, which may be made to any forward looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.