UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q/A
AMENDMENT NO. 1
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended: June 30, 2004
Commission File Number: 000-17007
Republic First Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2486815
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(State or other jurisdiction of IRS Employer Identification
incorporation or organization) Number
1608 Walnut Street, Philadelphia, Pennsylvania 19103
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(Address of principal executive offices) (Zip code)
215-735-4422
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(Registrant's telephone number, including area code)
N/A
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(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to filing requirements
for the past 90 days.
YES X NO ____
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Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act):
YES NO __X__
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APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the Issuer's classes of
common stock, as of the latest practicable date.
6,759,710 shares of Issuer's Common Stock, par value
$0.01 per share, issued and outstanding as of July 31, 2004
EXPLANATORY NOTE
The Registrant is filing this amendment to its Quarterly Report on Form
10-Q/A for the quarter ended June 30, 2004 to revise Part II, Item 6 and attach
as exhibits the employment agreements it entered into during the second quarter
of 2004 with certain of its executive officers.
Item 6: EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits:
Exhibit No. Description
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3.1* Change of Control Policy (incorporated by reference to Exhibit
A of Exhibit 10.1 attached hereto).
10.1* Employment Agreement between First Bank of Delaware and Harry
D. Madonna, dated June 22, 2004, effective January 1, 2005.
10.2* Employment Agreement between Republic First Bancorp, Inc. and
Harry D. Madonna, dated June 22, 2004, effective January 1,
2005.
10.3* Employment Agreement between Republic First Bancorp, Inc. and
Robert Davis, dated June 22, 2004, effective February 1, 2004.
31.1*/** CEO Certification pursuant to rule 13a-14(a) and 15d-14(a) of
the Securities Exchange Act of 1934.
31.2*/** CFO Certification pursuant to rule 13a-14(a) and 15d-14(a) of
the Securities Exchange Act of 1934.
32.1** Section 1350 certifications pursuant to Section 906 of the
Sarbanes-Oxley Act 2002 (furnished but not filed for purposes
of the Securities Exchange Act of 1934).
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* Filed herewith.
** Filed as an exhibit to the Registrant's original filing of this Form 10-Q
for the period ended June 30, 2004 with the Securities and Exchange
Commission on August 10, 2004.
(b) Reports on Form 8-K:
The Registrant filed no Current Reports on Form 8-K during the quarter ended
June 30, 2004.
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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.
/s/ Harry D. Madonna
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President and Chief Executive Officer
/s/ Paul Frenkiel
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Executive Vice President and
Chief Financial Officer
Dated: February 7, 2005
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