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) December 22, 2009 (December 18, 2009)

Metro Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	000-50961	25-1834776
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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:

[ ] 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 1.01. Entry into a Material Definitive Agreement.

On December 18, 2009, Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc. (“Metro”) and parent company of Metro Bank, and Republic First Bancorp, Inc. (“Republic First”), parent company of Republic First Bank, entered into a Second Amendment to the parties’ November 7, 2008, Agreement and Plan of Merger.  Under the merger agreement, Republic First will be merged into Metro.  The Second Amendment extends the closing deadline of the merger from December 31, 2009 to March 31, 2010, with the proviso that either party, with notice to the other, could further extend the closing deadline to June 30, 2010 in the event that the parties do not have regulatory approval of the merger by March 1, 2010.

This description of the Second Amendment is not a complete description and is qualified in its entirety by reference to the Second Amendment which is attached hereto as Exhibit 2.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  

 The following exhibits are filed herewith:

Exhibit Number	Exhibit
2.1 99.1	Second Amendment to Agreement and Plan of Merger dated as of December 18, 2009 between Metro Bancorp, Inc. and Republic First Bancorp, Inc. Press Release issued December 22, 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.

	Metro Bancorp, Inc.
	-----------------------------------------------
	(Registrant)
Date:  December 22, 2009	/s/ Mark A. Zody
	-----------------------------------------------
	Mark A. Zody
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
2.1 99.1	Second Amendment to Agreement and Plan of Merger dated as of December 18, 2009 between Metro Bancorp, Inc. and Republic First Bancorp, Inc. Press Release issued December 22, 2009.

EX-2.1

Exhibit 2.1

SECOND AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This SECOND AMENDMENT, dated as of December 18, 2009, is entered into between Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc., a Pennsylvania corporation (“Parent”), and Republic First Bancorp, Inc., a Pennsylvania corporation (the “Company”).  Any capitalized term which is undefined herein has the meaning assigned to it in the Agreement and Plan of Merger entered into by the parties as of November 7, 2008 (“Agreement”).

WHEREAS, the Agreement was approved and adopted by the shareholders of the Company on March 18, 2009, and by the shareholders of Parent on March 19, 2009; and

WHEREAS,  pursuant to Section 9.3 (Amendment) of the Agreement, subject to compliance with applicable law, the Agreement may be amended by the parties, by action taken or authorized by their respective Boards of Directors, at any time after approval and adoption of the Agreement and Merger by the shareholders of either the Company or Parent; provided, however, that after such approval and adoption by the Company’s shareholders, the parties may not reduce the amount or change the form of the consideration to be delivered to the Company’s shareholders under the Agreement without further approval and adoption by such shareholders; and

WHEREAS, Section 9.1 (Termination) of the Agreement provides various conditions under which the parties may terminate the Agreement, including the failure of the parties to consummate the Merger by the Closing Deadline; and

WHEREAS, by First Amendment to Agreement and Plan of Merger dated as of July 31, 2009, the parties extended the Closing Deadline to October 31, 2009 with the proviso that on or before October 31, 2009, either party by notice to the other could extend the deadline to December 31, 2009 in the event that the condition set forth in Section 8.1(d) had not been met by September 30, 2009; and

WHEREAS, Parent extended the Closing Deadline to December 31, 2009 by letter to the Company dated October 29, 2009; and

WHEREAS, Parent and the Company have determined that it is in the best interests of their respective companies and their shareholders to amend Section 9.1 of the Agreement in order to further extend the Closing Deadline and that such amendment will not reduce the amount or change the form of consideration to be delivered to the Company’s shareholders under the Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the agreement hereinafter contained, and intending to be legally bound hereby, the parties agree to amend Section 9.1 of the Agreement with respect to either party’s ability to terminate the Agreement such that subsection (c) shall read in its entirety as follows:

(c)           by either Parent or the Company if the Merger shall not have been consummated on or before March 31, 2010 (“Closing Deadline”), unless the failure of the Closing to occur by such date shall be due to the failure of the party seeking to terminate this Agreement to perform or observe the covenants and agreements of such party set forth herein; provided, however, that either Parent or the Company may extend the Closing Deadline to June 30, 2010 by notice to the other party on or before March 31, 2010, in the event that the condition set forth in Section 8.1(d) has not been met by March 1, 2010, and the failure of such condition to have been met is not due to the failure of the party seeking to extend the Closing Deadline;

IN WITNESS WHEREOF, Parent and the Company have caused this Second Amendment to the Agreement and Plan of Merger to be executed by their respective officers thereunto duly authorized as of the date first above written.

METRO BANCORP, INC.		REPUBLIC FIRST BANCORP, INC.
By:	/s/ Gary L. Nalbandian	By:	/s/ Harry D. Madonna
Name:	Gary L. Nalbandian	Name:	Harry D. Madonna
Title:	Chief Executive Officer	Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

Contact:	Jason S. Kirsch, APR
	Metro Bancorp Inc.
	(717) 412-6200
	jason.kirsch@mymetrobank.com
	Frank A. Cavallaro, CFO
	Republic First Bancorp Inc.
	(215) 735-4422
	fcavallaro@rfbkonline.com

FOR IMMEDIATE RELEASE

Metro Bancorp and Republic First Bancorp Extend

Merger Closing Deadline to March 31, 2010

HARRISBURG, Pa. (Dec. 22, 2009) — Metro Bancorp Inc. (NASDAQ: METR), formerly Pennsylvania Commerce Bancorp Inc., and Republic First Bancorp Inc. (NASDAQ: FRBK) today announced that a contractual deadline for the closing of the merger of Republic First Bancorp into Metro Bancorp has been extended to March 31, 2010.

The extension provides the companies additional time to obtain required regulatory approvals for the merger.  It also allows either company, with notice to the other, to further extend the closing deadline to June 30, 2010 if regulatory approvals are not obtained by March 1, 2010.

Shareholders of Republic First Bancorp and Metro Bancorp approved the merger on March 18, 2009 and March 19, 2009, respectively.

The combined organization, which will operate under the Metro Bank brand, will have total assets exceeding $3 billion, a network of 45 stores and has plans for aggressive growth in Southern New Jersey, Metro Philadelphia and Central Pennsylvania.

About Metro Bank

Metro Bank, subsidiary of Metro Bancorp Inc., is a financial services retailer with 33 stores in the counties of Berks, Cumberland, Dauphin, Lancaster, Lebanon and York. Headquartered in Harrisburg, the bank’s services include seven-day banking, free checking, free instant-issue Visa debit card, free coin-counting machines, free online banking and 24/7 live customer service. The bank also offers commercial banking services including term loans, commercial mortgages, lines of credit and cash management services. Metro Bank is the new name for the former Commerce Bank/Harrisburg. For more information about Metro Bank, visit mymetrobank.com.

About Republic First Bank

Republic First Bank, subsidiary of Republic First Bancorp Inc., is a full-service, state-chartered commercial bank with assets of approximately $952 million at September 30, 2009. 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

This news release contains forward-looking statements about Metro Bancorp Inc. and Republic First Bancorp Inc. and the proposed transaction between the companies. There are several factors, including the failure of the parties to obtain regulatory approvals and others that are beyond the parties’ 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 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 filings with the Securities and Exchange Commission (SEC) which are available on the SEC’s website at www.sec.gov.

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