8-K

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)		November 10, 2008  (November 7, 2008)
Pennsylvania Commerce Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania	000-50961		25-1834776
(State or other jurisdiction ofincorporation)	(Commission File Number)		(IRS Employer Identification No.)
3801 Paxton Street, Harrisburg, Pennsylvania			17111
(Address of principal executive offices)			(Zip Code)
Registrant’s telephone number, including area code		800-653-6104
N/A
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[x] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01          Other Events

On November 10, 2008, Republic First Bancorp, Inc. (“Republic First”) and Pennsylvania Commerce Bancorp, Inc. (“Pennsylvania Commerce”) issued a joint press release announcing that the two companies have signed a definitive agreement and plan of merger, pursuant to which Republic First will be merged with and into Pennsylvania Commerce.  Pennsylvania Commerce also made a series of questions and answers available on its website, www.commercepc.com.  Copies of the press release and questions and answers are included in this report as Exhibits 99.1 and 99.2, respectively, and are filed herewith.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

Pennsylvania Commerce will file a registration statement on Form S-4 containing a joint proxy statement addressed to the shareholders of Pennsylvania Commerce and Republic First and a prospectus for the Pennsylvania Commerce stock to be offered in the Merger with the Securities and Exchange Commission (the “SEC”).  A definitive proxy statement will be sent to shareholders of both Pennsylvania Commerce and Republic First seeking approval of the Merger. Investors and shareholders are urged to read the registration statement carefully when it becomes available, because it will contain important information about the Merger.  Investors and shareholders may obtain a free copy of the registration statement, when it becomes available, and other documents filed with, or furnished to, the SEC by Pennsylvania Commerce or Republic First at the SEC’s website at http://www.sec.gov.

Item 9.01		Financial Statements and Exhibits
	(d)	The following exhibits are filed herewith:
	99.1	Press release issued on November 10, 2008.
	99.2	shareholder questions and answers
	99.3	customer questions and answers

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.

Date:  November 10, 2008	PENNSYLVANIA COMMERCE BANCORP, INC. (Registrant)
	By:           /s/ Mark A. Zody                                            Mark A. Zody, Chief Financial Officer

EXHIBIT INDEX

99.1	Press release issued on November 10, 2008.
99.2	shareholder questions and answers
99.3	customer questions and answers

EX-99.1

NEWS RELEASE

Contact:	Jason S. Kirsch, APR
	Pennsylvania Commerce Bancorp Inc.
	(717) 412-6200
	jason.kirsch@commercepc.com
	Kevin Barry
	Republic First Bancorp Inc.
	(215) 430-5416
	kbarry@rfbkonline.com

FOR IMMEDIATE RELEASE

Pennsylvania Commerce Bancorp to Acquire

Republic First Bancorp and Become Metro Bancorp

Combined growth company to expand in PA, NJ and beyond

HARRISBURG, Pa. (Nov. 10, 2008) — Pennsylvania Commerce Bancorp Inc. (NASDAQ: COBH), holding company of Commerce Bank/Harrisburg, and Philadelphia-based Republic First Bancorp Inc. (NASDAQ: FRBK), holding company of Republic First Bank, today announced that the companies have signed a definitive agreement to merge to form Metro Bancorp Inc.

With headquarters in Harrisburg and Philadelphia, Metro Bancorp will have a network of 45 convenient stores in Central Pennsylvania, Metro Philadelphia and Southern New Jersey.

Commerce Bank/Harrisburg stores will continue to operate as Commerce Bank for a limited time. Republic First locations will re-brand as Metro Bank early in 2009.

The combined company (which will continue to trade on NASDAQ) will have total assets exceeding $3 billion, market capitalization of about $260 million and more than 1,200 team members. The company will pursue an aggressive growth strategy with new stores in Central Pennsylvania, Southern New Jersey and other markets.

