----------------------------------------- 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 1, 1999 PENNSYLVANIA COMMERCE BANCORP, INC. ----------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Pennsylvania 25-1834776 -------------------------------- --------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) ---------------- (Commission file number) 100 Senate Avenue, Camp Hill, Pennsylvania 17001-8599 - ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (zip code) JAMES T. GIBSON President and C.E.O. PENNSYLVANIA COMMERCE BANCORP, INC. 100 Senate Avenue Post Office Box 8599 Camp Hill, Pennsylvania 17011-8599 ------------------------------------------ (Address of executive offices) (717) 975-5630 ------------------------------------------------------ (Telephone number, including area code, of agent for service) ITEM 5. OTHER EVENTS Effective July 1, 1999, Commerce Bank/Harrisburg, N.A. ("Commerce") consummated the Agreement and Plan of Reorganization (the "Agreement") with Pennsylvania Commerce Bancorp, Inc., a newly formed Pennsylvania business corporation (the "Holding Company"), reorganizing Commerce into a one-bank holding company. Pursuant to the Agreement, Commerce merged with and into a new nationally chartered banking association, "Commerce Bank/Harrisburg Interim National Bank" (the "Interim Bank"). The Interim Bank, formed solely for the purpose of the reorganization, will operate under the name Commerce Bank/Harrisburg, N.A. and will be a wholly-owned subsidiary of the Holding Company. The Reorganization has received regulatory approval and received the approval of the shareholders of Commerce at its annual meeting held on June 18, 1999. The press release announcing consummation of the agreement is attached hereto as Exhibit 99. 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. ----------------------------------- (Registrant) Date: July 1, 1999 /s/ James T. Gibson ----------------------------------- James T. Gibson, President EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 Press Release of Commerce Bank/Harrisburg, N.A. dated July 1, 1999. -2-