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) December 514, 2011

State Bancorp, Inc.

(Exact name of registrant as specified in its charter)

New York	001-14783	11-2846511
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Two Jericho Plaza

Jericho, NY 11753

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code (516) 465-2200

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:

x¨ 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 58.~~07 SUBMISSION~~01 OTHER ~~OF MATTERS TO A VOTE OF SECURITY HOLDERS~~EVENTS

~~Results~~State Bancorp, Inc. (“State Bancorp”), parent company of ~~Special~~State ~~Stockholders’~~Bank ~~Meeting~~of Long Island, announced that it has redeemed $36,842,000 of its outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A (“Preferred Stock”) issued to the U.S. Department of the Treasury on December 5, 2008 pursuant to the Troubled Asset Relief Program Capital Purchase Program. This amount represents 100% repayment of outstanding TARP funds. The redemption of the Preferred Stock is a condition to the closing of the merger of State Bancorp with and into Valley National Bancorp (“Valley”) and is being funded by cash received in connection with a senior note issued by State Bancorp to Valley. The warrant issued to the Treasury in connection with the issuance of the Preferred Stock remains outstanding at this time and will be assumed by Valley.

OnThe ~~December~~merger 5,is ~~2011,~~expected ~~State~~to ~~Bancorp,~~be ~~Inc.~~effective ~~(“State~~in ~~Bancorp”)~~very ~~held~~early aJanuary. We ~~special~~expect ~~meeting~~that ofon ~~stockholders~~January ~~(the~~3, ~~“Meeting”). As~~2012, ofState ~~the~~Bank ~~record~~of ~~date~~Long ~~there~~Island ~~were~~branches awill ~~total~~open ofas ~~16,959,792~~branches ~~shares~~ of ~~common~~Valley ~~stock~~National ~~outstanding~~Bank, ~~and~~a ~~entitled~~subsidiary toof ~~vote at the Meeting~~Valley. AtShortly ~~the~~after ~~Meeting 12,508,143~~completion ~~shares~~ of ~~common~~the ~~stock~~merger, ~~were~~State ~~represented~~Bancorp instockholders ~~person~~will orreceive bymaterials ~~proxy,~~from ~~therefore~~Valley asetting ~~quorum~~forth ~~was~~the ~~present. Two~~procedures ~~proposals~~for ~~were~~exchanging ~~presented~~their ~~and~~shares ~~voted~~in oncertificate ~~and~~form. State ~~the~~Bancorp ~~preliminary~~stockholders ~~results~~who ~~were~~hold ~~reported~~shares atin ~~the~~street ~~Meeting. Set~~name ~~forth~~will ~~below~~have ~~are~~their ~~the~~shares ~~final~~exchanged ~~results~~automatically ~~for~~by ~~both~~their ~~proposals~~brokers.

~~First~~A ~~Proposal~~copy ~~– Approval~~ of the ~~Agreement~~press ~~and~~release ~~Plan~~is ofattached ~~Merger~~hereto ~~dated~~ as ofexhibit ~~April 28, 2011 between Valley National Bancorp and State Bancorp, Inc~~99.1 ~~pursuant to which State Bancorp will merge with~~ and ~~into~~is ~~Valley~~incorporated ~~National~~herein ~~Bancorp~~by reference.

For: 12,125,203

Against: 374,196

Abstained: 8,744

Broker non-votes: 0

The Proposal was approved by the affirmative vote of a majority of the outstanding shares of common stock entitled to vote at the Meeting. The proposal therefore passed.

Second Proposal – Approval, on a non-binding advisory basis, of the compensation of the named executive officers of State Bancorp based on or related to the merger and the agreements and understandings concerning such compensation.

For: 11,051,338

Against: 1,320,459

Abstained: 136,346

Broker non-votes: 0

The Proposal was approved by the affirmative vote of holders of a majority of the shares of common stock present in person or represented by proxy and entitled to vote at the Meeting. The proposal therefore passed.

The press release announcing the foregoing is filed herewith as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d)

Exhibits

The following exhibit is filed as part of this report.:

Exhibit 99.1 Press release ~~of the Company~~ dated December 514, 2011.

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.

Date: December 6, 2011	State Bancorp, Inc.
Date: December 15, 2011	State Bancorp, Inc.
	By:	/s/ Brian K. Finneran
		Brian K. Finneran Chief Financial Officer

~~EXHIBIT~~ INDEX OF EXHIBITS

Exhibit Number	Description
99.1	Press release ~~of the Company~~ dated December 514, 2011

Filing Compare · STATE BANCORP INC