<PAGE>
As filed with the Securities and Exchange Commission _____________, l999
Registration No.: 33-_______
____________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
____________________
PENNSYLVANIA COMMERCE BANCORP, INC.
----------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
Pennsylvania 25-1834776
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
100 Senate Avenue, CampHill, Pennsylvania 17001-8599 (717) 975-5630
-------------------------------------------------------------------
(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)
1996 Employee Stock Option Plan
-------------------------------
(Full title of the plan)
JAMES T. GIBSON
President and C.E.O.
PENNSYLVANIA COMMERCE BANCORP, INC.
100 Senate Avenue
Post Office Box 8599
Camp Hill, Pennsylvania 17011-8599
---------------------------------------
(Name and Address of Agent for Service)
Copies to:
BRADLEY A. WALKER
METTE, EVANS & WOODSIDE
3401 North Front Street
P.O. Box 5950
Harrisburg, Pennsylvania 17110-0950
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Proposed
Title of each class Amount Proposed maximum
of securities to to be maximum offering aggregate offering Amount of registration
be registered Registered/1/ price per unit/2/ price fee
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 116,128 $27.13 $3,150,553 $955.00
Par value
$1.00 per share
</TABLE>
/1/ There are 231,800 shares (adjusted for dividends) authorized to be
granted under the 1996 Employee Stock Option Plan, as amended. There
have been 115,672 options granted under the Plan, some of which are
currently exercisable stock options. The shares subject to exercisable
stock options were included in the number of shares registered on the
Registrant's S-4 Registration Statement filed on May 14, 1999. Thus,
the number of shares being registered on this S-8 Registration
Statement includes only the 116,128 remaining shares which may be
granted under the Plan and were not previously registered.
/2/ Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 and based on a price of $27.13, which is the
average of the bid and ask prices of the Common Stock on June 25, 1999,
as reported on the NASDAQ Small Cap.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 have been sent or given to participants in the Commerce Bank/Harrisburg,
N.A. (ACommerce')1996 Employee Stock Option Plan (the "Plan"). Pursuant to the
reorganization consummated on or about July 1, 1999, Commerce was reorganized
into a one-bank holding company, and became the wholly owned subsidiary of
Pennsylvania Commerce Bancorp, Inc. (the ACompany"). Pursuant to the
reorganization, Commerce shareholders received shares of the Company's common
stock (one-for-one) in exchange for shares of their Commerce common stock. The
Company will continue the Plan and honor outstanding options with the Company's
common stock.
The documents given to participants in the Plan are not being filed
with the Commission, but constitute (along with the documents incorporated by
reference into this Registration Statement pursuant to Item 3 of Part II ) a
Prospectus that meets the requirements of Section 10(a) of the Securities Act of
1933.
-2-
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(1) The Annual Report of Commerce Bank/Harrisburg, N.A. on Form 10-KSB
for its fiscal year ended December 31, 1998.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act of 1934 since December 31, 1998.
(3) The description of the Company's common stock contained in the
Company's S-4Registration Statement filed on May 14, 1999, which became
effective on or about June 3, 1999.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Howell C. Mette, a partner in the law firm of Mette, Evans & Woodside,
the Company's general counsel, is a voting director of the Company.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1742 of the Pennsylvania Business Corporation Law of
1988, as amended (the ABCL") provide that a business corporation may indemnify
directors and officers against liability they may incur as such provided that
the particular person acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation and,
with respect to any criminal proceeding, had no reasonable cause to believe his
or her conduct was unlawful. In the case of actions against a director or
officer by or in the right of the Corporation, the power to indemnify extends
only to expenses (not judgments and amounts paid in the settlement) and such
power generally does not exist if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the Corporation unless
it is judicially determined that, despite the adjudication of liability but in
view of all the circumstances of the case, the person is fairly and reasonably
entitled to indemnification for specified expenses. Under Section 1743 of the
BCL, the Corporation is required to indemnify directors and officers against
expenses they may incur in defending actions against them in such capacities if
they are successful on the merits or otherwise in the defense of such actions.
