pacommerce8k.htm
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) November 13, 2008 (November
7, 2008)
Pennsylvania Commerce
Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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000-50961
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25-1834776
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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3801 Paxton Street,
Harrisburg, Pennsylvania
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17111
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code
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800-653-6104
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N/A
(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:
[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 1.01. Entry into a Material
Definitive Agreement.
1. Merger Agreement with
Republic First Bancorp, Inc.
On
November 7, 2008, Pennsylvania Commerce Bancorp, Inc., parent company of
Commerce Bank/Harrisburg (“Pennsylvania Commerce”), and Republic First Bancorp,
Inc., parent company of Republic First Bank (“Republic First”), entered into an
Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Republic
First will be merged with and into Pennsylvania Commerce (the
“Merger”). As a result of the Merger, the separate corporate
existence of Republic First will cease and Pennsylvania Commerce will continue
as the surviving corporation. For a period following the Merger, the
banking subsidiaries of the two holding companies will continue to operate as
separate banking subsidiaries of the surviving corporation. Each of
the directors of the respective companies has agreed to vote all of his shares
of common stock in favor of the Merger.
For each
share of Republic First common stock owned immediately prior to completion of
the Merger, Republic First shareholders will receive between 0.34 and 0.38 of a
share of Pennsylvania Commerce common stock, calculated on the basis of $10.00
per share. The actual exchange ratio will be based on the average closing price
of Pennsylvania Commerce common stock for twenty (20) consecutive trading days
preceding the effective date of the Merger.
Harry D.
Madonna, Chairman, President and Chief Executive Officer of Republic First and
Republic First Bank, and three other Republic First directors will be appointed
to the Pennsylvania Commerce Board of Directors upon consummation of the
Merger. The Merger Agreement provides that Mr. Madonna will enter
into an employment agreement with Pennsylvania Commerce. It is
anticipated that pursuant to such agreement, Mr. Madonna will serve as Vice
Chairman of Pennsylvania Commerce’s Board of Directors and continue as President
and Chief Executive Officer of Republic First Bank.
Republic
First and Pennsylvania Commerce have made customary representations, warranties
and covenants in the Merger Agreement, including Republic First making covenants
not to solicit alternative transactions or, subject to certain exceptions, to
enter into discussions concerning, or provide confidential information in
connection with, an alternative transaction. The representations and warranties
of the parties set forth in the Merger Agreement were made for purposes of the
Merger Agreement and are subject to certain materiality qualifications and other
limitations. Such representations and warranties may contain
materiality standards that differ from what may be viewed as material by
investors or may have been made for purposes of allocating risk between the
parties, rather than establishing matters of fact.
Pursuant
to the Merger Agreement, Pennsylvania Commerce will assume the obligations of
Republic First, including the assumption of outstanding options to purchase
Republic First common stock, which will be converted to options to purchase
Pennsylvania Commerce common stock, with appropriate adjustments reflecting the
exchange ratio, and the assumption of $10.8 million of convertible trust
preferred securities that Republic First issued to a group of investors on June
10, 2008. After the Merger, the outstanding convertible trust
preferred securities will be convertible at the election of the owners of the
trust preferred securities (in accordance with the terms of trust documents)
into common stock of Pennsylvania Commerce, based on the exchange
ratio.
The
Merger Agreement contains certain termination rights for both Pennsylvania
Commerce and Republic First and further provides that, upon termination of the
Merger Agreement under certain circumstances, Republic First may be obligated to
pay Pennsylvania Commerce a termination fee of $5 million.
Consummation
of the Merger is subject to a number of customary conditions, including
(i) the approval and adoption by the requisite votes of the holders of the
outstanding shares of common stock of Pennsylvania Commerce and Republic First;
(ii) the registration of the offering of the Pennsylvania Commerce common
stock to the Republic First shareholders under the Securities Act of 1933, as
amended, and the listing of such stock for trading on the NASDAQ Stock Market;
and (iii) certain regulatory approvals.
The above
description is not a complete description of the Merger Agreement and Merger and
is qualified in its entirety by reference to the Merger Agreement, attached
hereto (without exhibits or schedules) as Exhibit 2.1 and incorporated herein by
reference.
2. Agreement with Fiserv
Solutions, Inc.
On
November 10, 2008, Commerce Bank/Harrisburg entered into a services agreement
with Fiserv Solutions, Inc., a Wisconsin corporation ("Fiserv"). The
agreement, effective November 7, 2008, is for a period of seven years, subject
to automatic renewal for additional terms of two years unless either party gives
the other written notice of non-renewal at least 180 days prior to expiration of
the term. The agreement will allow the bank to transition to Fiserv
many of the services that have been provided by Commerce Bank, N.A.
which is a subsidiary of The Toronto-Dominion Bank. The various
services include: core system hosting, item processing, deposit and loan
processing, electronic banking, data warehousing and other banking
functions.
Fiserv
will also provide implementation and training services to the extent
applicable. Fiserv agrees to comply with the bank’s reasonable safety
and security procedures and other reasonable rules applicable to the bank’s
facilities. The bank will provide or procure from Fiserv all
necessary communication lines, terminals, equipment, computer software and
interface devices.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
Pennsylvania
Commerce will file a registration statement on Form S-4 containing a joint proxy
statement addressed to the shareholders of Pennsylvania Commerce and Republic
First and a prospectus for the Pennsylvania Commerce common stock to be offered
in the Merger with the Securities and Exchange Commission (the
“SEC”). A definitive proxy statement will be sent to shareholders of
both Pennsylvania Commerce and Republic First seeking approval of the
Merger. Investors and shareholders are urged to read the registration
statement carefully when it becomes available, because it will contain important
information about the Merger. Investors and shareholders may obtain a free copy
of the registration statement, when it becomes available, and other documents
filed with, or furnished to, the SEC by Pennsylvania Commerce or Republic First
at the SEC’s website at http://www.sec.gov. Copies
of the registration statement and other documents filed by Pennsylvania Commerce
or Republic First with the SEC may also be obtained free of charge from
Pennsylvania Commerce by directing a request to Ms. Sherry Richart at
Pennsylvania Commerce Bancorp, Inc., 3801 Paxton Street, Harrisburg, PA, 17111
(telephone: 800-653-6104) or from Republic First by directing a
request to Ms. Linda Lewis at Republic First Bancorp, Inc., 50 South 16th
Street, Suite 2400, Philadelphia, PA, 19102 (telephone: (215)
735-4422 Ext. 5332).
Item 9.01.
Financial Statements and Exhibits.
The
following exhibits are filed herewith:
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Exhibit
Number
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Exhibit
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2.1
10.1
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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.
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Pennsylvania
Commerce Bancorp, Inc.
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(Registrant)
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Date:
November 13, 2008
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/s/
Mark A. Zody
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Mark
A. Zody
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
Number
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Description
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2.1
10.1
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