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
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Date
of Report (Date of earliest event
reported) January 6, 2009
(December 30, 2008)
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Pennsylvania
Commerce Bancorp, Inc.
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(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 of
incorporation)
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(Commission
File Number)
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(IRS
Employer
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 800-653-6104
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N/A
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(Former
name or former address, if changed since last
report.)
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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
On and
effective as of December 30, 2008, Pennsylvania Commerce Bancorp, Inc. (the
“Company”) and Commerce Bank/Harrisburg (the “Bank”) entered into a Transition
Agreement with TD Bank N.A. and Commerce Bancorp, LLC (formerly Commerce
Bancorp, Inc. and together with TD Bank, N.A., “TD”). The Transition
Agreement terminated the Network Agreement dated January 1, 1997, as thereafter
amended in April 2002 and September 29, 2004 (the “Network Agreement”) and the
Master Services Agreement dated July 21, 2006 and its addenda (the “Master
Services Agreement”) by and between the Company, the Bank and/or TD (and/or
their predecessors). With timely advance notice by TD under the Network and
Master Services agreements, the agreements would have otherwise terminated on
December 31, 2009. The agreements are being terminated prior to such
date in connection with the March 2008 merger of Commerce Bancorp, Inc. into a
subsidiary of TD Bank N.A.
The
Network Agreement granted to the Company and the Bank, inter alia, the right to
use the name “Commerce Bank” and the red “C” logo. Under the Master
Services Agreement, TD performed a broad range of administrative and data
processing services for the Bank.
Pursuant
to the Transition Agreement, TD will provide to the Bank certain transaction
services, representing a continuation of the services provided to the Bank under
the terms of the Master Services Agreement until July 15, 2009 or at the Bank’s
option, until August 15, 2009, and certain tail services until August 15, 2009,
at which time TD will discontinue the provision of all such services, which will
thereafter be provided to the Bank by other service providers. If all
services provided by TD under the Transition Agreement (except tail services)
are terminated by or on July 15, 2009, and if all tail services terminate by or
on August 15, 2009, TD will pay to the Bank a fee in the amount of Six Million
($6,000,000.00) Dollars (“Incentive Fee”). The Incentive Fee will be
reduced to Three Million Two Hundred Fifty Thousand ($3,250,000.00) Dollars if
all services other than tail services terminate on or after July 16, 2009 but by
or on August 15, 2009 and if all tail services terminate by or on August 15,
2009. No Incentive Fee will be paid by TD if the above deadlines are
not met, unless such failure is due to delays caused by TD.
The
Transition Agreement also grants to the Company and the Bank a non exclusive
royalty free license to use the trademarks, service marks, logos, and domain
names which the Company and the Bank have historically used in the territory
where they currently operate their business. The Company and the Bank
are also licensed to use the names “Commerce Bank/Harrisburg” and “Commerce
Bancorp” and, subject to certain limitations, the red “C” logo, each in the same
form and manner consistent with past practice. The license will
expire on the earlier of September 30, 2009 or the date that the Company and the
Bank notify TD, in writing, that they no longer need the license and will
discontinue the use of the names, trademarks, service marks, logos and domain
names. Upon termination of the license, the Company and the Bank will
change their names, trademarks, service marks and logos. As
previously announced, the Company intends to change its name to Metro Bancorp,
Inc. and use a red “M” logo and the Bank intends to change its name to Metro
Bank and utilize the same red “M” logo. The Company and the Bank will
effect this name change by September 30, 2009. Upon the adoptions of
its new primary name, trademark, service mark and logo, the name “Commerce Bank”
and the red “C” logo and all other related marks will be discontinued and
removed from all of the Company’s and Bank’s décor, fixtures, art work, rugs,
carpets, promotional materials, supplies, branches, headquarters and
administrative buildings; in each case to be replaced by the new primary name
and trademark.
Item
1.02 Termination
of a Material Definitive Agreement
The
information set forth under “Item 1.01. Entry into a Material Definitive
Agreement” is incorporated by reference into this Item 1.02.
ADDITIONAL
INFORMATION AND WHERE TO FIND
IT
The
Company has filed with the Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4 (and will file an amended registration
statement on Form S-4/A) containing a joint proxy statement addressed to the
shareholders of the Company and Republic First Bancorp, Inc. (“Republic First”)
and a prospectus for the Company common stock to be offered in the merger of the
companies. A definitive proxy statement will be sent to shareholders
of both the Company and Republic First seeking approval of the
merger. Investors and shareholders are urged to carefully read the
registration statement, as amended, and the definitive proxy statement when they
become available because they will contain important information about the
merger. Investors and shareholders may obtain a free copy of the
registration statement and other documents filed with, or furnished to, the SEC
by the Company or Republic First at the SEC’s website at http://www.sec.gov. Copies of
the registration statement and other documents filed by the Company or Republic
First with the SEC may also be obtained free of charge from the Company 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).
The
respective directors, executive officers, and certain other members of
management and employees of the Company and Republic First may be participants
in the solicitation of proxies in favor of the merger from the respective
shareholders of the Company and Republic First. Information about the
directors and executive officers of the Company is set forth in the proxy
statement for the Company’s 2008 annual meeting of shareholders, as filed with
the SEC on April 23, 2008. Information about the directors and executive
officers of Republic First is included in the proxy statement for Republic
First’s 2008 annual meeting of shareholders, which was filed with the SEC on
March 11, 2008, and the current report on Form 8-K filed with the SEC on July
23, 2008. Additional information regarding the interests of such
participants in the merger will be included in the proxy statement/prospectus
and the other relevant documents filed with the SEC in connection with the
merger.
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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Date: January
6, 2009
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PENNSYLVANIA
COMMERCE BANCORP, INC.
(Registrant)
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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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