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)		March 15, 2010 (March 15, 2010)
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:

[ ] 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 1.02.  Termination of a Material Definitive Agreement.

On March 15, 2010, 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, terminated their November 7, 2008 Agreement and Plan of Merger (the “Agreement”).  The Agreement would have merged Republic First into Metro (the “Merger”).  Consummation of the Merger was subject to a number of customary conditions, including the receipt of certain regulatory approvals.  While waiting for regulatory approval, the parties had extended the initial April 30, 2009 closing deadline several times.  On December, 18, 2009, the parties had amended the Agreement to extend the closing deadline to March 31, 2010.   The parties do not anticipate regulatory approval by March 31, 2010 and have mutually determined to terminate the Agreement.

Except for a few select provisions, such as the continued confidentiality of certain shared information, the provisions of the Agreement are now void and of no effect.  Neither Metro nor Republic First will incur any penalties to the other due to termination of the Agreement.

Other material terms and conditions of the Agreement were described in Metro’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 13, 2008; this description is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.  

 The following exhibits are filed herewith:

Exhibit Number	Exhibit
10.1	Merger Termination Agreement dated as of March 15, 2010
99.1	Press Release issued March 15, 2010.

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:  March 15, 2010	METRO BANCORP, INC. (Registrant)
	/s/ Mark A. Zody
	-----------------------------------------------
	Mark A. Zody
	Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
10.1	Merger Termination Agreement dated as of March 15, 2010
99.1	Press Release issued March 15, 2010.

EX-2.1

Exhibit 10.1

MERGER TERMINATION AGREEMENT

This MERGER TERMINATION AGREEMENT, dated as of March 15, 2010, 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, pursuant to Section 9.1 (Termination) of the Agreement, Parent and the Company may by mutual consent terminate the Agreement at any time prior to the Effective Time (i) in a written instrument; and (ii) if the Board of Directors of each determines to so terminate by a vote of a majority of the members of its entire Board; and

WHEREAS, the respective Boards of Directors of the Company and Parent have determined by a majority vote of their entire membership to terminate the Agreement due to the uncertainty of regulatory approval.

NOW, THEREFORE, in consideration of the foregoing recitals and the agreement hereinafter contained, and intending to be legally bound hereby, the parties hereby terminate the Agreement.

IN WITNESS WHEREOF, Parent and the Company have caused this Merger Termination Agreement 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

FOR IMMEDIATE RELEASE

Metro Bancorp and Republic First Bancorp Terminate Merger Agreement

HARRISBURG, Pa. (March 15, 2010) — Metro Bancorp Inc. (NASDAQ: METR) and Republic First Bancorp Inc. (NASDAQ: FRBK) today announced that their boards of directors have voted to terminate their merger agreement, dated November 7, 2008, because of uncertainties regarding regulatory approval of the application for the merger.

“Although we saw many benefits from the merger, we now intend to resume our focus on growing our earnings, organic growth and improved performance,” said Metro Bancorp Chairman, President and CEO Gary L. Nalbandian. “With our very strong capital base, Metro Bancorp intends to pursue de novo expansion in both our existing Central Pennsylvania footprint as well as Metro Philadelphia.”

About Metro Bank

Metro Bank, subsidiary of Metro Bancorp Inc. (NASDAQ: METR), 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. For more information about Metro Bank, visit mymetrobank.com.

FORWARD LOOKING STATEMENTS

This news release contains forward-looking statements concerning future events. Actual results could differ materially due to the following risks and uncertainties -- deteriorating economic conditions; increased competition; interest rate movements; market volatility in the securities markets; legislative or regulatory developments; technological changes; and other risks and uncertainties discussed in the company's reports filed from time to time with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on these statements. The Company undertakes no obligation to publicly release or update any of these statements.