Under Section 1745 of the BCL, a corporation may pay the expenses of a director
or officer incurred in defending an action or proceeding in advance of the final
amounts advanced unless it is ultimately determined that such person is entitled
to indemnification from the corporation. Article 12 of the Corporation's
Articles of Incorporation and Article 20 of the Corporation's Bylaws provide
indemnification of directors, officers and other agents of the Corporation and
advancement of expenses to the extent otherwise permitted by the BCL.
-3-
<PAGE>
Section 1746 of the BCL grants a corporation broad authority to
indemnify is directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted wilful misconduct or recklessness. Article 12 of the
Corporation's Articles of Incorporation provides that the Corporation indemnify
any and all persons whom it shall have the power to indemnify for and against
any and all expenses, liabilities or other matters for which indemnification is
permitted by applicable laws.
Article 20 of the Corporation's Bylaws conditions any indemnification
or advancement of expenses upon a determination, made in accordance with the
procedures specified in Section 1744 of the BCL, by the Corporation's directors
or shareholders that indemnification or advancement of expenses is proper
because the director or officer met the standard of conduct set forth in Section
1741 or 1742 of the BCL, as applicable.
As authorized by Section 1747 of the BCL, the Corporation maintains, on
behalf of its directors and officers, insurance protection against certain
liabilities arising out of the discharge of their duties, as well as insurance
covering The Corporation for indemnification payments made to its directors and
officers for certain liabilities. The premiums for such insurance are paid by
the Corporation.
Item 7. Exemption from Registration Claimed.
Not Applicable. No exemption from registration is claimed.
Item 8. Exhibits.
4. 1996 Employee Stock Option Plan of Commerce Bank/Harrisburg,
N.A. (which is being continued by the Company).
5. Opinion of Mette, Evans & Woodside, General Counsel of the
Company.
23.a. Consent of Mette, Evans & Woodside, General Counsel of the
Company - included in Exhibit 5.
23.b. Consent of Beard & Company, Inc.
24. Powers of Attorney included ASIGNATURES" section of this Part
II.
Item 9. Undertakings.
The Company hereby undertakes:
(1) Regulation S-K, Item 512(a)(1) - To file, during any period in
which it offers or sells securities, a post-effective
amendment to this registration statement to:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the
-4-
<PAGE>
aggregate, represent a fundamental change in the information
set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided, however,
that Paragraphs (1)(i) and (1)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective
amendment is incorporated by reference for periodic reports
filed by the Company under the Exchange Act of 1934.
(2) Regulation S-K, Item 512(a)(2) - For purposes of determining
any liability under the Securities Act of 1933, treat each
post-effective amendment as a new registration statement of
the securities offered, and the offering of the securities at
that time to be the initial bona fide offering.
(3) Regulation S-K, Item 512(a)(3) - File a post-effective
amendment to remove from registration any securities that
remain unsold at the end of the offering.
(4) Regulation S-K, Item 512(e) - Insofar as indemnification for
liabilities under the Securities Act of 1933 may be permitted
to Directors, Officers and controlling persons of the Company
pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Company of expenses incurred or paid by a Director, Officer or
controlling person of the Company in the successful defense of
any action, suit or proceeding (is asserted by such Director,
Officer or controlling person in connection with the
securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in Camp Hill,
Pennsylvania, on June 30, 1999.
PENNSYLVANIA COMMERCE BANCORP, INC.
By: /s/ James T. Gibson
---------------------------
James T. Gibson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated. Each person whose
signature appears below in so signing also makes, constitutes and appoints James
T. Gibson and Gary L. Nalbandian, and each of them acting alone, his true and
lawful attorney-in-fact, with full power of substitution, for him in any and all
capacities, to execute and cause to be filed with the Securities and Exchange
Commission any or all amendments and post-effective amendments to this
Registration Statement, with exhibits thereto and other documents in connection
therewith, and hereby ratifies and confirms all that said attorney-in-fact or
his substitute or substitutes may do or cause to be done by virtue hereof.
