rfb8k.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): June 10, 2008
Republic
First Bancorp, Inc.
(Exact
name of Registrant as Specified in its Charter)
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Pennsylvania
(State
or Other Jurisdiction
of
Incorporation)
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000-17007
(Commission
File
Number)
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23-2486815
(IRS
Employer
Identification
No.)
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50 South
16th
Street, Suite 2400, Philadelphia, Pennsylvania 19102
(Address
of Principal Executive Offices)
(215) 735-4422
Registrant’s
telephone number, including area code
None
(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 (see
General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
1.01 Entry Into Materially Definitive Agreement.
Convertible
Trust Preferred Securities
On June
10, 2008, Republic First Bancorp, Inc. (the “Company”), through a newly formed
Delaware statutory trust, Republic First Capital Trust IV (the “Trust”), issued
$10.8 million of convertible trust preferred securities (“Trust Preferred
Securities”) in a private placement transaction to a group of four investors led
by Vernon W. Hill, II, the Founder and (retired) Chairman of Commerce Bancorp,
and Harry D. Madonna, Founder, Chairman and Chief Executive Officer of the
Company, through The Harry D. Madonna Family Trust (the “Holders” and each
individually a “Holder”).
The Trust
Preferred Securities have a 30 year term with a fixed interest rate of 8.00% and
are convertible into common stock of the Company (“Common Stock “) at the option
of the Holders at a conversion price of $6.50 (i) at any time on after the
occurrence of the following events (1) if, as of the last day of any calendar
quarter beginning with the quarter June 30, 2008, the closing sale price of the
Common Stock for at least 20 trading days in a period of 30 consecutive trading
days ending on the last trading day of such calendar quarter is more than 110%
of the conversion price in effect on the last day of such calendar or (2) upon a
change of control of the Company, (ii) at any time after June 30, 2009 and (iii)
on the business day immediately preceding the date of repayment of such Trust
Preferred Securities, whether at stated maturity or upon
redemption.
The Trust
Preferred Securities may be redeemed by Company (i) at any time on or after June
30, 2013 if the closing sale price of the Common Stock for at least 20 trading
days in a period of 30 consecutive trading days ending on the trading day prior
to the mailing of the notice of redemption exceeds 120% of the then prevailing
conversion price; and (ii) at any time on or after June 30, 2018.
The
Company fully and unconditionally guaranteed the Trust Preferred Securities
along with all obligations of the Trust pursuant to a Guarantee Agreement
between the Company and Wilmington Trust Company, as Guarantee Trustee and the
related operative documents. The proceeds from the sale of the Trust
Preferred Securities, together with the proceeds from the sale by the Trust of
its common securities to the Company, were invested by the Trust in Fixed Rate
Subordinated Convertible Debt Securities due 2038, issued by the Company
pursuant to the Indenture, dated as of the closing date, between the
Company and Wilmington Trust Company, as Trustee.
Mr. Hill
purchased $6.0 million of the Trust Preferred Securities which, together with
the $1.8 million of the Trust Preferred Securities purchased by the other
investors in his group, are convertible into 9.9% of the common stock of the
Company. Additionally, Mr. Madonna, purchased $3.0 million of the
Trust Preferred Securities, increasing his beneficial ownership of the Company’s
common stock to 9.9%, assuming conversion of the Trust Preferred
Securities.
Consulting
Agreement
On June
10, 2008, the Company entered into a consulting agreement with Mr. Hill for a
term of four years, pursuant to which the Company will pay to Mr. Hill a fee of
$250,000 per year in return for consulting services provided to the
Company. Additionally, Mr. Hill may designate one nominee for
election to the Board of Directors of the Company and Republic First Bank (the
“Bank”); subject to the director qualification standards of each of the Company
and the Bank. The agreement provides for termination with cause;
non-competition with the Company during the term of the agreement in New York,
New Jersey and Pennsylvania; non-solicitation of customers and employees for six
months following an early termination of the agreement; and, while Mr. Hill’s
designee serves on the Board of Directors, the following passivity commitments
to: (i) vote in favor of Company proposals regarding election of the Company’s
auditors and nominees to its Board of Directors; (ii) not, directly or
indirectly, seek additional representation on the Board of Directors or
representation on certain committees or executive offices of the Company or the
Bank, (iii) not propose a director in opposition to the Company’s or Bank’s
management’s nominee, (iv) not support, initiate or participate in any proxy
contest against the Company or the Bank, (v) not aid in the preparation of
publicity concerning the Company or the Bank without prior approval of the
Company, unless required by law, or otherwise make any public statement that
would reflect negatively against the Company or the Bank, (vi) not participate
in any litigation seeking to effect or facilitate a change in control, (vii) not
seek to amend, the charter or bylaws of the Company or the Bank, (viii) not
acquire beneficial ownership of 10.0% or more of the outstanding Common Stock of
the Company, (ix) not aid any of his affiliates to do any of the
foregoing.
Item
9.01 Financial Statements and Exhibits.
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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REPUBLIC
FIRST BANCORP, INC.
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Dated: June
10, 2008
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/s/
Paul Frenkiel
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Name:
Paul Frenkiel
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Title:
Chief Financial Officer
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