REPUBLIC FIRST BANCORP INC
10KSB/A, 1998-05-14
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  Form 10-KSB/A

                                   (Mark One)

[X]  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 (fee required)

                   For the fiscal year ended December 31, 1996

                                       OR

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 (no fee required)

                        For the transition period from to

                         Commission file number: 0-17007

                          FIRST REPUBLIC BANCORP, INC.
                 (Name of Small Business Issuer In Its Charter)

Pennsylvania                                              23-2486815
(State or Other Jurisdiction of                        (I.R.S. Employer 
Incorporation or Organization)                        Identification No.)

1608 Walnut Street, Suite 1000, Philadelphia, PA             19103
(Address of principal Executive offices)                   (Zip Code)

Issuer's telephone number, including area code: (215)735-4422

Securities registered pursuant to Section 12(b) of the Act:  None.


Title of each class                 Name of each exchange on which registered

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $.01 par value
(Title of class)

     Check whether the Issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

YES   [X]     NO [ ]

     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained herein, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [_]

     State the Issuer's revenues for its most recent fiscal year: $19,517,000

     State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
of the bid and asked prices of such stock, as of a specified date within the
past 60 days. $23,867,490 based on the average of the bid and asked prices on
the National Association of Securities Dealers Automated Quotation System on
January 31, 1997.

     State the number of shares outstanding of each of the Issuer's classes of
common equity, as of the latest practicable date. 2,847,969 as of February 28,
1997.

                                       1

<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Securities Exchange Act
of 1934, the Registrant has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Philadelphia,
Commonwealth of Pennsylvania.

                                        FIRST REPUBLIC BANCORP, INC.


Date      May 14, 1998                  By: /s/Rolf Stensrud
                                            Rolf Stensrud
                                            Executive Vice President
                                            Chief Operating Officer

Date      May 14, 1998                  By: /s/ George S. Rapp
                                            George S. Rapp, Executive Vice
                                            President and Chief Financial
                                            Officer



         In accordance with the Securities Exchange Act of 1934, this Report has
been duly signed below by the following persons on behalf of the Registrant in
the capacities and on the dates indicated.

<TABLE>
<S>                      <C>                           <C>
Date  May 14, 1998       /s/William Batoff             /s/ Harry D. Madonna, Esq.
                         William Batoff, Director      Director Chairman of the Board

                         /s/ Eustace W. Mita           /s/Kenneth Adelberg
                         Eustace W. Mita, Director     Kenneth Adelberg, Director

                         /s/ Neal I. Rodin             /s/Daniel S. Berman
                         Neal I. Rodin, Director       Daniel S. Berman, Director

                         /s/James E. Schleif           /s/ Michael J. Bradley
                         James E. Schleif, Director    Michael J. Bradley, Director and Vice
                                                       Chairman of the Board

                         /s/Steven J. Shotz            /s/ John F. D'Aprix
                         Steven J. Shotz, Director     John F. D'Aprix, Director

                         /s/Rolf A. Stensrud           /s/Sheldon E. Goldberg
                         Rolf A. Stensrud, Director    Sheldon E. Goldberg, Director

                         /s/ Harris Wildstein, Esq.    
                         Harris Wildstein, Esq.,     
                         Director 
</TABLE>

                                       35


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