form8k.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): April
21, 2010 |
Republic
First Bancorp, Inc.
(Exact
name of registrant as specified in its charter)
|
Pennsylvania
(State
or other jurisdiction
of
incorporation)
|
000-17007
(Commission
File Number)
|
23-2486815
(I.R.S.
Employer
Identification
No.)
|
50
South 16th Street, Suite 2400, Philadelphia, PA 19102
(Address
of principal executive offices) (Zip code)
(215)-735-4422
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
|
[ ]
|
Written
communications pursuant to Rule 425 under the Securities
Act
|
|
[ ]
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act
|
|
[ ]
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act
|
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April
23, 2010, in response to a process initiated by Republic First Bancorp, Inc.
(the “Company”), the Company received a letter from The NASDAQ Stock Market, LLC
(“NASDAQ”) indicating that the Company violated NASDAQ Listing Rule 5635(c) (the
“Rule”), which Rule requires listed companies to receive the approval of
shareholders for any equity compensation plan. This resulted from the
Company’s distribution in early 2009 of 81,749 shares of the Company’s common
stock to five participants in the Company’s deferred compensation plan
(the “Plan”).
Prior to
its receipt of the NASDAQ letter, the Company has took actions to remedy the
violation by deducting the same number of shares distributed under the Plan from
the number of shares available under the Company’s Amendment and Restatement No.
3 of The Stock Option Plan and Restricted Stock Plan, which has been approved by
the Company’s shareholders.
Based on
the Company’s remedial actions, the April 23, 2010 NASDAQ letter states that the
Company has regained compliance with the Rule and, subject to this disclosure,
the matter is now closed.
Item
5.02Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On April
21, 2010, the Company’s board of directors terminated a board policy, which had
been in place since January 1, 1999, whereby all senior executive officers of
the Company, including the Company’s named executive officers, who are not
parties to individual employment agreements, were given the right to terminate
their employment and receive a severance payment upon the occurrence of certain
changes of control of the Company not receiving the requisite approval of the
board of directors, that is hostile takeovers. Under this policy,
each senior executive officer not party to an individual employment agreement
was entitled to a severance payment equal to twice the amount of such officer’s
annual base salary for the preceding fiscal year to be paid within fifteen days
of termination and all stock options previously granted would have become fully
vested on the date of termination. The policy was not terminated in
response to or in connection with any proposed change of control of the
Company.
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.
|
|
REPUBLIC
FIRST BANCORP, INC.
|
|
Date: April
23, 2010
|
By: /s/ Frank A.
Cavallaro
Frank A. Cavallaro
Senior Vice President
and
Chief Financial
Officer
|