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):  September 30, 2009 (September 30, 2009)

Metro Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-50961		25-1834776
(State or other jurisdiction of incorporation)	(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):

[     ]     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 September 30, 2009, Metro Bancorp, Inc. (the “Company”) issued a press release announcing the closing of its previously announced underwritten public offering of 6,250,000 shares of its common stock at a public offering price of $12.00 per share.  A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01                      Financial Statements and Exhibits.

Exhibit No.
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Blank Rome LLP (included in Exhibit 5.1).
99.1	Press Release, dated September 30, 2009.

 

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.

Dated:  September 30, 2009

METRO BANCORP, INC.
By:	/s/ Mark A. Zody
	Name:   Mark A. Zody
	Title:   Chief Financial Officer

EXHIBIT INDEX

Exhibit No.
5.1	Opinion of Blank Rome LLP.
23.1	Consent of Blank Rome LLP (included in Exhibit 5.1).
99.1	Press Release, dated September 30, 2009.

 

 

EX-5.1

Exhibit 5.1

Phone:	(215) 569-5500
Fax:	(215) 569-5555

September 30, 2009

Metro Bancorp, Inc.

3801 Paxton Street

Harrisburg, Pennsylvania 17111

Re:	Metro Bancorp, Inc.
	Offering of Common Stock

Gentlemen and Ladies:

We have acted as counsel to Metro Bancorp, Inc., a Pennsylvania (the “Company”), in connection with the public offering of shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”).  The Common Stock is being sold pursuant to the terms of the Underwriting Agreement, dated September 24, 2009 (the “Underwriting Agreement”), between the Company and Sandler O’Neill & Partners, L.P., as representative of the several underwriters listed in Schedule A thereto (the “Underwriters”).  The Underwriting Agreement provides for the purchase by the Underwriters of: (a) 6,250,000 shares of Common Stock to be issued and sold by the Company (the “Initial Securities”) and (b) at the option of the Underwriters, up to 625,000 additional shares of Common Stock to cover over-allotments, if any (the “Option Securities” and, collectively with the Initial Securities, the “Securities”). This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).

In rendering this opinion, we have examined: (a)  the Registration Statement on Form S-3 (Registration No. 333-161114) filed by the Company and the other related registrants with the Securities and Exchange Commission (the “Commission”) under the Securities Act, relating, in part, to the registration of the Securities, as it was filed on August 6, 2009, as it was amended on September 4, 2009 and as it became effective on September 8, 2009 (such Registration Statement, including the exhibits and any schedules thereto, the documents incorporated or deemed incorporated by reference therein through the date hereof being hereinafter referred to as the “Registration Statement”), (b) the prospectus of the Company dated September 8, 2009  (the “Base Prospectus”), as supplemented by the prospectus supplement, dated September 24, 2009 relating to the Securities, as filed with the Commission in final form on September 25, 2009 pursuant to Rule 424(b)(4) under the Securities Act (such Base Prospectus and prospectus supplement, including the documents incorporated or deemed incorporated by reference therein through the date hereof, being hereinafter referred to as the “Prospectus”), (c) the Prospectus in preliminary form as filed with the Commission on September 22, 2009 pursuant to Rule 424(b)(3) under the Securities Act, (d) the free writing prospectus relating to the Securities dated September 21, 2009 and filed with the Commission pursuant to Rule 433 under the Securities Act, (e) the Underwriting Agreement, (f) Certified Articles of Incorporation of the Company, dated as of a recent date, from the Secretary of the Commonwealth of Pennsylvania,  (g) Bylaws of the Company, (h) certificates of officers of the Company dated as of September 30, 2009, (i) certificates of governmental officials, and (j) such records of the corporate proceedings of the Company as we have deemed necessary as the basis for the opinions expressed herein.

September 30, 2009

Page 2

In such examination, we have assumed, without inquiry, the legal capacity of all natural persons, the genuineness of all signatures on all documents examined by us, the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents.  We have not performed any independent investigation other than the document examination described. As to any facts material to our opinions, we have relied upon the aforesaid agreements, instruments, certificates, documents and records noted in (a) through (j) above (including the representations, warranties, covenants and agreements of the Company given in, pursuant to or in connection with the agreements, instruments, certificates, documents and records noted in (a) through (j) above). We have also assumed that the books and records of the Company are maintained in accordance with proper corporate procedures.  In rendering this opinion we have assumed that 6,532,409 shares of the Company's Common Stock are outstanding. This opinion is limited to the laws of the Commonwealth of Pennsylvania.

Based upon and subject to the foregoing, we are of the opinion that the Securities (including up to 625,000 shares of Common Stock if the Underwriters exercise their over-allotment option), to be sold by the Company, when sold in the manner and for the consideration contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable.

This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.

This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.

We hereby consent to the filing of this opinion with the Commission and the use of our name in the section entitled “Validity of Common Stock” in the Prospectus. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the General Rules and Regulations thereunder.

Very truly yours,

/s/ Blank Rome LLP

BLANK ROME LLP

EX-99.1

Exhibit 99.1

Metro Bancorp, Inc. Completes Sale of 6,250,000 Shares of Common Stock

Harrisburg, Pa. — September 30, 2009 — Metro Bancorp, Inc. (NASDAQ Global Select Market: METR) announced today that it has completed its offering of 6.25 million shares of its common stock to the public at $12.00 per share.

Sandler O’Neill + Partners, L.P. and RBC Capital Markets Corporation acted as co-book running managers for the offering.  The offering was made pursuant to an effective shelf registration statement filed with the SEC.  The net proceeds of approximately $70.7 million from the offering will be used for general corporate purposes.

This news release shall not constitute an offer to sell or the solicitation of an offer to buy the securities described herein, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful. Metro has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates, and such registration statement has been declared effective. Prospective investors should read the prospectus in that registration statement, the prospectus supplement and other documents that Metro has filed with the SEC for more complete information about Metro and the offering. Investors may obtain these documents without charge by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, copies of the prospectus supplement and the prospectus relating to the offering may be obtained from Sandler O’Neill + Partners, L.P., 919 Third Avenue, 6th Floor, New York, NY 10022, (866) 805-4128 or from RBC Capital Markets, Three World Financial Center, 200 Vesey Street, 8th Floor, New York, NY 10281-8098, Attention: Equity Syndicate or by faxing (212) 428¬6260 or calling (212) 428-6670.

Cautionary Statement Regarding Forward-Looking Information:

This press release may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, with respect to the ability of Metro to offer and sell securities including common stock, the proposed merger with Republic First and the financial condition, liquidity, results of operations, future performance and business of Metro. These forward-looking statements are intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements are those that are not historical facts. These forward-looking statements include statements with respect to management’s beliefs, plans, objectives, goals, expectations, anticipations, estimates and intentions that are subject to significant risks and uncertainties and are subject to change based on various factors (some of which are beyond management’s control). The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements.

These forward-looking statements are based on management’s current expectations, estimates, forecasts and projections about Metro and are subject to risks and uncertainties that could cause actual results and events to differ materially from those stated in the forward-looking

statements. A number of those risks, trends and uncertainties are discussed in Metro’s SEC reports, including Metro’s annual report on Form 10-K and quarterly reports on Form 10-Q, as well as the registration statement relating to the offering to which this communication relates. Any forward-looking statements in this press release should be evaluated in light of those important risk factors. Forward-looking statements contained in this press release are made only as of the date hereof, and Metro undertakes no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.