UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material under ss. 240.14a-12
REPUBLIC FIRST BANCORP, INC.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
N/A
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
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[LOGO]
REPUBLIC FIRST
BANCORP, INC.
March 24, 2000
Dear Shareholder:
You are cordially invited to attend the 2000 Annual Meeting of the
Shareholders of Republic First Bancorp, Inc. to be held on Tuesday, April 25,
2000 at 4:00 p.m., prevailing Philadelphia time, at the Crowne Plaza, 1800
Market Street, Philadelphia, PA 19103.
This year's proposals for the Annual Meeting relate to (i) the election of
directors; (ii) the amendment to the Corporation's 1996 Stock Option Plan; (iii)
the transaction of such other business as properly may be brought before the
Annual Meeting.
Enclosed along with your proxy materials is a copy of the Corporation's
1999 Annual Report to shareholders.
We look forward to seeing you at the meeting.
Sincerely,
/s/ Harry D. Madonna
Harry D. Madonna
Chairman of the Board
- --------------------------------------------------------------------------------
1608 Walnut Street Philadelphia, PA 19103 o Tel 215-735-4422 Fax 215-735-5373
<PAGE>
REPUBLIC FIRST BANCORP, INC.
1608 Walnut Street
Philadelphia, Pennsylvania 19103
---------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 25, 2000
---------------
TO OUR SHAREHOLDERS:
NOTICE IS HEREBY GIVEN THAT the 2000 Annual Meeting of Shareholders (the
"Annual Meeting") of Republic First Bancorp, Inc. (the "Corporation") will be
held on Tuesday, April 25, 2000 at 4:00 p.m., prevailing Philadelphia time, at
the Crowne Plaza, 1800 Market Street, Philadelphia, PA 19103 to consider and act
upon:
1. The election of four (4) Class II Directors of the Corporation;
2. To amend the Corporation's 1996 Stock Option and Restricted Stock
Plan to increase the number of shares reserved for issuance
thereunder from 792,000 to 1,400,000 shares;
3. The transaction of such other business as properly may be brought
before the Annual Meeting or any adjournment thereof.
Shareholders of record of the Corporation at the close of business on
March 15, 2000 are entitled to notice of and to vote at the Annual Meeting and
any adjournment thereof.
All shareholders are cordially invited to attend the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please complete and sign
the enclosed proxy card and return it promptly to the Corporation in the
enclosed envelope, which requires no postage if mailed in the United States. At
any time prior to being voted, your proxy is revocable by delivering written
notice to the Corporation in accordance with the instructions set forth in the
Proxy Statement or by voting at the Annual Meeting in person.
IT IS IMPORTANT THAT YOU RETURN YOUR SIGNED PROXY CARD PROMPTLY,
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE COMPLETE, SIGN AND MAIL THE
ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING.
March 24, 2000 /s/ George S. Rapp
George S. Rapp
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
<PAGE>
---------------
TABLE OF CONTENTS
---------------
PROXY STATEMENT Page
General Information................................................ 1
Voting and Revocability of Proxies................................. 1
Solicitation of Proxies............................................ 2
Voting Securities and Holders Thereof.............................. 2
Shareholder Proposals and Nominations for the Year
2001 Annual Meeting........................................... 2
Annual Report on Form 10-K......................................... 3
Resignations....................................................... 3
Election of Directors.............................................. 3
Information Concerning Nominees and Continuing Directors........... 3
Amendment to the 1996 Stock Option and Restricted Stock Plan ...... 4-6
Recommendation of Board of Directors for the Amendment
to Stock Option Plan.......................................... 6
Directors Beneficial Ownership Information......................... 6-9
Board Committees and Attendance.................................... 9
Description of Executive Officers.................................. 10
Certain Relationships and Related Transactions..................... 10
Compliance with Section 16(a) of the Exchange Act.................. 10
Quorum and Voting Requirements..................................... 11
Other Matters...................................................... 11
<PAGE>
REPUBLIC FIRST BANCORP, INC.
1608 Walnut Street
Philadelphia, Pennsylvania 19103
ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Tuesday, April 25, 2000
---------------
PROXY STATEMENT
---------------
General Information
This Proxy Statement has been prepared and is being distributed in
connection with the solicitation by the Board of Directors of Republic First
Bancorp, Inc. (the "Corporation") of proxies in the enclosed form for use at the
2000 Annual Meeting of Shareholders of the Corporation to be held on Tuesday,
April 25, 2000 at 4:00 p.m., prevailing Philadelphia time, at the Crowne Plaza,
1800 Market Street, Philadelphia, PA 19103. (Such meeting and any adjournment(s)
or postponement(s) thereof will be hereinafter referred to as the "Annual
Meeting"). This Proxy Statement is being first given or sent to shareholders of
the Corporation on or about March 24, 2000.