Signature Title Date
--------- ----- ----
/s/ Gary L. Nalbandian Director June 30, 1999
- ------------------------------------------------------------------------------
Gary L. Nalbandian
/s/ Vernon W. Hill, II Director June 30, 1999
- ------------------------------------------------------------------------------
Vernon W. Hill, II
/s/ Douglas S. Gelder Director June 30, 1999
- ------------------------------------------------------------------------------
Douglas S. Gelder
/s/ Alan R. Hassman Director June 30, 1999
- ------------------------------------------------------------------------------
Alan R. Hassman
/s/ Howell C. Mette Director June 30, 1999
- ------------------------------------------------------------------------------
Howell C. Mette
/s/ Michael A. Serluco Director June 30, 1999
- ------------------------------------------------------------------------------
Michael A. Serluco
/s/ Samir J. Srouji Director June 30, 1999
- ------------------------------------------------------------------------------
Samir J. Srouji
President,
Chief Executive Officer and
/s/ James T. Gibson Director June 30, 1999
- ------------------------------------------------------------------------------
James T. Gibson
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4. 1996 Employee Stock Option Plan of Commerce Bank/Harrisburg, N.A.
(which is being continued by the Company).
5. Opinion of Mette, Evans & Woodside, General Counsel of the Company.
23.a. Consent of Mette, Evans & Woodside, General Counsel of the Company -
included in Exhibit 5.
23.b. Consent of Beard & Company, Inc.
24. Powers of Attorney included "SIGNATURES" section of this Part II.
<PAGE>
EXHIBIT 4.
1996 EMPLOYEE STOCK OPTION PLAN
COMMERCE BANK/HARRISBURG, NATIONAL ASSOCIATION
1. Purpose of Plan
---------------
The purpose of this Plan is to enable Commerce Bank/Harrisburg,
National Association (hereinafter referred to as the "Bank") to
continue to compete successfully in attracting and retaining key
employees with outstanding abilities by making it possible for them to
purchase shares of the Bank's Common Stock on terms which will give
them a more direct and continuing interest in the future success of the
Bank.
2. Definitions
-----------
"Bank" means Commerce Bank/Harrisburg, National Association, a national
----
banking institution.
"Board" means the Board of Directors of the Bank.
-----
"Committee" means a committee established by the Board. The Committee
---------
shall consist of three or more members of the Board. No member of the
Committee may receive Options under the Plan. The Personnel Committee
may be the Committee if it meets these qualifications.
"Employees" means employees, including officers, regularly employed on
---------
a salary basis by the Bank.
"Fair Market Value" of a share of the Bank's Common Stock shall mean
-----------------
its closing sale price on the principal stock exchange on which the
stock is traded on the date as of which the value is being determined.
If there is no reported sale on that date, the Fair Market Value shall
be the closing sale on the next preceding day for which a sale was
reported. However, the Committee, in the good faith exercise of its
discretion, may determine that the closing sale price does not reflect
the true Fair Market Value of a share of Common Stock. If it so
determines, the Fair Market Value shall be the average closing sale
price on the principal stock exchange on which the Bank's Common Stock
is traded during the twenty (20) day period immediately preceding the
date on which Fair Market Value is being determined.
"ISO" means an incentive stock option described in Section 422 of the
---
Internal Revenue Code of 1986, as amended.
"NQSO" means a stock option which is not described in Section 422 of
----
the Internal Revenue Code of 1986, as amended.
"Option" means an option, either in the form of an ISO or NSQO, granted
------
in accordance with the terms of this Plan.
"Optionee" means a person to whom an option has been granted under this
--------
Plan which has not expired or been fully exercised or surrendered.
"Shares" means shares of Common Stock of the Bank.
------
<PAGE>
3. Limits on ISOs
--------------
The total number of Shares for which Options may be granted under this
Plan shall not exceed in the aggregate 100,000 Shares. This number
shall be appropriately adjusted if the number of issued Shares shall be
increased or reduced by change in par value, combination, or split-up,
reclassification, distribution of a dividend payable in stock, or the
like. Shares covered by Options which have expired or which have been
surrendered may again be optioned under this Plan. Options may be
granted in the form of ISOs or NQSOs.
4. Adjustment of Options
---------------------
The number of Shares optioned from time to time to individual Optionees
under the Plan, and the Option prices therefor, shall be appropriately
adjusted to reflect any changes in par value, combination, split-up,
reclassification, distribution of dividend payable in stock, or the
like.
