-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AvWc/s0Q+k9Qa2r13womiGaybg/o4fk+xnPHEp0E4jaLXz3bvM3MyiHB4etaMLaA ED/6f8a8UEbuEfmbGDHQ4A== 0000950159-03-000565.txt : 20030630 0000950159-03-000565.hdr.sgml : 20030630 20030630130034 ACCESSION NUMBER: 0000950159-03-000565 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021231 FILED AS OF DATE: 20030630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENNSYLVANIA COMMERCE BANCORP INC CENTRAL INDEX KEY: 0001085706 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 251834776 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-78445 FILM NUMBER: 03763379 BUSINESS ADDRESS: STREET 1: 100 SENATE AVE CITY: CAMP HILL STATE: PA ZIP: 17001-8599 BUSINESS PHONE: 7179755630 MAIL ADDRESS: STREET 1: 100 SENATE AVE CITY: CAMP HILL STATE: PA ZIP: 17001-8599 11-K 1 pacommerce11k.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K (Mark One) [x] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the fiscal year ended December 31, 2002 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] For the transition period from _____to_____. Commission file number 333-78445 A. Full title of the plan and address of the plan, if different from that of the issuer named below: Commerce Bank/Harrisburg Retirement Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Pennsylvania Commerce Bancorp, Inc. 100 Senate Avenue Camp Hill, PA 17011 The Commerce Bank/Harrisburg, N.A. 401(K) Retirement Savings Plan Financial Statements and Supplemental Schedule December 31, 2002 and 2001 2 The Commerce Bank/Harrisburg Retirement Savings Plan TABLE OF CONTENTS INDEPENDENT AUDITORS REPORT...................................................4 FINANCIAL STATEMENTS Statements of Net Assets Available for Benefits......................5 Statements of Changes in Net Assets Available for Benefits...........6 Notes to Financial Statements........................................7 SUPPLEMENTARY SCHEDULE Independent Auditor's Report on Supplementary Schedule ......................................12 Schedule of Assets (Held at End of Year)........... ................13 3 INDEPENDENT AUDITOR'S REPORT ON THE FINANCIAL STATEMENTS To the Trustees and Plan Administrator Commerce Bank/Harrisburg Retirement Savings Plan Camp Hill, Pennsylvania We have audited the accompanying statements of net assets available for benefits of the Commerce Bank/Harrisburg Retirement Savings Plan as of December 31, 2002 and 2001, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial status of the Plan at December 31, 2002 and 2001, and the changes in its financial status for the years then ended, in conformity with accounting principles generally accepted in the United States of America. /s/ Beard Miller Company LLP Harrisburg, Pennsylvania May 23, 2003 4
COMMERCE BANK/HARRISBURG RETIREMENT SAVINGS PLAN - ------------------------------------------------------------------------------------------------------------------------ STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS December 31, --------------------------- 2002 2001 -------- ------ ASSETS Investments, at fair value: Cash and money market funds $ 145,818 $ 143,098 Mutual funds 1,091,629 1,151,587 Pennsylvania Commerce Bancorp, Inc. common stock 492,468 328,464 ---------------- ---------------- 1,729,915 1,623,149 ---------------- ---------------- Receivables: Participants' contributions - 249 Employer's contributions 59,867 52,453 ---------------- ---------------- 59,867 52,702 ---------------- ---------------- Total Assets 1,789,782 1,675,851 LIABILITY, OTHER 2 5 ---------------- ---------------- Net Assets Available for Benefits $1,789,780 $1,675,846 ================ ================ See notes to financial statements.
5
COMMERCE BANK/HARRISBURG RETIREMENT SAVINGS PLAN - ------------------------------------------------------------------------------------------------------------------------------------ STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS Years Ended December 31, --------------------------- 2002 2001 ---------------- ---------------- INVESTMENT INCOME (LOSS) Net depreciation in fair value of investments ($275,934) ($150,971) Interest and dividends 37,948 54,357 ---------------- ---------------- (237,986) (96,614) ---------------- ---------------- CONTRIBUTIONS Participants 342,486 295,593 Employer 59,867 52,453 Other (including rollovers) 39,198 - ---------------- ---------------- 441,551 348,046 ---------------- ---------------- BENEFITS PAID TO PARTICIPANTS (89,631) (48,251) ---------------- ---------------- Net Increase 113,934 203,181 NET ASSETS AVAILABLE FOR BENEFITS - BEGINNING OF YEAR 1,675,846 1,472,665 ---------------- ---------------- NET ASSETS AVAILABLE FOR BENEFITS - END OF YEAR $1,789,780 $1,675,846 ================ ================ See notes to financial statements.