Voting and Revocability of Proxies
Unless contrary instructions are indicated, all shares represented by
valid proxies received pursuant to this solicitation (and not revoked before
they are voted) will be voted FOR the election of the nominees for Directors
named herein, FOR THE AMENDMENT OF THE CORPORATION'S 1996 STOCK OPTION PLAN AND
FOR the other matters described in this Proxy Statement in the manner stated in
the accompanying proxy. As of the date of this Proxy Statement, the Board of
Directors knows of no business that will be presented for consideration at the
Annual Meeting other than that referred to above. If any other business properly
comes before the Annual Meeting, the persons designated in the enclosed proxy
will vote on such business in accordance with their best judgment.
Any shareholder who executes and returns a proxy card may revoke it at any
time before it is voted by delivering to George S. Rapp, Secretary of the
Corporation, at the principal executive offices of the Corporation at 1608
Walnut Street, Philadelphia, PA 19103, either an instrument revoking the proxy,
or a duly executed proxy bearing a later date, or by attending the Annual
Meeting and voting in person.
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Solicitation of Proxies
Your proxy is being solicited by the Board of Directors of the Corporation
for use in connection with the Annual Meeting. The cost of such solicitation
will be borne by the Corporation. Proxies may be solicited in person or by mail,
telephone, telegram, mailgram or other means by directors, officers, employees
and management of the Corporation; however, such persons will not receive any
fees for such solicitation. Brokers, nominees, fiduciaries and other custodians
have been requested to forward such soliciting material to the beneficial owners
of shares held of record by them, and such custodians may be reimbursed for
their expenses.
Voting Securities and Holders Thereof
As of the close of business on March 15, 2000, (the "Record Date") for
voting at the Annual Meeting, the Corporation had 6,343,901 shares of Common
Stock outstanding, par value $0.01 per share (the "Common Stock"), held by
approximately 271 registered shareholders of record. Holders of Common Stock are
entitled to one vote per share on all matters to be voted upon at the Annual
Meeting. As of the date hereof, there are no other classes of the Corporation's
capital stock issued or outstanding.
The presence in person or by proxy of a majority of the shares of common
stock outstanding on the Record Date will constitute a quorum for purposes of
conducting business at the Meeting. For purposes of determining the votes cast
with respect to any matter presented for consideration at the meeting, only
those votes cast "FOR" or "AGAINST" are included. Abstentions and broker
non-votes (i.e., shares held by brokers on behalf of their customers, which may
not be voted on certain matters because the brokers have not received specific
voting instructions from their customers with respect to such matters) will be
counted solely for the purposes of determining whether a quorum is present.
Shareholder Proposals and Nominations for the year 2001 Annual Meeting
Any shareholder who intends to present a proposal for consideration at the
Corporation's year 2001 Annual Meeting of Shareholders must submit her or his
proposal to the Corporation and notify the Corporation that she or he intends to
appear personally at the year 2001 Annual Meeting to present her or his proposal
no later than October 30, 2000 in order to have the Corporation consider the
inclusion of such proposal in the Corporation's year 2001 proxy statement and
form of proxy relating to the year 2001 Annual Meeting. Reference is made to
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "1934
Act"), for information concerning the content and form of such proposal and the
manner in which such proposal must be made.
Nominations for election to the Board of Directors at the year 2001 Annual
Meeting may be made only in writing by a shareholder entitled to vote at the
year 2001 Annual Meeting of Shareholders. Such nominations must be addressed as
follows: George S. Rapp, Corporate Secretary, Republic First Bancorp, Inc., 1608
Walnut Street, Philadelphia, PA 19103. Nominations for the year 2001 Annual
Meeting must be received by the Secretary no later than October 30, 2000, and
must be accompanied by the following information: (i) the name and address of
the shareholder who intends to make the nomination; (ii) a representation that
the shareholder is a holder of record of stock entitled to vote at the meeting
and intends to appear in person or by proxy at the meeting to nominate the
person or persons specified in the notice; (iii) a description of all
arrangements or understandings between the shareholder and each nominee and any
other person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder; (iv) such other
information regarding each nominee proposed by such shareholder as would have
been required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities and Exchange Commission had each nominee been nominated
or intended to be nominated by the Board of Directors of the Corporation; and,
(v) the consent of each nominee to serve as a director of the Corporation if so
elected. The Chairman of any meeting of shareholders held to elect directors and
the Board of Directors may refuse to recognize the nomination of any person not
made in compliance with such provisions.
