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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 27, 2004
Republic First Bancorp, Inc.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 0-17007 23-2486815
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
1608 Walnut Street, Philadelphia, PA 19103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 735-4422
(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):
[ ] 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))
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Item 8.01. Other Events.
The Board of Directors of the Registrant is considering a potential
spin-off of its Delaware subsidiary, First Bank of Delaware and, in connection
therewith, requested a private letter ruling from the Internal Revenue Service.
On October 27, 2004, the Registrant received a ruling from the Internal Revenue
Service to the effect that, among other things, the distribution would be tax
free for U.S. federal income tax purposes to the Registrant and its
shareholders, and that neither the Registrant nor its shareholders would
recognize income, gain or loss as a result of the distribution.
Following the spin-off, First Bank of Delaware would be an independent
public company. If the spin-off were to occur, it is contemplated that
shareholders would receive shares of common stock in First Bank of Delaware
relative to their share ownership in the Registrant. Holders of the Registrant's
common stock would continue to own their proportionate share of the Registrant.
It is anticipated that shares of First Bank of Delaware would trade on the Pink
Sheets if the spin-off was comsummated.
Subject to all necessary regulatory filings and approvals, satisfaction of
customary closing conditions and approval by the Registrant's Board of
Directors, the proposed spin-off is expected to be completed during the first
quarter of 2005. Current shareholders of the Registrant would not be required to
take any action in connection with this proposed transaction.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Number Description of Document
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99.1 Press Release dated October 28, 2004 announcing proposed spin-off
of First Bank of Delaware
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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, thereunto duly authorized.
Republic First Bancorp, Inc.
(Registrant)
October 28, 2004 By: /s/ Paul Frenkiel
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Name: Paul Frenkiel
Title: Chief Financial
Officer