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 25, 2009 (September 24, 2009)
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| (Exact name of registrant as specified in its charter) |
| | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3801 Paxton Street, Harrisburg, Pennsylvania | |
| (Address of principal executive offices) | (Zip Code) |
| Registrant’s telephone number, including area code: | 800-653-6104 |
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| (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):
Item 1.01 Entry Into a Material Definitive Agreement
In connection with the underwritten public offering of 6,250,000 shares of common stock of Metro Bancorp, Inc. (the “Company”), the Company entered into an Underwriting Agreement, dated September 24, 2009, with Sandler O’Neill & Partners, L.P., as representative of the underwriters named therein (the “Common Stock Underwriting Agreement”). The shares of common stock are being sold to the underwriters at a price of $11.40 per share. Pursuant to the Underwriting Agreement, the underwriters have a 30-day option to purchase up to an additional 625,000 shares of common stock to cover over-allotments, if any.
The underwriters and their affiliates have provided certain commercial banking, financial advisory and investment banking services for the Company for which they receive fees. Sandler O’Neill & Partners, L.P. is serving as financial advisor to Republic First Bancorp, Inc. with respect to the merger of Republic First with and into the Company, for which it is receiving customary compensation.
The Underwriters and their affiliates may from time to time in the future perform services for the Company and engage in other transactions with the Company.
The preceding is a summary of the terms of the Common Stock Underwriting Agreement, and is qualified in its entirety by reference to the Common Stock Underwriting Agreement, attached hereto as Exhibit 1.1 and incorporated herein by reference.
Item 8.01 Other Events
On September 25, 2009, the Company issued a press release announcing the pricing of the Company’s underwritten public offering of 6,250,000 shares of its common stock at a price of $12.00 per share. Net proceeds will be approximately $70.7 million, exclusive of any exercise by the underwriters of their over-allotment option to purchase an additional 625,000 shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K (including information included or incorporated by reference herein) contains forward-looking statements, within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act, with respect to the proposed merger with Republic First and the financial condition, 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 our 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 our control). The words “may,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “expect,” “intend,” “plan” and similar expressions are intended to identify forward-looking statements
While we believe our plans, intentions and expectations as reflected in these forward-looking statements are reasonable, we can give no assurance that our plans, intentions and expectations will be achieved. You should understand that various factors, in addition to those discussed elsewhere in this Current Report on Form 8-K (including information included or incorporated by reference herein), could affect our future results and could cause results to differ materially from those expressed in these forward-looking statements, including:
| · | whether the transactions contemplated by the merger agreement with Republic First will be approved by the applicable federal, state and local regulatory authorities; |
| · | our ability to complete the proposed merger with Republic First and the merger of Republic First Bank with and into Metro Bank, to integrate successfully Republic First’s assets, liabilities, customers, systems and management personnel into our operations, and to realize expected cost savings and revenue enhancements within expected timeframes; |
| · | the possibility that expected Republic First merger-related charges are materially greater than forecasted or that final purchase price allocations based on fair value of the acquired assets and liabilities at the effective date of the merger and related adjustments to yield and/or amortization of the acquired assets and liabilities are materially different from those forecasted; |
| · | adverse changes in our or Republic First’s loan portfolios and the resulting credit risk-related losses and expenses; |
| · | the effects of, and changes in, trade, monetary and fiscal policies, including interest rate policies of the Board of Governors of the Federal Reserve System; |
| · | general economic or business conditions, either nationally, regionally or in the communities in which either we or Republic First does business, may be less favorable than expected, resulting in, among other things, a deterioration in credit quality or a reduced demand for credit; |
| · | continued levels of loan quality and volume origination; |
| · | the adequacy of loan loss reserves; |
| · | the impact of changes in financial services’ laws and regulations (including laws concerning taxes, banking, securities and insurance); |
| · | the willingness of customers to substitute competitors’ products and services for our products and services and vice versa; |
| · | unanticipated regulatory or judicial proceedings; |
| · | interest rate, market and monetary fluctuations; |
| · | the timely development of competitive new products and services by us and the acceptance of such products and services by customers; |
| · | changes in consumer spending and saving habits relative to the financial services we provide; |
| · | the loss of certain key officers; |
| · | continued relationships with major customers; |
| · | our ability to continue to grow our business internally and through acquisition and successful integration of bank entities while controlling costs; |
| · | compliance with laws and regulatory requirements of federal and state agencies; |
| · | the ability to hedge certain risks economically; |
| · | effect of terrorist attacks and threats of actual war; and |
| · | our success at managing the risks involved in the foregoing. |
Because such forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such statements. The foregoing list of important factors is not exclusive and you are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document or, in the case of documents incorporated by reference, the dates of those documents. We do not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on behalf of us.
Item 9.01 Financial Statements and Exhibits.
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 25, 2009
| | METRO BANCORP, INC. |
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| | By: /s/ Mark A. Zody |
| | Name: Mark A. Zody |
| | Title: Chief Financial Officer |
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