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Annual Report on Form 10-K
The Corporation will provide without charge to each shareholder of the
Corporation, upon receipt of a written request, a full copy of the Corporation's
annual report on Form 10-K for the year ending December 31, 1999, including all
materials filed as an exhibit or schedule thereto. A request for such copy
should be delivered to George S. Rapp, Corporate Secretary, Republic First
Bancorp, Inc., 1608 Walnut Street, Philadelphia, PA 19103. Such request should
also set forth a good faith representation that, as of March 15, 2000, the
requesting party was a beneficial owner of the Corporation's common stock.
Resignations
Mr. John D'Aprix resigned from the Board of Directors of the Corporation
effective August 10, 1999. Mr. D'Aprix was a Class II director. The Board of
Directors have decided not to fill this vacancy thus leaving four (4) Class II
directors.
ELECTION OF DIRECTORS
Information Concerning Nominees and Continuing Directors
The Corporation's By-Laws provide for the classification of directors into
three classes, as nearly equal in number as possible, with approximately
one-third of the directors to be elected annually for three-year terms. The
by-laws provide that the Board may consist of not less than 5 directors and not
more than 25 directors. The actual number of positions on the Board of Directors
has been set at eleven (11).
The Nominating Committee recommends nominees for directors to the Board.
The Nominating Committee and the Board have nominated the four (4) current Class
II directors, whose terms expire this year and all of whom have agreed to be
named as a nominee, to stand for re-election as Class II directors at the Annual
Meeting.
As of the Annual Meeting, the Board will have eleven (11) members (Class I
- - three (3) directors; Class II - four (4) directors; Class III - four (4)
directors). Class I directors' terms expire in 2002. The current Class II
directors' terms expire in 2000 and the current Class III directors' terms
expire in 2001, (in each case, until such Director's successor is duly elected
and qualified).
The nominees for Class II Directors are Daniel S. Berman, Eustace W. Mita,
James E. Schleif and Harris Wildstein, all of whom presently serve on the Board.
Each of the persons listed above as a nominee has agreed to be named as a
nominee for Director in this Proxy Statement and has consented to serve as a
Director if elected. The Corporation expects all nominees to be willing and able
to serve. The Board of Directors may designate a substitute nominee to replace
any bona fide nominee who was nominated and who, for any reason, becomes
unavailable for election as a Director. If any of the nominees shall become
unable to serve, the persons designated in the enclosed proxy will vote for the
election of such other person or persons as the Board of Directors may
recommend. It is presently anticipated that each person elected as a director of
the Corporation at the Annual Meeting, as well as all other continuing members
of the Board, will be elected by the Corporation as a director of the
Corporation's wholly-owned subsidiary, First Republic Bank (the "Bank"),
following the Annual Meeting.
Mr. Berman is a director of the Corporation and the Bank and has been
President of Berman Development Corp. (real estate) from 1990 to present.
Mr. Mita is a director of the Corporation and the Bank and has been
President and Chief Executive Officer, HAC Group LLC (training consulting) from
1989 to present.
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Mr. Schleif is a director of the Corporation and the Bank and has been
Managed Care Consultant to Mercy Health System (health care) from March 2000 to
present and Executive Vice President, Administration and Finance to Mercy Health
System from 1978 to February 2000.
Mr. Wildstein is a director of the Corporation and the Bank and has been
Vice President of R&S Imports, Ltd and President of HVW, Inc. (auto
dealerships), from 1977 to present.
Recommendation of the Board of Directors for Election of Nominees
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE ELECTION OF ALL NOMINEES.
AMENDMENT TO THE 1996 STOCK OPTION AND RESTRICTED STOCK PLAN TO INCREASE
THE NUMBER OF SHARES RESERVED FOR ISSUANCE THEREUNDER
General
The Corporation's 1996 Stock Option and Restricted Stock Plan (the "Plan")
was adopted by the Board of Directors and was approved by the stockholders in
May, 1996. At the time of approval, a total of 500,000 shares of common stock
were initially reserved for issuance thereunder. Under the terms of the Plan,
the shares of common stock reserved for issuance under the plan were adjusted in
1997, 1998 and 1999 to account for the declaration of stock dividends. The total
number of shares of common stock reserved for issuance under the Plan is
792,000.
Proposed Amendment to Increase Shares Reserved
Stockholder approval is being sought for an amendment approved by the
Board of Directors that increases the number of shares of common stock reserved
for issuance under the Plan by 608,000 shares. Currently, there are no shares
available for issuance under the Plan. If the proposed amendment is approved,
the total number of shares of Common Stock reserved for issuance under the Plan
will be 1,400,000. As of the Record Date 450,243 shares have been issued
pursuant to the exercise of options granted under the Plan.
