 
SECURITIES AND EXCHANGE
COMMISSION
 
Washington, DC  20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section  13 or 15(d) of
the Securities Exchange Act of 1934
Datethe of
ReportSecurities –Exchange April 15,Act 2004of 1934
 
Date of Report  -  April 19, 2004
 
Sun Bancorp, Inc.
(Exact Name of Registrant as Specified in
its Charter)
 
Pennsylvania0-1474523-2233584
(State of Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification Number)
(State of Other Jurisdiction(Commission(IRS Employer
155 North 15th Street Lewisburg, Pennsylvania17837
of Incorporation)File Number)Identification Number)
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number (Including Area Code) (570) 523-4300
N/A
(Former name or former address, if changed since last report)

Item
1.         Changes in Control of Registrant

  155 North 15th
  Street

  Lewisburg, Pennsylvania

  17837

  (Address of Principal Executive Offices)

  (Zip Code)

NotRegistrant’s
Telephone ApplicableNumber (Including Area Code)  (570) 523-4300
 
Item
2.         Acquisition or Disposition of
Assets.N/A
Not(Former Applicablename or former address, if changed
since last report)
 
Item
3.         Bankruptcy or Receivership.

  Item 1.

  Changes in Control of
  Registrant

  Not Applicable

  Item 2.

  Acquisition or Disposition of
  Assets.

  Not Applicable

  Item 3.

  Bankruptcy or Receivership.

  Not Applicable

  Item 4.

  Changes in Registrant’s
  Certifying Accountant.

  Not Applicable.

  Item 5.

  Other Events.

  Not Applicable.

  Item 6.

  Resignations of Registrant’s
  Directors.

  Not Applicable.

  Item 7.

  Financial Statements and
  Exhibits.

  Exhibits:

  99.1

  Press Release of Registrant,
  Sun Bancorp, Inc., dated April 19, 2004, regarding the financial performance
  of the Registrant for the three months ended March 31, 2004.

  99.2

  Sun Bancorp, Inc. Quarterly Financial Data Supplement for the
  quarter ended March 31, 2004

  Item 8.

  Change in Fiscal Year.

  Not Applicable.

  Item 9.

  Regulation FD Disclosure.

  Not Applicable.

Not Applicable
Item
4.         Changes in Registrant’s Certifying
Accountant.
Not Applicable.
Item
5.         Other Events.
Registrant files this
Current Report on Form 8-K to submit a copy of Registrant’s Press Release,
dated April 15, 2004, regarding the declaration of the second quarter
dividend.
Item
6.         Resignations of Registrant’s
Directors.
Not Applicable.
Item
7.         Financial Statements and Exhibits.
Exhibits:
99    Press Release of Registrant, Sun
Bancorp, Inc., dated April 15, 2004, regarding the declaration of the
second quarter dividend.
Item
8.         Change in Fiscal Year.
Not Applicable.
Item
9.         Regulation FD Disclosure.
Not Applicable.
Item
10.       Amendments to the Registrant’s Code
of Ethics, or Waiver of a Provision of the Code of Ethics.
Not Applicable.
2

Item 11.       Temporary Suspension of Trading under
Registrant’s Employee Benefit Plans.

  Item 10.

  Amendments to the
  Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

  Not Applicable.

  Item
  11.

  Temporary Suspension of Trading
  under Registrant’s Employee Benefit Plans.

  Not Applicable.

  Item
  12.

  Results of Operations and
  Financial Condition.

  On April 19, 2004, Sun Bancorp, Inc. announced its results of
  operations for the three months ended March 31, 2004.  A copy of the related press release is
  being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by
  reference in its entirety.  In
  addition, a copy of the Sun Bancorp, Inc. Quarterly Financial Data is being
  filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by
  reference in its entirety.

  The following information is furnished pursuant to Item 9,
  “Regulation FD Disclosure” and Item 12, “Results of Operations and Financial
  Condition

Not Applicable.
Item 12.       Results of Operations and Financial
Condition.
Not Applicable
3

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.
 
SUN BANCORP, INC.
(Registrant)
Dated: April 15, 2004/s/ Robert J. McCormack
Dated: April 19, 2004/s/ Robert J. McCormack
Robert J. McCormack
President & Chief Executive Officer
(Principal Executive Officer)
 
4

Exhibit
Index
 
  99.1

  Press Release of Registrant,
  Sun Bancorp, Inc., dated April 19, 2004, regarding the financial performance
  of the Registrant for the three months ended March 31, 2004.

  99.2

  Sun Bancorp, Inc. Quarterly Financial Data Supplement for the
  quarter ended March 31, 2004

5

155 North 15^th Street
Lewisburg, Pennsylvania		17837
(Address of Principal Executive Offices)		(Zip Code)

Pennsylvania	0-14745	23-2233584
(State of Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)
(State of Other Jurisdiction	(Commission	(IRS Employer
155 North 15th Street Lewisburg, Pennsylvania		17837
of Incorporation)	File Number)	Identification Number)
(Address of Principal Executive Offices)		(Zip Code)
Registrant’s Telephone Number (Including Area Code) (570) 523-4300
N/A
(Former name or former address, if changed since last report)

Item 1.	Changes in Control of Registrant

	Not Applicable

Item 2.	Acquisition or Disposition of Assets.

	Not Applicable

Item 3.	Bankruptcy or Receivership.

	Not Applicable

Item 4.	Changes in Registrant’s Certifying Accountant.

	Not Applicable.

Item 5.	Other Events.

	Not Applicable.

Item 6.	Resignations of Registrant’s Directors.

	Not Applicable.

Item 7.	Financial Statements and Exhibits.

	Exhibits:

	99.1	Press Release of Registrant, Sun Bancorp, Inc., dated April 19, 2004, regarding the financial performance of the Registrant for the three months ended March 31, 2004.

	99.2	Sun Bancorp, Inc. Quarterly Financial Data Supplement for the quarter ended March 31, 2004

Item 8.	Change in Fiscal Year.

	Not Applicable.

Item 9.	Regulation FD Disclosure.

	Not Applicable.

Item 10.	Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

	Not Applicable.

Item 11.	Temporary Suspension of Trading under Registrant’s Employee Benefit Plans.

	Not Applicable.

Item 12.	Results of Operations and Financial Condition.

	On April 19, 2004, Sun Bancorp, Inc. announced its results of operations for the three months ended March 31, 2004. A copy of the related press release is being filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference in its entirety. In addition, a copy of the Sun Bancorp, Inc. Quarterly Financial Data is being filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference in its entirety.

	The following information is furnished pursuant to Item 9, “Regulation FD Disclosure” and Item 12, “Results of Operations and Financial Condition

	SUN BANCORP, INC.
	(Registrant)
Dated: April 15, 2004	/s/ Robert J. McCormack
Dated: April 19, 2004	/s/ Robert J. McCormack
	Robert J. McCormack
	President & Chief Executive Officer
	(Principal Executive Officer)

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