6 NOTES TO FINANCIAL STATEMENTS NOTE 1 - DESCRIPTION OF THE PLAN The following brief description of the Commerce Bank/Harrisburg Retirement Savings Plan (Plan) is provided for general information purposes only. Participants should refer to the Summary Plan Description for a more complete description of the Plan's provisions. General The Plan was established effective February 15, 1993. The Plan is a contributory defined contribution plan. Under the Plan, effective January 1, 2001, all employees who are 21 years of age and have completed six months of service are eligible to participate in the plan. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Participation An employee becomes a participant in the Plan on the earlier of the first day of the Plan year or the first day of the seventh month of the Plan year coinciding with or next following the date eligibility requirements are met. Service Rules Employees are credited with a year of service for each plan year during which they have at least 1,000 hours of service. Contributions There are three types of contributions that can be added to a participant's account: an employee salary deferral contribution, an employer matching contribution, and an employer profit sharing contribution. Participants may contribute up to 15% of their annual pre-tax compensation by way of a salary deferral contribution. The employer contributes an amount equal to 25% of the participant's salary deferral contributions, up to a maximum of 6% of the participant's compensation. Each year, the employer, at the sole discretion of its Board of Directors, determines the amount of the employer profit sharing contribution to be made from current or accumulated net earnings. There were no profit sharing contributions approved by the Board of Directors or made to the Plan during the years ended December 31, 2002 and 2001. The participants may direct their contributions into several different investment options. Participants' Accounts Each participant's account is credited with an allocation of various contributions, Plan earnings (including unrealized appreciation or depreciation of Plan assets) and forfeitures of the nonvested portion of terminated participants' employer contributions. Allocations of Plan earnings are based on participants' account balances during the valuation period. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account balance. 7 Vesting A participant is 100% vested at all times in the participant's salary deferral account regardless of the number of years of service. If participants cease participation, other than by retirement, disability, or death, the vested interest in the remainder of their accounts is dependent upon the years of credited service, as follows:
Percent Years of Service Vested -------------------------------------- ----------------------- 0-1 0% 2 20% 3 40% 4 60% 5 80% 6 or more 100%
Payment of Benefits Upon retirement, disability, or death, distributions will be paid as soon as administratively possible in a lump sum or as an annuity. Upon termination of service other than by retirement, disability, or death, a participant will receive a lump sum payment if the total of their employer matching and profit sharing contribution accounts does not exceed $5,000. If the account balances exceed $5,000, the assets will generally be held in a trust until the participant's normal or early retirement date. However, terminated participants may elect to receive their salary deferral accounts in the year following termination. There were no distributions due to participants at December 31, 2002 and 2001. Forfeitures As of December 31, 2002 and 2001, forfeited employer matching non-vested accounts amounted to $1,245 and $1,427, respectively. Forfeitures of employer matching non-vested accounts may be used to reduce the employer's matching 401(k) contribution. During the years ended December 31, 2002 and 2001, forfeitures applied against employer contributions amounted to $1,245 and $-0-, respectively. Forfeited profit sharing non-vested accounts are allocated to all eligible participants. Administrative Costs Significant administrative costs of the Plan are absorbed by the Company. NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting The financial statements of the Plan are prepared on the accrual basis of accounting. Valuation of Investments Investments are stated at fair value by reference to quoted market prices on the last business day of the reporting period. 8 Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded and allocated on a daily valuation basis. Dividends are recorded on the ex-dividend date. Investments of the Plan are exposed to various risks, such as interest rate, market and credit. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the value of investments, it is at least reasonably possible that changes in risk in the near term would materially affect investment assets reported in the statements of net assets available for benefits and the statements of changes in net assets available for benefits. Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United State of America requires the Plan administrator to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 9