Required Vote
The affirmative vote of a majority of the votes cast will be required to
approve the proposed amendment to the Plan.
Summary of the Plan
The essential features of the Plan are outlined below.
Purpose. The Plan is designed to improve the performance of the
Corporation by encouraging ownership of the Corporation by those who play
significant roles in the Corporation's success and by more closely aligning the
interests of the Corporation's directors and employees with those of its
shareholders by relating capital accumulation to increases in shareholder value.
Moreover, the Plan is designed to have a positive effect on the Corporation's
ability to attract, motivate and retain employees having outstanding leadership
and management ability.
Description. The Plan authorizes the Option Committee (the "Committee") of
the Board of Directors to grant options for the purchase of up to 792,000 shares
of common stock. Any shares as to which an option expires, lapses unexercised,
or is terminated or canceled may be subject to a new option.
Under the Plan, "Incentive Stock Options" (as defined in Section 422 of
the Internal Revenue Code of 1986, as amended (the "Code")), which qualify for
certain tax benefits for officers and employees of the Corporation,
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<PAGE>
options which do not qualify for such tax benefits ("Nonqualified Stock
Options"), restricted stock grants ("Restricted Stock Grants") and Stock
Appreciation Rights ("SARS") may be granted to eligible employees of the
Corporation and its subsidiaries. Non-employee members of the Board of
Directors, independent contractors and consultants are eligible to receive
Nonqualified Stock Options, Restricted Stock Grants and SARS under the Plan.
The Plan authorizes the Committee to administer and interpret the Plan.
The Committee is composed of at least three members of the Board, who serve at
the discretion of the Board and are each required to be "outside directors"
within the meaning of Code Section 162(m).
The exercise price for Incentive Stock Options granted under the Plan will
be equal to at least the fair market value of the stock underlying the option on
the date the option is granted. However, the exercise price for Nonqualified
Stock Options granted under the Plan will be such dollar amount as may be
specified by the Committee. Therefore, the Corporation may issue Nonqualified
Stock Options having an exercise price that is less than the fair market value
of the stock underlying the option on the date of grant.
All options granted under the Plan may be exercised for up to 10 years
after the date of grant, except in certain limited circumstances. An optionee
may pay the required exercise price for an option by surrendering shares of
Common Stock with a value equal to such exercise price, subject to certain
limitations with respect to payment with shares acquired through the exercise of
Incentive Stock Options. The aggregate fair market value (determined at the time
the option is granted) of the shares of Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by an optionee during
any calendar year may not exceed $100,000. No option may be transferred by the
optionee other than by will or by the laws of descent and distribution, and each
option is exercisable during the optionee's lifetime only by the optionee, or
his guardian or legal representative, unless otherwise approved by the
Committee.
Under the Plan, options may not be exercised during the 6 month period
following the date of grant unless there occurs a "change in control" of the
Corporation during such period. In the event of a "change in control," the
options become immediately exercisable. The term "change in control" is defined
in the Plan to mean, among other things, a merger, consolidation or similar
transaction in which (i) the Corporation's shareholders do not own, after the
transaction, at least 66-2/3% of the voting securities of the surviving
institution, and (ii) persons who were members of the Corporation's Board do not
constitute at least 50% of the members of the Board of the surviving
institution.
The Board of Directors may amend, suspend or terminate the Plan at any
time without shareholder approval; provided, however, that the Board may not,
without shareholder approval, amend the Plan so as to (i) increase the number of
shares subject to the Plan, (ii) materially increase the benefits accruing to
participants under the Plan, (iii) materially modify the requirements as to
eligibility for participation in the Plan or (iv) modify the provisions for
determining the fair market value of a share of common stock.
Tax Consequences
General. The Plan is not a qualified plan under Code Section 401(a). The
Corporation has been advised that, under the Code, the following federal income
tax consequences will result when Incentive Stock Options or Nonqualified Stock
Options, or any combination thereof, are granted or exercised, although the
following is not intended to be a complete statement of the applicable law.
Incentive Stock Options. An optionee generally will not be deemed to
receive any income for federal tax purposes at the time an Incentive Stock
Option is granted, nor will the Corporation be entitled to a tax deduction at
that time. An optionee upon the exercise of such an option recognizes no income.
Upon the sale or exchange of the shares at least two years after the grant of
the option and one year after receipt of the shares by the optionee upon
exercise, the optionee will recognize long-term capital gain or loss upon the
sale of such shares equal to the difference between the amount realized on such
sale and the exercise price.