5. Granting of Options
-------------------
The Board, or if the Board so determines, the Committee, is authorized
to grant Options to selected employees pursuant to this Plan during the
calendar year 1996 and in any calendar year thereafter to December 31,
2005. The number of Shares, if any, optioned in each year, the
employees to whom Options are granted, and the number of Shares
optioned to each employee selected shall be wholly within the
discretion of the Board or the Committee. The Board may grant both ISOs
and NQSOs to the same employee. Board action on Options and
administration of this Plan shall be only upon the advice and
recommendation of the Committee if the Board has appointed a Committee.
6. Terms of ISOs
-------------
ISOs granted under this Plan shall contain the following terms:
(a) The ISO price shall be fixed by the Board or the Committee but
shall in no event be less than 100% of the fair market value
of the Shares subject to the ISO on the date the ISO is
granted. The ISO price, in the case of an Optionee who, at the
time the Option is granted, owns more than 10% of the
outstanding Shares of the Bank's Common Stock shall be at
least 110% of the fair market value of the Shares subject to
the ISO on the date the ISO is granted.
(b) ISOs shall not be transferable otherwise than by will or by
the laws of descent and distribution. No ISO shall be subject,
in whole or in part, to attachment, execution or levy of any
kind.
(c) Each ISO shall expire and all rights under the ISO shall
end at the expiration of the exercise period for the ISO,
which shall not be more than ten years after the date on which
it was granted. Provided, however, that in the case of an
Optionee who, at the time the Option is granted, owns more
than 10% of the outstanding shares of the Bank's Common Stock,
ISOs shall expire no more than five years after the date on
which the ISO was granted.
-2-
<PAGE>
(d) ISOs shall be exercisable only by the Optionee during the
Optionee's lifetime. ISOs may be exercised only while employed
by the Bank or within (i) three years after retirement, or
(ii) three months after termination of employment (but in any
event not later than the end of the period fixed by the Board
or the Committee of the Board in accordance with the
provisions of paragraph (c) of Section 6. An ISO is
exercisable by retired or terminated Optionees only to the
extent the ISO was exercisable by the Optionee on the last day
of his or her employment with the Bank. For purposes of this
paragraph (d), retirement shall mean termination of employment
by an Optionee who has attained age 62. If an Optionee retires
due to disability, the ISOs granted to the Optionee shall be
exercisable within 12 months of the date of retirement (but in
any event not later than the end of the period fixed by the
Board or the Committee of the Board in accordance with the
provisions of paragraph (c) of this Section 6.
(e) If an Optionee dies within a period during which an ISO could
have been exercised by the Optionee, the ISO may be exercised
within three years after the Optionee's death (but not later
than the end of the period fixed by the Board or the Committee
of the Board in accordance with the provisions of paragraph
(c) of this Section 6) by those entitled under the Optionee's
will or the laws of descent and distribution, but only if and
to the extent the ISO was exercisable by the Optionee
immediately prior to the Optionee's death.
(f) If Optionee's employment with the Bank is terminated by the
Bank for the misconduct of Optionee, all ISOs granted to the
Optionee prior to termination shall be forfeited by Optionee
and rendered unexercisable.
(g) ISOs may be exercised in whole or in part from time to time,
subject to the provisions of this Plan and to such additional
or different terms regarding the exercise of the ISOs as the
Board or the Committee of the Board may fix at the time of
grant.
(h) ISOs shall not be granted to any individual pursuant to this
Plan, the effect of which would be to permit that individual
first to exercise ISOs, in any calendar year, for the purchase
of Shares having a fair market value in excess of $100,000
(determined at the time of the grant of the ISOs. Any Optionee
may exercise ISOs for the purchase of Shares valued in excess
of $100,000 (determined at the grant of the ISOs) in any
calendar year, but only if the right to exercise the ISOs
shall have first become available in prior calendar years.
7. Terms of NQSOs.
--------------
NQSOs granted under this Plan shall contain the following
terms:
(a) The NQSO price shall be fixed by the Board or the
Committee, and may be less than 100% of the fair
market of the Shares subject to the NQSO on the date
the NQSO is granted.
(b) NQSOs shall not be transferable otherwise than by
will or by the laws of descent and distribution. No
NQSO shall be subject, in whole or in part, to
attachment, execution or levy of any kind.
