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) June 21, 2007
PARKE BANCORP, INC.
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(Exact name of Registrant as specified in its Charter)
New Jersey 0-51338 65-1241959
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(State or Other Jurisdiction SEC Commission (IRS Employer
of Incorporation) File No.) Identification
Number)
601 Delsea Drive, Washington Township, New Jersey 08080
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (856) 256-2500
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Not Applicable
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(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:
[ ] Written communications pursuant to Rule 425 under the Securities Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act
SUN BANCORP, INC.
INFORMATION TO BE INCLUDED IN REPORT
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Item 1.01 Entry into a Material Definitive Agreement
The disclosure set forth at Item 2.03 is incorporated herein by
reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June 21, 2007, the Registrant completed the issuance and sale of $3
million in aggregate liquidation amount of trust preferred securities (the
"Securities") issued by the Registrant's newly formed subsidiary, Parke Capital
Trust III, a Delaware Statutory Trust (the "Trust") in a pooled trust preferred
transaction. The Trust simultaneously issued 93 shares of the Trust's common
securities (the "Common Securities") to the Registrant for the purchase price of
$93,000 which constitute all of the issued and outstanding common securities of
the Trust. The Trust used the proceeds from the sale of the Securities and the
Common Securities to purchase $3,093,000 in aggregate principal amount of
unsecured junior subordinated deferrable interest debt securities issued by the
Registrant (the "Junior Subordinated Debt"). The net proceeds to the Registrant
from the sale of the Junior Subordinated Debt will be used by the Registrant for
general corporate purposes. [Confirm or revise]
The Securities and the Junior Subordinated Debt will mature on
September 15, 2037. Distributions on the Securities are cumulative and will be
payable quarterly at a floating rate equal to three-month LIBOR plus 1.50%,
reset quarterly. The initial rate is 6.86%. The Securities are redeemable at any
time after June 15, 2012 at par and without penalty, and may be redeemed earlier
following the occurrence of specified Special Events. In each case, the right of
the Registrant to redeem the related Junior Subordinated Debt, and thereby to
cause the redemption of the Securities, will be subject to the Registrant's
receipt of prior approval from the Federal Reserve, if then required under
applicable capital guidelines or policies of the Federal Reserve. The Registrant
has the ability to defer interest payments on the Securities for up to 20
consecutive quarterly periods (5 years), provided that there is no event of
default. The required notification period for such deferral will be 15 business
days or shorter. Interest on the Securities will accrue during the extension
period, and all accrued principal and interest must be paid at the end of each
extension period. During a deferral period, the Registrant may not, except in
certain limited circumstances, (i) declare or pay any dividends or distributions
on, or redeem, purchase, acquire, or make a liquidation payment with respect to,
any of the Registrant's capital stock or (ii) make any payment of principal of
or interest or premium, if any, on or repay, repurchase or redeem any debt
securities of the Registrant that rank pari passu in all respects with or junior
in interest to the Junior Subordinated Debt.
The Junior Subordinated Debt was issued pursuant to an Indenture, dated
as of June 21, 2007 (the "Indenture") between the Registrant as issuer and
Wilmington Trust Company as trustee. The terms of the Junior Subordinated Debt
are substantially the same as the terms of the Securities. The interest paid by
the Registrant on the Junior Subordinated Debt will be used by the Trust to pay
the quarterly distributions on the Securities.
The terms of the Securities are governed by an Amended and Restated
Declaration of Trust, dated as of June 21, 2007 (the "Trust Agreement") among
the Registrant as sponsor, Wilmington Trust Company, as institutional trustee
and Delaware trustee and the administrators named therein.
Under the terms of the Securities, an event of default generally occurs
upon the Registrant's failure to make required payments when due, its
declaration of bankruptcy, or breach of certain covenants with the Junior
Subordinated Debt, among other things.
In connection with the placement of the Securities, the Registrant
entered into a Guarantee Agreement with Wilmington Trust Company as guarantee
trustee, dated as of June 21, 2007 (the "Guarantee Agreement"), for the purpose
of guaranteeing the payment, after the expiration of any cure period, of any
amounts to be paid by the Trust under the terms of the Securities. The
obligations of the Registrant under the Guarantee Agreement constitute unsecured
obligations of the Registrant and rank subordinate and junior to all senior debt
of the Registrant. The Guarantee Agreement shall terminate upon the full payment
of the redemption price for the Securities or full payment of the Junior
Subordinated Debt upon liquidation of the Trust.
The placement of the Securities was conducted pursuant to a Placement
Agreement, dated June 13, 2007 (the "Placement Agreement"), among the
Registrant, the Trust and FTN Financial Capital Markets and Keefe, Bruyette &
Woods, Inc., as placement agents.
The preceding discussion is qualified in its entirety by reference to
the terms of the Trust Agreement, the Indenture, the Guarantee Agreement, the
form of Capital Securities Certificate and the Placement Agreement, copies of
which are attached hereto as Exhibits 4.1, 4.2, 4.3, 4.4 and 10.1, respectively
and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
4.1 Amended and Restated Declaration of Trust dated as of June 21, 2007
4.2 Indenture dated as of June 21, 2007
4.3 Guarantee Agreement dated as of June 21, 2007
4.4 Form of Capital Securities Certificate of Parke Capital Trust III
10.1 Placement Agreement dated June 13, 2007
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.
PARKE BANCORP, INC.
Date: June 25, 2007 By: /s/ Robert A. Kuehl
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Robert A. Kuehl
Senior Vice President
(Principal Financial Officer)