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If the foregoing holding periods are not satisfied, the optionee will
recognize ordinary income equal to the difference between the exercise price and
the lower of the fair market value of the stock at the date of the option
exercise or the sale price of the stock. If the sale price exceeds the fair
market value on the date of exercise, the gain in excess of the ordinary income
portion will be treated as either long-term or short-term capital gain,
depending on whether the stock has been held for more than 12 months on the date
of sale. Any loss on disposition is a long-term or short-term capital loss,
depending upon whether the optionee had held the stock for more than 12 months.
A different rule for measuring ordinary income upon such a premature
disposition may apply if the optionee is a director or 10% shareholder of the
Corporation or an officer of the Corporation subject to Section 16(b) of the
Exchange Act. If the Corporation cancels an option, the optionee recognizes
income to the extent of the amount paid to the optionee by the Corporation to
cancel the option over the optionee's basis in such option, if any.
No income tax deduction will be allowed to the Corporation with respect to
shares purchased by an optionee upon the exercise of an Incentive Stock Option,
provided that such shares are held at least two years after the date of grant
and at least one year after the date of exercise. However, if those holding
periods are not satisfied, the Corporation may deduct an amount equal to the
ordinary income recognized by the optionee upon disposition of the shares.
The exercise of an Incentive Stock Option could subject an optionee to
alternative minimum tax liability for federal income tax purposes.
Nonqualified Stock Options. An optionee will not be deemed to receive any
income for federal tax purposes at the time a nonqualified stock option is
granted, nor will the Corporation be entitled to a tax deduction at that time.
At the time of exercise, however, the optionee will realize ordinary income in
an amount equal to the excess of the market value of the shares at such time
over the option price of such shares. The Corporation will generally be allowed
a federal income tax deduction, at the time of such recognition by the optionee,
in an amount equal to the ordinary income recognized by the optionee, subject to
certain possible limitations under the Code. Gain or loss on the subsequent
disposition of option stock by the optionee will normally be capital gain or
loss.
Plan Benefits
The selection of participants who will receive awards under the Plan and
the size and type of award are to be determined by the Compensation Committee in
its discretion. Such future grants are not presently determinable and it is not
possible to predict the benefits or amounts that will be received by or
allocated to particular individuals or groups in the future.
Recommendation of the Board of Directors for the Amendment to Stock Option Plan
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE AMENDMENT OF THE PLAN TO
INCREASE THE NUMBER OF SHARES RESERVED FOR ISSUANCE THERUNDER.
Directors Beneficial Ownership Information
Set forth below is certain information with respect to each of the
nominees for election to the Board of Directors, as well as each of the other
continuing directors of the Corporation, including name, age, current class, the
period during which such person has served as a Director of the Corporation,
such person's principal occupation and employment during the past five years and
any other Directorships they hold with companies having securities registered
under the Securities Exchange Act of 1934, as amended, and the amount and
percentage of the Corporation's Common Stock (based upon 6,343,901 shares of
Common Stock issued and outstanding as of March 15, 2000) beneficially owned (as
determined in accordance with Rule 13d-3 of the 1934 Act) by such person as of
March 15, 2000.
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<TABLE>
<CAPTION>
Corporation's Common Stock
Beneficially Owned (2)(3),
Directly or Indirectly,
on March 15, 2000
Position With the Corporation/ ----------------------------
Current Principal Occupation Director % of
Name (1) Class Age During the Past Five Years Since Amount Outstanding
- -------- ----- --- -------------------------- ----- ------ -----------
<S> <C> <C> <C> <C> <C> <C>
Harry D. Madonna (8) III 57 Chairman of the Board of the 1988 334,407 5.11%
Corporation and the Bank;
Partner, Blank, Rome, Comisky &
McCauley, 1977 to present.
Michael J. Bradley III 55 Vice Chairman of the Board of the 1988 69,960 1.10%
Corporation and the Bank;
Senior Associate Dean, MCP
Hahnemann University School of
Medicine, 1999 to present
formerly Executive Vice President,
Acute and Ambulatory Services,
Mercy Health Corporation,
1991 to 1999.
Kenneth Adelberg (4) I 47 Director of the Corporation and 1988 237,402 3.74%
the Bank; President of The High
Fidelity House Group of Companies
(audio & video electronics),
1976 to present.
William Batoff (5) I 65 Director of the Corporation and 1988 67,330 1.06%
the Bank; Managing Director,
William W. Batoff Associates
(government relations consulting
firm), 1996 to the present; former
Senior Consultant, Cassidy &
Associates (government relations
consulting firm), 1992 to 1996;
President, Acquire Investments,
Inc. (business and financial
consulting firm), 1972 to present;
Sole Proprietor, Batoff Enterprise
Real Estate (real estate brokerage
and management), 1975 to present.