Under the terms of the agreement, which has been approved by the board of directors of both companies, Pennsylvania Commerce will acquire Republic First in a tax-free all-stock transaction. On the effective date of the merger, Republic First shareholders will receive a fraction of a share of Pennsylvania Commerce common stock worth $10.00 for each share of

Republic First stock owned. The actual exchange ratio will be based on the average closing price of Pennsylvania Commerce common stock for twenty (20) consecutive trading days preceding the effective date of the merger. As of this date, Republic First shareholders will receive 0.36 shares of Pennsylvania Commerce common stock (COBH) with a ceiling of 0.38 shares and floor of 0.34 shares for each share of Republic First stock.

Pennsylvania Commerce opened its first location in Camp Hill, Pa., in 1985. From its inception, the company has followed the industry-changing model originated by Vernon W. Hill, II, founder and former chairman of Commerce Bancorp Inc. and co-founder of Pennsylvania Commerce.

“We have enjoyed outstanding success living a customer-focused model in Central Pennsylvania for 23 years — and our model will live on in Metro Bank,” said Pennsylvania Commerce Co-Founder, Chairman, President and CEO Gary L. Nalbandian. “With our cornerstone acquisition of Republic First, we have a match that will dramatically accelerate expansion, make whole new markets of fans and create a new level of value for shareholders. We are at the dawn of becoming America’s next great bank.”

Republic First Founder, Chairman and CEO Harry D. Madonna said, “The joining of Republic First with Pennsylvania Commerce not only brings a tax-free fair price, but is going to change the banking landscape. The venture is the basis for building on Republic First’s Philadelphia presence and Pennsylvania Commerce’s success and infrastructure. Our team is committed to embracing Pennsylvania Commerce’s renowned retail model.”

Mr. Nalbandian will become chairman, president and CEO of Metro Bancorp and Mr. Madonna will become vice-chairman of Metro Bancorp. Mr. Hill, currently a consultant for Republic First, will continue as a consultant with the combined company and as one of its largest individual shareholders.

Pennsylvania Commerce Bancorp was represented by Keefe, Bruyette & Woods Inc. Republic First Bancorp was represented by Sandler O’Neill & Partners LP.

About Pennsylvania Commerce Bancorp

Pennsylvania Commerce Bancorp is a financial services retailer with 33 stores in the counties of Berks, Cumberland, Dauphin, Lancaster, Lebanon and York. Headquartered in Harrisburg, Pennsylvania Commerce has more than $2 billion in assets. Services include seven-day banking, free checking, free instant-issue Visa check card, free interactive coin-counting machines, free online banking and 24/7 bank-by-phone. The bank also offers commercial banking services including term loans, commercial mortgages, lines of credit and cash management services. For more information, visit the bank’s web site at commercepc.com.

About Republic First Bancorp

Republic First Bank is a full-service, state-chartered commercial bank with assets of $1 billion. The bank provides diversified financial products through its 12 offices located in Abington, Ardmore, Bala Cynwyd, Plymouth Meeting, Media and Philadelphia, Pennsylvania; and Voorhees, New Jersey.

FORWARD LOOKING STATEMENTS

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This news release contains forward-looking statements about Pennsylvania Commerce Bancorp and Republic First Bancorp and the proposed transaction between the companies. There are several factors – many beyond the parties’ control – that could cause actual results to differ significantly from expectations described in the forward-looking statements. Among these are the receipt of necessary regulatory approvals and the approval of Pennsylvania Commerce Bancorp and Republic First Bancorp shareholders. Forward-looking statements speak only as of the date they are made and the companies do not undertake any obligation to update them to reflect changes that occur after that date.

For a discussion of factors that may cause actual results to differ from expectations, refer to each company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008 and Annual Report on Form 10-K for the year ended December 31, 2007, including information incorporated into each company’s 10-K from their respective 2007 annual reports, filed with the Securities and Exchange Commission (SEC) and available on the SEC’s website at www.sec.gov.

ADDITIONAL INFORMATION ABOUT THE SUBJECT TRANSACTION

Pennsylvania Commerce Bancorp and Republic First Bancorp will be filing with the SEC a joint proxy statement/prospectus and other relevant documents concerning the merger. Investors will also be able to obtain these documents free of charge at the SEC’s website. THE COMPANIES URGE INVESTORS TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE MERGER OR INCORPORATED BY REFERENCE IN THE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.

