<PAGE>
-----------------------------------------
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) July 1, 1999
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.)
----------------
(Commission
file number)
100 Senate Avenue, Camp Hill, Pennsylvania 17001-8599
- ------------------------------------------------------------------------------
(Address of Principal Executive Offices) (zip code)
JAMES T. GIBSON
President and C.E.O.
PENNSYLVANIA COMMERCE BANCORP, INC.
100 Senate Avenue
Post Office Box 8599
Camp Hill, Pennsylvania 17011-8599
------------------------------------------
(Address of executive offices)
(717) 975-5630
------------------------------------------------------
(Telephone number, including area code, of agent for service)
<PAGE>
ITEM 5. OTHER EVENTS
Effective July 1, 1999, Commerce Bank/Harrisburg, N.A. ("Commerce")
consummated the Agreement and Plan of Reorganization (the "Agreement") with
Pennsylvania Commerce Bancorp, Inc., a newly formed Pennsylvania business
corporation (the "Holding Company"), reorganizing Commerce into a one-bank
holding company. Pursuant to the Agreement, Commerce merged with and into a new
nationally chartered banking association, "Commerce Bank/Harrisburg Interim
National Bank" (the "Interim Bank"). The Interim Bank, formed solely for the
purpose of the reorganization, will operate under the name Commerce
Bank/Harrisburg, N.A. and will be a wholly-owned subsidiary of the Holding
Company.
The Reorganization has received regulatory approval and received the
approval of the shareholders of Commerce at its annual meeting held on June 18,
1999.
The press release announcing consummation of the agreement is attached
hereto as Exhibit 99.
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.
Pennsylvania Commerce Bancorp, Inc.
-----------------------------------
(Registrant)
Date: July 1, 1999 /s/ James T. Gibson
-----------------------------------
James T. Gibson, President
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99 Press Release of Commerce Bank/Harrisburg, N.A. dated
July 1, 1999.
-2-
<PAGE>
EX-99
PRESS RELEASE
July 1, 1999
COMMERCE BANK/HARRISBURG FORMS HOLDING COMPANY
Commerce Bank/Harrisburg, N.A.. (NASDAQ Small Cap: COBH) has announced the
completed formation of the new Bank holding company entitled Pennsylvania
Commerce Bancorp, Inc. effective July 1, 1999. The holding company is a newly
formed Pennsylvania business corporation.
This Reorganization Plan has received regulatory approval and was approved by
the bank's shareholders at their annual meeting held on June 18, 1999 at the
Harrisburg Hilton.
Shareholders of Commerce bank are now automatically shareholders of the Holding
Company by virtue of the conversion of their shares of Commerce Common Stock on
a share-for-share basis, for Common Stock in the holding company. This is being
treated as a tax-free exchange for shareholders. The holding company will
retain the Bank's ticker symbol COBH on the NASDAQ Small Cap Market.
The holding company structure will provide Commerce with the flexibility
necessary to continue expanding, opening new branches and to pursue other future
opportunities for growth. The holding company will be permitted to acquire and
own banks and bank-related businesses.
James T. Gibson, President and Chief Executive Officer of Commerce, will serve
as President and Chief Executive Officer of the holding company, and the current
directors of Commerce will serve as the directors of the holding company.
Commerce Bank/Harrisburg is headquartered in Camp Hill, Pennsylvania. As of
March 31, 1999, Commerce operated 11 banking offices in Cumberland, Dauphin, and
York counties and had $337 million in total assets, $179 million in loans, and
$313 million in deposits.
Contact:
Pennsylvania Commerce Bancorp, Inc.
Mark A. Zody, Executive Vice President/CFO, 717/975-5630
-3-