Daniel S. Berman (6) II 39 Director of the Corporation and 1988 6,320 0.10%
(Nominee) the Bank; President, Berman
Development Corp.(real estate
development), 1990 to present.
Sheldon E. Goldberg (7) I 69 Director of the Corporation and 1989 81,834 1.29%
the Bank; President, Cumberland
Brokerage Corp., 1990 to present;
Chairman, National CD Sales,
1993 to present; Co-Founder and
Consultant, Cumberland Advisors,
Vineland, NJ (investment advisors).
Eustace W. Mita (9) II 45 Director of the Corporation and 1988 9,220 0.15%
(Nominee) the Bank; President & CEO,
HAC Group, LLC (training
consulting), 1989 to present.
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Corporation's Common Stock
Beneficially Owned (2)(3),
Directly or Indirectly,
on March 15, 2000
Position With the Corporation/ ----------------------------
Current Principal Occupation Director % of
Name (1) Class Age During the Past Five Years Since Amount Outstanding
- -------- ----- --- -------------------------- ----- ------ -----------
Neal I. Rodin (10) III 55 Director of the Corporation and 1988 124,373 1.95%
the Bank; Managing Director,
The Rodin Group (international
real estate investment);
President, IFC (international
financing and investing),
1975 to present.
James E. Schleif (13) II 58 Director of the Corporation and 1993 43,400 0.68%
(Nominee) the Bank; Managed Care
Consultant to Mercy Health
System (health care) March 2000
to present; Executive Vice President,
Administration and Finance,
Mercy Health System, 1978 to
February 2000.
Steven J. Shotz (11) III 55 Director of the Corporation and 1988 192,552 2.98%
the Bank; President of Quantum
Group, Inc. (venture capital group),
1995 to present.
Harris Wildstein, Esq. (12) II 54 Director of the Corporation and 1988 390,081 6.15%
the Bank; Vice President of R&S
Imports, Ltd. and President of
HVW, Inc. (auto dealerships),
1977 to present.
All continuing directors and
nominees as a group
(11 persons) TOTALS: 1,556,879 24.54%
<FN>
____________
(1) Unless otherwise indicated, the address of each beneficial owner is c/o
Republic First Bancorp, Inc., 1608 Walnut Street, Philadelphia, PA 19103.
(2) The securities "beneficially owned" by an individual are determined in
accordance with the definitions of "beneficial ownership" set forth in the
General Rules and Regulations of the Securities and Exchange Commission
and may include securities owned by or for the individual's spouse and
minor children and any other relative who has the same home, as well as
securities to which the individual has or shares voting or investment
power or has the right to acquire beneficial ownership within sixty (60)
days after December 31, 1999. Beneficial ownership may be disclaimed as to
certain of the securities.
(3) Information furnished by the directors of the Company.
(4) Includes 1,320 shares of Common Stock subject to options granted to Mr.
Adelberg which are currently exercisable. The amount also includes 94,382
shares of Common Stock owned by family members for which he disclaimed
beneficial ownership.
(5) Includes 1,100 shares of Common Stock subject to options granted to Mr.
Batoff which are currently exercisable.
(6) Includes 1,320 shares of Common Stock subject to options granted to Mr.
Berman which are currently exercisable.
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(7) Includes 23,760 shares of Common Stock subject to options granted to Mr.
Goldberg which are currently exercisable. The amount also includes 24,725
shares of Common Stock owned by family members for which he disclaimed
beneficial ownership.
(8) Includes 204,556 shares of Common Stock subject to options granted to Mr.
Madonna which are currently exercisable. The amount also includes 3,878
shares of Common Stock owned by family members for which he disclaimed
beneficial ownership.
(9) Includes 1,100 shares of Common Stock subject to options granted to Mr.
Mita which are currently exercisable.
(10) Includes 39,221 shares of Common Stock subject to options granted to Mr.
Rodin which are currently exercisable. The amount also includes 3,421
shares of Common Stock owned by family members for which he disclaimed
beneficial ownership.
(11) Includes 120,541 shares of Common Stock subject to options granted to Mr.
Shotz which are currently exercisable.
(12) Includes 5,980 shares of Common Stock owned by family members for which
Mr. Wildstein disclaimed beneficial ownership.
(13) Includes 1,400 shares of Common Stock owned by family members.
</FN>
</TABLE>
Board Committees and Attendance
The Corporation's Board of Directors has organized standing Executive,
Audit, Loan, Asset/Liability, Nominating and Option committees.
