SC 13D/A

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

Sole Voting Power

674,572

Shared Voting Power

0

Sole Dispositive Power

674,572

Shared Dispositive Power

0

0001193125-23-171296.txt : 20230621 0001193125-23-171296.hdr.sgml : 20230621 20230621171655 ACCESSION NUMBER: 0001193125-23-171296 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230621 DATE AS OF CHANGE: 20230621 GROUP MEMBERS: AVERY CONNER CAPITAL TRUST GROUP MEMBERS: GEOFFREY B. HUDSON, IN HIS CAPACITY AS A TRUSTEE GROUP MEMBERS: GREGORY B. BRACA GROUP MEMBERS: PHILIP A. NORCROSS GROUP MEMBERS: ROSE M. GUIDA, IN HER CAPACITY AS A TRUSTEE GROUP MEMBERS: SUSAN D. HUDSON, IN HER CAPACITY AS A TRUSTEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC FIRST BANCORP INC CENTRAL INDEX KEY: 0000834285 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232486815 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39824 FILM NUMBER: 231030833 BUSINESS ADDRESS: STREET 1: TWO LIBERTY PLACE STREET 2: 50 S. 16TH STREET SUITE 2400 CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 215-735-4422 MAIL ADDRESS: STREET 1: TWO LIBERTY PLACE STREET 2: 50 S. 16TH STREET SUITE 2400 CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: FIRST REPUBLIC BANCORP INC /DE/ DATE OF NAME CHANGE: 19960617 FORMER COMPANY: FORMER CONFORMED NAME: EXECUFIRST BANCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST EXECUTIVE BANCORP INC DATE OF NAME CHANGE: 19881113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORCROSS GEORGE E III CENTRAL INDEX KEY: 0001116528 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 1087 SPRINGDALE RD CITY: CHERRY HILL STATE: NJ ZIP: 08003 SC 13D/A 1 d516238dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 13D/A

(Rule 13d-101)

Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed

Pursuant to § 240.13d-2(a)

Under the Securities Exchange Act of 1934

(Amendment No. 34)*

Republic First Bancorp, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

760416107

(CUSIP Number)

George E. Norcross, III

218 Royal Palm Way, Suite 300

Palm Beach, Florida 33480

(561) 500-4600

With a Copy to:

H. Rodgin Cohen

Mitchell S. Eitel

Sullivan & Cromwell LLP

125 Broad Street

New York, NY 10004

212-558-4000

(Name, address and telephone number of person authorized to receive notices and communications)

June 20, 2023

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 760416107		SCHEDULE 13D		Page 2 of 10


1		Names of Reporting Persons George E. Norcross, III
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3		SEC Use Only
4		Source of Funds (See Instructions) PF
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America

(1)

The Reporting Person is reporting on this Schedule 13D as a member of a “group” with the other Reporting Persons. The group beneficially owns 6,311,618 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.9% of the outstanding shares of Common Stock. See Item 5.

(2)

For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of March 13, 2023 is 63,863,592, as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022, filed with the SEC on March 15, 2023.


CUSIP No. 760416107		SCHEDULE 13D		Page 3 of 10


1		Names of Reporting Persons Avery Conner Capital Trust
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3		SEC Use Only
4		Source of Funds (See Instructions) AF, WC
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization Florida

(3)	4,724,662 shares of Common Stock held by the Avery Conner Capital Trust, of which Philip A. Norcross, Susan D. Hudson, Geoffrey B. Hudson and Rose M. Guida serve as Trustees and may be deemed to have shared beneficial ownership as Trustees.


CUSIP No. 760416107		SCHEDULE 13D		Page 4 of 10


1		Names of Reporting Persons Philip A. Norcross
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3		SEC Use Only
4		Source of Funds (See Instructions) PF, OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 5 of 10


1		Names of Reporting Persons Susan D. Hudson, in her capacity as a Trustee
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 6 of 10


1		Names of Reporting Persons Geoffrey B. Hudson, in his capacity as a Trustee
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 7 of 10


1		Names of Reporting Persons Rose M. Guida, in her capacity as a Trustee
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3		SEC Use Only
4		Source of Funds (See Instructions) OO See Item 3
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 8 of 10


1		Names of Reporting Persons Gregory B. Braca
2		Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
3		SEC Use Only
4		Source of Funds (See Instructions) PF
5		Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6		Citizenship or Place of Organization United States of America


CUSIP No. 760416107		SCHEDULE 13D		Page 9 of 10

This Amendment No. 34 (“Amendment No. 34”) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on January 31, 2022, as amended prior to the date of this Amendment No. 34 (the “Original Schedule 13D”) as specifically set forth herein (as so amended, the “Schedule 13D”). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.

Item 4.

Purpose of the Transaction.

Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:

On June 20, 2023, George E. Norcross, III, Philip A Norcross, and Gregory B. Braca delivered a letter to the Board calling for the resignation or removal of Andrew B. Cohen as Chairman of the Board.

