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): July 31, 2009

Republic First Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania (State or other jurisdiction of incorporation) 000-17007 (Commission File Number) 23-2486815 (I.R.S. Employer Identification No.)

50 South 16th Street, Suite 2400, Philadelphia, PA  19102

(Address of principal executive offices) (Zip code)

(215) 735-4422

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 1.01   Entry into a Material Definitive Agreement.

On July 31, Republic First Bancorp, Inc. (“Republic First”) and Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc. (“Metro”) entered into a First Amendment to Agreement and Plan of Merger, amending the November 7, 2008 Agreement and Plan of Merger between the parties.  The First Amendment extends a contractual deadline for the completion of the merger of Republic First into Metro until October 31, 2009, and provides each party with a right to further extend the contractual deadline in the event that all required regulatory approvals for the merger have not been obtained by September 30, 2009.

The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit 2.2 hereto, and is incorporated into this report by reference.

Item 9.01  Financial Statements and Exhibits.

The following exhibits are filed with this Form 8-K:

Exhibit No.	Description
2.2	First Amendment to Agreement and Plan of Merger, dated as of July 31, 2009, between Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc., and Republic First Bancorp, Inc.

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.

	REPUBLIC FIRST BANCORP, INC.
Date:  July 31, 2009	By:  Edward J. Ryan  Edward J. Ryan  Acting Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
2.2	First Amendment to Agreement and Plan of Merger, dated as of July 31, 2009, between Metro Bancorp, Inc., formerly known as Pennsylvania Commerce Bancorp, Inc., and Republic First Bancorp, Inc.

EX-2.2

Exhibit 2.2

FIRST AMENDMENT TO

AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT, dated as of July 31, 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, as permitted by Section 9.1(c) of the Agreement, Parent extended the Closing Deadline to July 31, 2009 by letter to the Company dated April 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 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 October 31, 2009 (“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 December 31, 2009 by notice to the other party on or before October 31, 2009, in the event that the condition set forth in Section 8.1(d) has not been met by September 30, 2009, 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 First 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: Gary L. Nalbandian	By:  Harry D. Madonna
Name:  Gary L. Nalbandian Title:  Chief Executive Officer	Name:  Harry D. Madonna Title:  Chief Executive Officer