Executive Committee. The Executive Committee is composed of the following
directors: Messrs. Madonna (Co-chairman), Bradley (Co-chairman), Adelberg,
Rodin, Shotz, Wildstein and Jere A.Young, President and Chief Executive Officer
of Republic First Bancorp, Inc. The Executive Committee is authorized to
exercise all of the authority of the Board in the management of the
Corporation's affairs between Board meetings, unless otherwise provided by the
by-laws or applicable law. The Executive Committee held 4 meetings during 1999.
Audit Committee. The Audit Committee is composed of the following
independent directors: Messrs. Bradley (Chairman), Batoff, Schleif, and
Goldberg. The Audit Committee provides general financial oversight in financial
reporting and the adequacy of the Corporation's internal controls through
meetings with the Corporation's management and its independent auditors. The
Audit Committee held 4 meetings during 1999.
Loan Committee. The Loan Committee is composed of the following directors:
Messrs. Shotz (Chairman) Adelberg, Robert D. Davis, President and Chief
Executive Officer of the Bank, and Wildstein. The Loan Committee is authorized
to review and approve/disapprove all loan applications presented to the Bank.
The Loan Committee held 49 meetings in 1999.
Asset/Liability Committee. The Asset/ Liability Committee is composed of
the following directors: Messrs. Schleif (Chairman), Madonna, Bradley, Goldberg,
Young and Davis. The Committee is authorized to coordinate Asset/Liability
management of the Company including monitoring interest rate risk, liquidity and
capital adequacy, as well as review strategies and oversee the business plan of
the Corporation. The Asset/ Liability Committee was instituted in November 1998
and assumed certain responsibilities which were previously held by the Finance
Committee. The Committee held 4 meeting in 1999.
Nominating Committee. The Nominating Committee is composed of the
following directors: Messrs. Wildstein (Chairman), and Shotz. The Nominating
Committee decides upon and suggests to the Board of Directors candidates for
appointment or election to the Board of Directors. The Nominating Committee will
consider nominees recommended by security holders for nomination for election at
the annual meetings of the Corporation's shareholders if such nominations are
made as described above under "Shareholder Proposals and Nominations for the
2001 Annual Meeting". The Nominating Committee held 1 meeting in 1999.
9
<PAGE>
Option Committee. The Option Committee is composed of the following
directors: Messrs. Batoff (Chairman), Rodin and Mita. The Option Committee is
authorized to grant options including the evaluation of executive management's
performance. The Option Committee held no meetings in 1999.
During 1999, the Corporation's Board of Directors held 8 full Board and 62
Committee meetings. Except for Eustace Mita who attended 50% of his required
meetings, no continuing director attended fewer than 75% of the aggregate number
of meetings of the Board of Directors and meetings of the committees, if any, on
which such directors served, held during 1999.
Executive Officers
Set forth below is certain information with respect to each of the
executive officers of the Corporation as of March 15, 2000, including such
officers' names, ages, and principal employment prior to joining the
Corporation.
<TABLE>
<CAPTION>
Name/Position Age Principal Occupation Prior to Joining the Corporation
------------- --- -----------------------------------------------------
<S> <C> <C>
Jere A. Young 63 Owner and President,
President and Capital Advisory Group, Inc.,
Chief Executive Officer Newtown Square, PA-- 1992 to 1998
George S. Rapp 47 Executive Vice President and Chief Financial Officer,
Executive Vice President, Old York Road Bancorp, Willow Grove, PA--
Chief Financial Officer and March 1993 to February 1995
Corporate Secretary
Jerome D. McTiernan 57 Executive Vice President and Chief Operating Officer,
Executive Vice President and Republic Bancorporation and Republic Bank
Operations Officer
</TABLE>
Certain Relationships and Related Transactions
Certain of the directors of the Corporation and/or their affiliates
have loans outstanding from the Bank. All such loans were made in the ordinary
course of the Bank's business, were made on substantially the same terms,
including interest rates and collateral, as those prevailing at the time for
comparable transactions with unrelated persons and, in the opinion of
management, do not involve more than the normal risk of collectibility or
present other unfavorable features.
Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Exchange Act required the Corporation's officers
and directors and persons who own more than 10% of a registered class of the
Corporation's equity securities (collectively, the "Reporting Persons") to file
reports of ownership and changes in ownership with the Securities and Exchange
Commission and to furnish the Corporation with copies of these reports.
