UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)*
Republic First Bancorp, Inc.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
760416107
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(CUSIP NUMBER)
Vernon W. Hill, II
17000 Horizon Way, Suite 100
Mt. Laurel, NJ 08054
856-751-4080
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 24, 2010
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check the
following box. [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
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copies of the schedule, including all exhibits. See 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 760416107 SCHEDULE 13D Page 2 of 6
1. NAMES OF REPORTING PERSONS
Vernon W. Hill, II
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
PF
5. CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
Not applicable
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7. SOLE VOTING POWER
SHARES 2,529,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 0
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 2,529,000
PERSON 10. SHARED DISPOSITIVE POWER
WITH 0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,529,000 shares of Common Stock. See Items 5 and 6.
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.9%. See Items 5 and 6.
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 760416107 SCHEDULE 13D Page 3 of 6
SCHEDULE 13D
REPUBLIC FIRST BANCORP, INC.
This Amendment No. 1 to Schedule 13D (this "Amendment") is being filed on
behalf of Vernon W. Hill, II and amends and supplements the Statement on
Schedule 13D filed by Vernon W. Hill, II and Theodore J. Flocco, Jr. with the
Securities and Exchange Commission on June 20, 2008 (the "Original Filing").
The information reported herein does not include information regarding Theodore
J. Flocco, Jr., because Mr. Hill and Mr. Flocco no longer constitute a "group"
within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934,
as amended, and Mr. Flocco beneficially owns less than 5% of the Issuer's
outstanding shares of Common Stock. Capitalized terms used and not defined in
this Amendment have the meanings set forth in the Original Filing. Except as
amended by this Amendment, all information contained in the Original Filing is,
after reasonable inquiry and to the best of Mr. Hill's knowledge and belief,
true, complete and correct as of the date of this Amendment.
Item 2. IDENTITY AND BACKGROUND.
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Item 2 of the Original Filing is amended and restated in its entirety as
follows:
This statement is being filed by Vernon W. Hill, II. The business address of
Mr. Hill is 17000 Horizon Way, Suite 100, Mt. Laurel, New Jersey 08054. Mr.
Hill is an investor in various companies and business ventures. He is the
founder and former Chairman of the former Commerce Bancorp.
During the last five years, Mr. Hill has not (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, U.S. federal or state securities laws or
finding any violation with respect to such laws. Mr. Hill is a United States
citizen.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 3 of the Original Filing is amended and supplemented to add the
following information:
As of the date hereof, Mr. Hill beneficially owns an aggregate of 2,529,000
shares of Common Stock. The purchase price for the shares of Common Stock
beneficially owned by Mr. Hill has come from Mr. Hill's personal funds.
Mr. Hill also owns 6,000 Trust Preferred Securities which would currently be
convertible into 923,077 shares of Common Stock, but for a restriction on
conversion contained in the terms of the Trust Preferred Securities which
CUSIP No. 760416107 SCHEDULE 13D Page 4 of 6
prohibits conversion if, as a result of such conversion, the holder would
beneficially own more than 9.9% of the shares of Common Stock outstanding at the
time of conversion. All other terms of the Trust Preferred Securities, as well
as the terms of a consulting agreement between Mr. Hill and the Issuer, are
described in the Original Filing.
Item 4. PURPOSE OF TRANSACTION.
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Item 4 of the Original Filing is amended and supplemented to add the
following information:
On June 24, 2010, Mr. Hill acquired 2,529,000 shares of Common Stock of the
Issuer in an underwritten public offering (the "Offering"). The aggregate
purchase price for the shares of Common Stock acquired by Mr. Hill in the
Offering was $5,058,000.
Except as set forth in this Amendment, Mr. Hill does not have any plans or
proposals which relate to or which would result in any of the actions specified
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Mr. Hill also owns 6,000 Trust Preferred Securities which would currently
be convertible into 923,077 shares of Common Stock, but for a restriction on
conversion contained in the terms of the Trust Preferred Securities which
prohibits conversion if, as a result of such conversion, the holder would
beneficially own more than 9.9% of the shares of Common Stock outstanding at the
time of conversion. All other terms of the Trust Preferred Securities, as well
as the terms of a consulting agreement between Mr. Hill and the Issuer, are
described in the Original Filing.
Mr. Hill acquired and continues to hold the shares of Common Stock and Trust
Preferred Securities for investment purposes. In this connection, Mr. Hill
expects to evaluate on an ongoing basis his investment in the Issuer, and may
from time to time in the future, subject to applicable legal and contractual
restrictions and constraints, acquire shares of Common Stock, dispose of shares
of Common Stock or the Trust Preferred Securities or formulate other plans or
proposals regarding the securities of the Issuer to the extent deemed advisable
in light of market conditions and other factors. Any such acquisitions or
dispositions may be made, subject to applicable law, in open market or privately
negotiated transactions or otherwise.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
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Item 5(a)-(b) of the Original Filing is amended and restated in its
entirety as follows:
(a) Beneficial Ownership
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Items 7, 8, 9, 10, 11, 12 and 13 from page 2 of this Amendment are
incorporated herein by reference.
Mr. Hill is the beneficial owner of an aggregate of 2,529,000(1) shares of
the Issuer's Common Stock. This represents beneficial ownership of
approximately 9.9%(2) of the Issuer's Common Stock.
CUSIP No. 760416107 SCHEDULE 13D Page 5 of 6
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(1) Excludes 923,077 shares of Common Stock issuable upon the conversion
of 6,000 Trust Preferred Securities which are not currently convertible as a
result of a limitation on conversion set forth in the terms of such securities.
See Items 3 and 4, above.
(2) Based on 25,553,093 shares of Common Stock outstanding as of the close
of business on June 24, 2010.
(b) Voting and Dispositive Powers
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Items 7, 8, 9, 10, 11, 12 and 13 from page 2 of this Amendment are incorporated
herein by reference.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIP WITH
RESPECT TO SECURITIES OF THE ISSUER.
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Item 6 of the Original Filing is amended and supplemented to add the
following information:
In connection with the underwritten public offering of the Issuer's Common
Stock, each of the parties to the Registration Rights Agreement, dated June 10,
2008, waived their piggyback registration rights.
CUSIP No. 760416107 SCHEDULE 13D Page 6 of 6
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 6, 2010
/s/ Vernon W. Hill, II
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Vernon W. Hill, II