The directors, executive officers and certain other members of management and employees of both Pennsylvania Commerce Bancorp and Republic First Bancorp may be deemed to be participants in the solicitation of proxies in favor of the merger from the shareholders of their respective companies. Information about the directors and executive officers of Pennsylvania Commerce Bancorp is included in the proxy statement for its 2008 annual meeting of shareholders which was filed with the SEC on April 23, 2008. Information about the directors and executive officers of Republic First Bancorp is included in the proxy statement for its 2008 annual meeting of shareholders which was filed with the SEC on March 11, 2008, and the current report on Form 8-K filed with the SEC on July 23, 2008. Additional information regarding the participants and their interests will be included in the joint proxy statement/prospectus and the other relevant documents filed with the SEC when they become available.

# # #

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EX-99.2

Shareholder – Questions and Answers

The following questions and answers relate to the proposed merger of Republic First Bancorp, Inc. (NASDAQ: FRBK) with and into Pennsylvania Commerce Bancorp, Inc. (NASDAQ: COBH).

Q: Why are Pennsylvania Commerce Bancorp and Republic First Bancorp merging?

A: Pennsylvania Commerce Bancorp, operating as Commerce Bank/Harrisburg, has enjoyed delivering the best banking experience in Central Pennsylvania for more than 23 years. With the acquisition of Republic First Bancorp, we now look forward to spreading our renowned service and convenience to whole new markets of fans. Together, Pennsylvania Commerce and Republic First will become America’s Next Great Bank!

Q: Will Commerce Bank change its name?

A: Yes, Commerce Bank/Harrisburg is planning to change its name. As Commerce Bank/Harrisburg and Republic First Bank come together, the combined bank plans to operate under the new name Metro Bank. Commerce Bank/Harrisburg stores will continue to operate as Commerce Bank for a limited time. Republic First locations will re-brand as Metro Bank early in 2009.

Q: Can you tell me more about Republic First Bank?

A: Republic First Bank is a full-service commercial bank with assets of $1 billion. The bank has 12 offices located in Abington, Ardmore, Bala Cynwyd, Plymouth Meeting, Media and Philadelphia, Pennsylvania; and Voorhees, New Jersey. In time, Customers will be able to bank at Republic First locations in addition to Commerce Bank locations – all of which will display the Metro Bank name!

Q: When will the merger take place?

A: The merger is expected to finalize in the first quarter of 2009 after shareholder and regulatory approvals.

Q: What are the terms of the transaction?

A: Under the terms of the merger agreement, which has been approved by the board of directors of both companies, Pennsylvania Commerce will acquire Republic First in a tax-free all-stock transaction. On the effective date of the merger, Republic First shareholders will receive a fraction of a share of Pennsylvania Commerce common stock worth $10.00 for each share of Republic First stock owned. The actual exchange ratio will be based on the average closing price of Pennsylvania Commerce common stock for twenty (20) consecutive trading days preceding the effective date of the merger. If the average closing price were $29.00, for example, Republic First shareholders would receive 0.34 shares of Pennsylvania Commerce common stock for each share of Republic First stock they own.  Under the merger agreement, the amount of Pennsylvania Commerce shares to be received is subject to a ceiling of 0.38 shares and floor of 0.34 shares for each share of Republic First stock.

Q: Does the transaction require shareholder approval?

A: Yes. Materials regarding shareholder approval will be mailed to you.

Q: Do I need to do anything now?

A: No. No action is required at this time until you receive your mailing.

Q: Where will the bank be based?

A: The new combined company will have headquarters in both Harrisburg and Philadelphia.

Q: Will any locations close?

A: There is no overlap between Commerce Bank and Republic First Bank and there are no plans to close any locations. In fact, just the opposite — we plan to open more stores. We’ve always been a growth company. By joining with Republic First to create Metro Bank, we will become even more convenient.

Q: Will you be keeping your same hours?

A: Absolutely. We built our bank on convenience, opening early and closing late seven days a week. No change there!

Q: Will you continue to offer free coin counting?

A: Another yes! We certainly will continue to offer our free coin-counting service — and expand it to more locations as our new combined organization grows.

Q: How can I learn more about the merger?