Based on the Corporation's review of the copies of the reports by it, the
Corporation believes that all filings required to be made by Reporting Persons
for the Period January 1, 1999 through December 31, 1999 were made on a timely
basis except that (a) a report on Form 4 relating to a transaction on August 10,
1999 was inadvertently not filed until September 15, 1999 for 5,000 shares, by
director Adelberg and (b) reports on Form 4 relating to transactions on August
16, August 18, August 19, August 20, August 26, August 31, and September 2, 1999
were inadvertently not filed until November 12, 1999 for 1,000, 100, 2,400,
3,800, 1,000, 400 and 1,300 shares, by director Wildstein, respectively.
10
<PAGE>
Quorum and Voting Requirements
A quorum for the purpose of acting upon this Proposal requires the
presence, in person or by proxy, of the holders of at least a majority of the
outstanding shares of the Corporation's Common Stock.
The approval of this Proposal requires the affirmative vote of the holders
of a majority of the shares of Common Stock present and voting, in person or by
proxy.
Paul Verdi and Madeline McLaughlin shall be appointed the lawful proxies,
each with full power of substitution, for and on behalf of the shareholders, to
vote as specified in any appropriately completed proxy card, the shares of the
Corporation's common stock held a record by the shareholder.
OTHER MATTERS
Management does not know of any other matters to come before the meeting.
However, if any other matters properly come before the meeting, it is the
intention of the persons designated as proxies to vote in accordance with their
best judgment on such matters. The Shareholders, present and voting at the
Annual Meeting, may extend by adjournment the Annual Meeting as provided in the
By-laws.
IT IS IMPORTANT THAT YOU RETURN YOUR SIGNED PROXY CARD PROMPTLY,
REGARDLESS OF THE NUMBER OF SHARES YOU OWN. PLEASE COMPLETE, SIGN AND MAIL THE
ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE PROMPTLY, WHETHER OR NOT YOU
PLAN TO ATTEND THE ANNUAL MEETING.
By Order of the Board of Directors,
/s/ George S. Rapp
George S. Rapp,
Executive Vice President,
Chief Financial Officer and
Corporate Secretary
March 24, 2000
11
<PAGE>
REPUBLIC FIRST BANCORP, INC. COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned shareholder of Republic First Bancorp, Inc. (the "Corporation")
hereby constitutes and appoints Paul A. Verdi and Madeline M. McLaughlin, or
either of them the lawful attorneys and proxies of the undersigned both with
full power of substitution, for and on behalf of the undersigned, to vote as
specified on the reverse side, all of the shares of the Corporation's common
stock held of record by the undersigned on March 15, 2000 at the Annual Meeting
of Shareholders of the Corporation to be held on Tuesday, April 25, 2000, at
4:00 p.m., at the Crowne Plaza, 1800 Market Street, Philadelphia, PA 19103 and
at any adjournments or postponements thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS SPECIFIED ON THE REVERSE
SIDE. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED "FOR" PROPOSAL (1)
AND (2). IF ANY OTHER MATTERS ARE VOTED ON AT THE ANNUAL MEETING, THIS PROXY
WILL BE VOTED BY THE PROXYHOLDERS ON SUCH MATTER IN THEIR SOLE DISCRETION. THIS
PROXY IS REVOCABLE AT ANY TIME BEFORE IT IS EXERCISED.
Please complete, date and sign this proxy on the reverse side and mail without
delay in the enclosed envelope.
(Continued and to be signed on the reverse side)
v FOLD AND DETACH HERE v
- --------------------------------------------------------------------------------
<PAGE>
Mark your votes as indicated in this example [ x ]
(1) Election of Directors: FOR all nominees WITHHOLD AUTHORITY
Daniel S. Berrman, (except as provided to vote for
Eustace Mita, to the contrary below) all nominees
James E. Schleif and
Harris Wildstein [ ] [ ]
(Instruction: to withhold authority to vote for any
individual nominee, write that nominee's name here): ___________________________
(2) Amendment of Stock Option Plan. FOR AGAINST ABSTAIN
[ ] [ ] [ ]
Signature(s) of
Shareholder(s)_____________________________________
___________________________________________________
Dated _______________________________________, 2000
NOTE: Joint owners must EACH sign. Please sign EXACTLY as your name(s) appear(s)
on this card. Signature(s) should agree with name(s) on proxy form. Executors,
administrators, trustees, and other fiduciaries, and persons signing on behalf
of corporations or partnerships, should so indicate when signing. When signing
as attorney, trustee, executor, administrator, guardian or corporate officer,
please give your FULL title.
Receipt of the Company's Annual Report and Notice of Meeting and Proxy
Statement, dated March 24, 2000 is hereby acknowledged.
PLEASE SIGN, DATE AND MAIL TODAY.
- --------------------------------------------------------------------------------
^ FOLD AND DETACH HERE ^