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Original Schedule 13D is hereby amended to add the following exhibit:


Exhibit Number		Description

7(m)		Letter to the Board from George E. Norcross, III, Philip A. Norcross, and Gregory B. Braca, dated as of June 20, 2023


CUSIP No. 760416107		SCHEDULE 13D		Page 10 of 10

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: June 21, 2023


George E. Norcross, III

By:		/s/ George E. Norcross, III

Avery Conner Capital Trust

By:		/s/ Philip A. Norcross
Name:		Philip A. Norcross
Title:		Trustee

Philip A. Norcross

By:		/s/ Philip A. Norcross

Susan D. Hudson

By:		/s/ Susan D. Hudson

Geoffrey B. Hudson

By:		/s/ Geoffrey B. Hudson

Rose M. Guida

By:		/s/ Rose M. Guida

Gregory B. Braca

By:		/s/ Gregory B. Braca

EX-99.7(M) 2 d516238dex997m.htm EX-99.7(M) EX-99.7(m)

Exhibit 99.7(m)

GEORGE E. NORCROSS, III

GREGORY B. BRACA

PHILIP A. NORCROSS

June 20, 2023

VIA FEDEX

VIA EMAIL TO LJACOBS@MYREPUBLICBANK.COM

Board of Directors

Republic First Bancorp, Inc.

Two Liberty Place

50 South 16th Street, Suite 2400

Philadelphia, Pennsylvania 19102

Re:	Republic First Bancorp, Inc.—Chairman Cohen Conflict of Interest/Equity Capital Raise

Dear Board of Directors:

On March 10, 2023, Republic First Bancorp, Inc. (“Company”), the holding company for Republic First Bank d/b/a Republic Bank, announced a planned capital raise of $125 million dollars with the participation of seasoned bank investor Castle Creek Capital and affiliates of existing shareholder Cohen Private Ventures, LLC (current Chairman Andrew B. Cohen). This information was reiterated in the Company’s May 1, 2023 press release and related Form 8-K that was filed with the U.S. Securities & Exchange Commission (“SEC”).

Subsequently, on May 15, 2023, the Company announced the $125 million equity capital raise described above, led by Castle Creek Capital and an affiliate of existing shareholder, director and Chairman, Andrew B. Cohen, was being deferred citing, in part, the adequacy of the Company’s capital position and potential dilutive impact, despite the fact the Company just weeks earlier suspended payment on its preferred securities and subordinated debt to preserve capital and the price of $2.25 a share for the proposed capital raise was significantly above the prevailing market price of the Company’s stock. On May 23, 2023, we asked the Company for an explanation for the so-called pause and requested the Board consider eliminating director fees and perks as a way to further preserve capital and demonstrate the interests of the shareholders were being prioritized. We have yet to receive a response. Disappointing, but unfortunately not a surprise.

Finally, on May 30, 2023, the Company announced in a press release that Andrew B. Cohen had been elected as “Independent” Chairman of the Board of Directors effective June 1, 2023. The Company’s press announcement was included in a Form 8-K filing to the SEC. Shareholder reaction to Mr. Cohen’s ascension to Chair was particularly swift and decisive - - - an apparent no confidence vote - - - as the share price dropped to near 52-week lows immediately following the announcement. The price of the Company’s stock has yet to fully recover.

Board of Directors

Republic First Bancorp, Inc.

June 20, 2023

Page 2

We believe that even if he meets the technical definition, Mr. Cohen is clearly not an independent chairman and any purported recusal by him with respect to the capital raise issue is clearly illusionary, given his control of the Board as evidenced by his recent promotion. His position is riddled with irreconcilable conflicts of interests given the critical existing capital raise and the decision by the Company to pause. That decision was clearly beneficial for Mr. Cohen (who avoids investing at nearly double the then stock price) and, unfortunately, to the detriment of the other shareholders; an action for which we believe the Board should and will be held accountable.

In addition, the Company cites Mr. Cohen’s “corporate governance” experience and his ability to strengthen the Company’s governance as important factors in his selection. Those statements are on their face patently preposterous, as we believe the record demonstrates many of the Company’s current problems lie at the feet of Andrew Cohen. By way of example, the Company and the Board, during his tenure, have approved hundreds of thousands of dollars of related party transactions, granted multi-million dollar golden parachutes to his allies, are consistently delinquent on SEC filings, face NASDAQ delisting, have been forced to make financial statement corrections, oversaw the abrupt and still unexplained departure of the Chief Financial Officer and still refuse to release the findings of the Secret Wilmer Hale Report, all while the Company has not had a shareholder meeting in two years. Finally, as one of his first achievements as new independent Chairman, Andrew Cohen’s company filed yet another 8- K with the SEC late last week again announcing that it still could not finish and file its financial statements. Hardly a case study in best practices of corporate transparency or governance. To suggest that his presence as Independent Chairman and his experience in corporate governance will lead this Bank to prosperity is, on its face, absurd.

Based upon the forgoing, we believe Andrew B. Cohen is unqualified and incapable of serving as an Independent Chairman of the Company during this incredibly important period. We view Mr. Cohen’s continued presence as Chairman as a naked abuse of power and simply a scheme designed to enable him to escape from his obligations to complete the equity capital plan as originally contemplated and described above. That scheme must be stopped now. We, therefore, demand that Mr. Cohen immediately resign as Chairman of the Board and, if he does not do so promptly, the Board should remove him from that position without further delay.

Thank you.

Sincerely,

/s/ George E. Norcross, III

George E. Norcross, III

/s/ Philip A. Norcross

Philip A. Norcross

/s/ Gregory B. Braca

Gregory B. Braca