A: Pennsylvania Commerce Bancorp and Republic First Bancorp will be filing with the SEC a joint proxy statement/prospectus and other relevant documents concerning the merger. These materials will be available free of charge at the SEC’s website at www.sec.gov or from Pennsylvania Commerce Bancorp. Investors are urged to read the joint proxy statement/prospectus and any other documents to be filed with the SEC in connection with the merger or incorporated by reference in the joint proxy statement/prospectus because they will contain important information.

This list of questions and answers contains forward-looking statements about Pennsylvania Commerce Bancorp.  There are several factors – many beyond Pennsylvania Commerce Bancorp’s control – that could cause actual results to differ significantly from expectations described in the forward-looking statements.  Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date.

EX-99.3

Customer Questions and Answers

Exciting News… We’re Building America’s Next Great Bank!

Commerce Bank has announced plans to purchase Philadelphia-based Republic First Bank and form a new combined bank… Metro Bank!

Why are Commerce Bank and Republic First joining together?

Commerce has enjoyed delivering the best banking experience in Central Pennsylvania for more than 23 years. Now, by merging with Republic First, we’ll be able to provide you with even more convenience – and be able to bring our renowned Customer service to whole new markets of fans. Together as Metro Bank, Commerce and Republic First will become America’s Next Great Bank!

While the merger is subject to shareholder and regulatory approval, here are answers to questions you may have.

Q: Will Commerce Bank change its name?

A: Yes, Commerce Bank is planning to change its name. As Commerce Bank and Republic First Bank come together, the combined bank plans to operate under the new name Metro Bank. Commerce Bank stores will continue to operate as Commerce Bank for a limited time. Republic First locations will re-brand as Metro Bank early in 2009.

Q: Who will lead the new combined company?

A: Gary L. Nalbandian, currently Chairman, President and CEO for Commerce, will hold the same leadership positions in the new combined company.

Q: Can you tell me more about Republic First Bank?

A: Republic First Bank is a full-service commercial bank with assets of $1 billion. The bank has 12 offices located in Abington, Ardmore, Bala Cynwyd, Plymouth Meeting, Media and Philadelphia, Pennsylvania; and Voorhees, New Jersey. In time, you will be able to bank at Republic First locations in addition to Commerce Bank locations – all of which will display the Metro Bank name!

Q: When will the merger take place?

A: The merger is expected to finalize in the first quarter of 2009 after shareholder and regulatory approvals.

Q: Where will the bank be based?

A: The new combined company will have headquarters in both Harrisburg and Philadelphia.

Q: Are there any changes to my accounts?

A: It’s business as usual! There are no changes to your accounts. You can continue to enjoy the same great products and services you do today. Looking ahead, we aim to continue to make your experience

with us even better – as we always have. Any future changes to products or services will, of course, be communicated to you.

Q: Are my deposits safe?

A: Your deposits at Commerce Bank are insured by the Federal Deposit Insurance Corporation up to $250,000. To learn how deposit insurance works and estimate coverage, visit the FDIC's web site at fdic.gov.

Q: Will any locations close?

A: There is no overlap between Commerce Bank and Republic First Bank and there are no plans to close any locations. In fact, just the opposite — we plan to open more stores. We’ve always been a growth company. By joining together with Republic First to create Metro Bank, we will become even more convenient for you.

Q: Will you be keeping your same hours?

A: Absolutely. We built our bank on convenience, opening early and closing late seven days a week. No change there!

Q: Will you continue to offer free coin counting?

A: Another yes! We certainly will continue to offer our free coin-counting service — and expand it to more locations as our new combined organization grows.

Q: Will you continue to grow in Central Pennsylvania and Berks County?

A: We sure will. As we look ahead to new markets, we will continue to grow more convenient in our existing markets as well.

Q: Is there any change in how I contact the bank?

A: Not at this time. Our Customer Service Representatives are ready to take your calls at 1-888-937-0004 anytime, day or night. And we’re online at commercepc.com.

This list of questions and answers contains forward-looking statements about Pennsylvania Commerce Bancorp.  There are several factors – many beyond Pennsylvania Commerce Bancorp’s control – that could cause actual results to differ significantly from expectations described in the forward-looking statements.  Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update them to reflect changes that occur after that date.