-3-
<PAGE>
(c) Each NQSO shall expire and all rights under the NQSO
shall end at the expiration of the exercise period
for the NQSO, which shall not be more than ten years
after the date on which it was granted. The Board or
the Committee shall establish the exercise period for
each NQSO, subject in all cases to paragraphs (d),
(e) and (f) of this Section 7.
(d) NQSOs shall be exercisable only by the Optionee
during the Optionee's lifetime. NQSOs may be
exercised only while employed by the Bank or within
(i) three years after retirement, or (ii) three
months after termination of employment (but in any
event not later than the end of the period fixed by
the Board or the Committee of the Board in accordance
with the provisions of paragraph (c) of Section 7).
An NQSO is exercisable by retired or terminated
Optionees only to the extent the NQSO was exercisable
by the Optionee on the last day of his or her
employment with the Bank. For purposes of this
paragraph (d), retirement shall mean termination of
employment by an Optionee who has attained age 62. If
an Optionee retires due to disability, the NQSOs
granted to the Optionee shall be exercisable within
12 months of the date of retirement (but in any event
not later than the end of the period fixed by the
Board or the Committee of the Board in accordance
with the provisions of paragraph (c) of this Section
7).
(e) If an Optionee dies within a period during which an
NQSO could have been exercised by the Optionee, the
NQSO may be exercised within three years after the
Optionee's death (but not later than the end of the
period fixed by the Board or the Committee of the
Board in accordance with the provisions of paragraph
(c) of this Section 7) by those entitled under the
Optionee's will or the laws of descent and
distribution, but only if and to the extent the NQSO
was exercisable by the Optionee immediately prior to
the Optionee's death.
(f) If Optionee's employment with the Bank is terminated
by the Bank for the misconduct of Optionee, all NQSOs
granted to the Optionee prior to termination shall be
forfeited by Optionee and rendered unexercisable.
(g) NQSOs may be exercised in whole or in part from time
to time, subject to the provisions of this Plan and
to such additional or different terms regarding the
exercise of the NQSOs as the Board or the Committee
of the Board may fix at the time of grant.
8. Vesting of Options
------------------
No Option granted under this Plan may be exercised within one year from
the date of the grant of the Option. Options held more than one year
may be exercised based upon years of service or upon the Option holding
period, whichever is sooner, pursuant to the following schedule:
Years of Service Percent Vested
---------------- --------------
Less than 3 years 25%
More than 3 years and less than 6 years 50
-4-
<PAGE>
More than 6 years and less than 8 years 75
More than 8 years 100
Option Holding Period Percent Vested
--------------------- --------------
Less than 1 year 0%
More than 1 year and less than 2 years 25
More than 2 years and less than 3 years 50
More than 3 years and less than 4 years 75
More than 4 years 100
9. Exercise Eligibility Period Following Termination of Employment
---------------------------------------------------------------
Options granted under this Plan less than one year prior to date of
termination of employment are not exercisable under any circumstances.
Options granted at least one year prior to termination of employment
must be exercised prior to the expiration date of the Option and within
the period set forth below depending upon the reason for termination:
<TABLE>
<CAPTION>
<S> <C> <C>
Exercise Eligibility
Options Eligible Period for Option
Termination Reason for Exercise Tax Treatment
------------------ ---------------- --------------------
Retirement 100% of outstanding 3 years from
Options retirement date
Death while employed 100% of outstanding 3 years from
Options date of death
Total & permanent 100% of outstanding 1 year from term-
disability Options ination date
Misconduct None Not applicable
Any other reason Any Option 100% vest- 3 months from
ed plus the vested termination date
portion of the next
oldest Option
</TABLE>
10. Reorganization of the Bank
--------------------------
In the event that the Bank is succeeded by another corporation or bank
in a reorganization, merger, consolidation, acquisition of property or
stock, separation or liquidation, the successor corporation or bank
shall assume the outstanding Options granted under this Plan or shall
substitute new Options for them.
11. Delivery of Shares
------------------
No Shares shall be delivered upon the exercise of an Option until the
Option price has been paid in full in cash or, at the discretion of the
Board or the Committee, in whole or in part in the Bank's Common Stock
owned by the Optionee valued at fair
-5-
<PAGE>
market value on the date of exercise. If required by the Board, no
Shares will be delivered upon the exercise of an Option until the
Optionee has given the Bank a satisfactory written statement that he is
purchasing the Shares for investment and not with a view to the sale or
distribution of Shares.
