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) December 17, 2004
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Pennsylvania Commerce Bancorp, Inc.
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-50961 25-1834776
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
100 Senate Avenue, Camp Hill, Pennsylvania 17011
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (717) 975-5630
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N/A
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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):
[ ] 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 1.01. Entry into a Material Definitive Agreement
On December 17, 2004, the Board of Directors of Pennsylvania
Commerce Bancorp, Inc. amended the Company's 1996 Employee Stock Option
Plan and 2001 Directors Stock Option Plan. The amendment modifies the
vesting schedules of the plan to be based upon the option holding
period. The Employee Stock Option Plan previously included vesting
schedules based upon the sooner of years of service or the option
holding period. As a result of the amendment, the years-of-service
component of the vesting schedule was deleted for stock options awarded
after January 1, 2005. The Directors Stock Option Plan previously did
not include a vesting schedule. As a result of the amendment, the
vesting schedule for the Directors Stock Option Plan will now be the
same as the schedule for the Employees Stock Option Plan for stock
options awarded after January 1, 2005.
Copies of the Amended Stock Option Plans are attached as
Exhibits 10.1 and 10.2 to this report. The description of the plans
contained in this report is qualified by reference to the plans
themselves.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit No.
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10.1 Amended 1996 Employee Stock Option Plan
10.2 Amended 2001 Directors Stock Option Plan
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.
Pennsylvania Commerce Bancorp, Inc.
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(Registrant)
Date: December 23, 2004 /s/ Gary L. Nalbandian
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Gary L. Nalbandian,
Chairman and President
EXHIBIT INDEX
Exhibit No. DESCRIPTION
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10.1 Amended 1996 Employee Stock Option Plan
10.2 Amended 2001 Directors Stock Option Plan