12. Continuation of Employment
--------------------------
Neither this Plan nor any Option granted under this Plan shall confer
upon any employee any right to continue in the employ of the Bank or
limit in any respect the right of the Bank or to terminate the
employee's employment at any time.
13. Administration
--------------
The Board or the Committee may make rules and regulations and establish
procedures as it deems appropriate for the administration of this Plan.
In the event of a disagreement as to the interpretation of this Plan,
any amendment thereto, any rule, regulation or procedure thereunder, or
as to any right or obligation arising from or related to this Plan, the
decision of the Board or the Committee shall be final and binding upon
all persons in interest, including the Bank, Optionees, and
shareholders of the Bank.
14. Reservation of Shares
---------------------
Shares delivered upon the exercise of an Option shall, in the
discretion of the Board or the Committee, be either authorized but
unissued Shares, or previously issued Shares acquired by the Bank
through purchase in the open market or otherwise, or a combination of
both. The Bank shall be under no obligation to reserve or to retain in
its treasury any particular number of Shares at any time, and no
particular Shares, whether unissued or held as treasury Shares, shall
be identified as those optioned under this Plan.
15. Amendment of Plan
-----------------
The Board without further action by the shareholders may amend this
Plan from time to time as it deems desirable. However, no amendment
shall increase the maximum number of Shares for which Options may be
granted, reduce the minimum Option price, extend the maximum Option
period, or permit the granting of Options after December 31, 2005.
16. Termination of the Plan
-----------------------
The Board may, in its discretion, terminate this Plan at any time prior
to December 31, 2005. Termination of the Plan shall not deprive
Optionees of Options granted prior to termination of the Plan.
17. Effective Date - Shareholder Approval
-------------------------------------
This Plan shall become effective as of January 2, 1996, and Options may
be granted at any time on or after that date. However, no Option may be
exercised unless this Plan is approved by a vote of the holders of a
majority of the outstanding Shares of the Bank's Common Stock at a
meeting of shareholders of the Bank held within twelve months after
January 2, 1996.
-6-
<PAGE>
EXHIBIT 5
Opinion of Counsel
Pennsylvania Commerce Bancorp, Inc.
100 Senate Avenue
P.O. Box 8599
Harrisburg, PA 17001-8599
Re: 1996 Employee Stock Option Plan Form S-8 Registration
Gentlemen:
This opinion is rendered in connection with the Registration Statement filed on
Form S-8 with the Securities and Exchange Commission under the Securities Act of
1933, under which up to 116,128 shares of common stock of Pennsylvania Commerce
Bancorp, Inc. (the "Company"), par value $1.00 per share, are to be registered
pursuant to the Commerce Bank/Harrisburg, N.A. 1996 Employee Stock Option Plan.
The Plan was previously registered by Commerce with the Office of the
Comptroller of the Currency. The Company, which is now the holding company of
Commerce pursuant to the reorganization consummated on July 1, 1999, is
continuing the Plan.
We have reviewed the corporate proceedings relating to the proposed stock
offering and such other legal matters as we have deemed appropriate for the
purpose of this opinion. Based on the foregoing, and assuming all necessary
shareholder and governmental approvals, we are of the opinion that the shares of
common stock covered by the Registration Statement will, when issued in
accordance with the terms set forth in the Prospectus, applicable law and the
Bylaws of the Company, be validly issued, fully paid and nonassessable by the
Company.
We hereby consent to the filing of this opinion as an Exhibit to the S-8
Registration Statement.
Very truly yours,
METTE, EVANS & WOODSIDE
By /s/ Bradley A. Walker
----------------------------------
Bradley A. Walker, Esquire
<PAGE>
EXHIBIT 23.b.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement (Form S-8) of our report, dated January 29, 1999, relating to the
financial statements of Commerce Bank/Harrisburg, N.A. incorporated by reference
in its Annual Report (Form 10-KSB) for the year ended December 31, 1998.
/s/ BEARD & COMPANY, INC.
Harrisburg, Pennsylvania
June 30, 1999