NOTE 3 - INVESTMENTS The Plan's investments are held in certain mutual funds under the administration of the Fidelity Investment Advisory Group and Pennsylvania Commerce Bancorp, Inc. common stock. The following table presents the fair value of investments: 2002 2001 ---------------- ---------------- Cash $ 2 $ 9,272 Money market funds: Fidelity Spartan Money Market Fund 145,811 * 133,721 * Fidelity Cash Reserves Fund 5 105 ---------------- ---------------- 145,818 143,098 ---------------- ---------------- Mutual funds: Strong Corporate Bond Fund 133,180 * 103,973 * Fidelity Convertible Securities Fund 123,769 * 116,981 * Fidelity Spartan U.S. Equity Index Fund 145,337 * 152,490 * Fidelity Mid-Cap Stock Fund 59,715 32,136 Janus Worldwide Fund 204,774 * 310,896 * Janus Fund 93,606 * 96,996 * Sound Shore Fund 199,045 * 212,658 * Baron Asset Fund - 104,675 * White Oak Growth Stock Fund 21,913 20,782 Oakmark Fund 110,290 * - ---------------- ---------------- 1,091,629 1,151,587 ---------------- ---------------- Pennsylvania Commerce Bancorp, Inc., common stock 492,468 * 328,464 * ---------------- ---------------- $1,729,915 $1,623,149 ================ ================
* Represents 5% or more of the net assets available for benefits. During the years ended December 31, 2002 and 2001, the Plan's investments (including investments bought, sold, as well as held during the year) depreciated in value by $(275,934) and $(150,971), respectively. The net depreciation in fair value of investments for each significant class of investments consists of the following for the years ended December 31: 2002 2001 ---------------- ---------------- Mutual funds ($266,175) ($199,413) Common stock (9,759) 48,442 ---------------- ---------------- ($275,934) ($150,971) ================ ================ 10 NOTE 4 - PLAN TERMINATION Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contribution at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become 100% vested in their accounts. NOTE 5 - INCOME TAX STATUS The Plan obtained its latest determination letter on May 27, 1995, in which the Internal Revenue Service stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, they believe that the Plan was qualified and the related trust was tax-exempt through the year ended December 31, 2002. NOTE 6 - RELATED PARTY TRANSACTIONS Certain Plan investments are shares of common stock that are issued by the Plan sponsor. Therefore, related transactions qualify as related party transactions. Purchases made by the Plan for the investment in the Company's common stock amounted to $188,466 and $207,525 for the years ended December 31, 2002 and 2001, respectively. NOTE 7 - PARTIES-IN-INTEREST TRANSACTIONS Certain Plan investments are shares of mutual funds that are managed by the custodian. Therefore, related transactions qualify as party-in-interest transactions. All other transactions which may be considered parties-in-interest transactions relate to normal plan management and administrative services and the related payment of fees. NOTE 8 - RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500
Realized/unrealized gain and interest/dividend income: Net realized and unrealized depreciation in value of investments $(275,934) Interest and dividends 37,948 ---------------- $(237,986) ================ Form 5500, Schedule H, Part II: Item b(1)(G) $ 2,383 Item b(4)(C) 4,335 Item b(5)(C) (14,094) Item b(10) (230,610) ---------------- $(237,986) ================
11 INDEPENDENT AUDITOR'S REPORT ON SUPPLEMENTARY SCHEDULE To the Trustees and Plan Administrator Commerce Bank/Harrisburg Retirement Savings Plan Camp Hill, Pennsylvania Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) as of December 31, 2002 is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. /s/ Beard Miller Company LLP Harrisburg, Pennsylvania May 23, 2003 12 SCHEDULE OF ASSETS (HELD AT END OF YEAR) FORM 5500 - SCHEDULE H - PART IV - LINE 4i EIN: 23-2324730 PN: 001
December 31, 2002 - ------------------------------------------------------------------------------------------------------------ Description of *** Current Value (a) Identity of Issue (b) Investment (c) Cost (d) (e) - ------ -------------------------------------------- ------------------------- ------------- ---------------- ** Fidelity Spartan Money Market Fund Money Market Fund N/A $ 145,811 ** Fidelity Cash Reserves Fund Money Market Fund N/A 5 Strong Corporate Bond Fund Mutual Funds N/A 133,180 ** Fidelity Convertible Securities Fund Mutual Funds N/A 123,769 ** Fidelity Spartan U.S. Equity Index Fund Mutual Funds N/A 145,337 ** Fidelity Mid-Cap Stock Fund Mutual Funds N/A 59,715 Janus Worldwide Fund Mutual Funds N/A 204,774 Janus Fund Mutual Funds N/A 93,606 Sound Shore Fund Mutual Funds N/A 199,045 White Oak Growth Stock Fund Mutual Funds N/A 21,913 Oakmark Fund Mutual Funds N/A 110,290 * Pennsylvania Commerce Bancorp, Inc. Common Stocks N/A 492,468 ---------------- $1,729,913 ================ * Related party. ** Party-in-interest *** Historical cost has not been presented as all investments are participant directed.
13 SIGNATURES The Plan. Pursuant to the benefit plan) have duly caused this requirements of the Securities annual report to be signed on its behalf Exchange Act of 1934, the trustees by the undersigned hereunto duly (or other persons who administer authorized. the employee Commerce Bank/Harrisburg Retirement Savings Plan Dated: June 30, 2003 /s/ Gary L. Nalbandian -------------------------------- By: Gary L. Nalbandian, Trustee /s/ Mark A. Zody -------------------------------- By: Mark A. Zody, Trustee 14 EX-99.1 3 exhibit99.txt EXHIBIT 99.1 Exhibit 99.1 Certification of Chief Executive Officer of Pennsylvania Commerce Bancorp, Inc. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 11-K of the Commerce Bank/Harrisburg Retirement Savings Plan (the "Plan") for the annual period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Gary L. Nalbandian, as Chief Executive Officer of Pennsylvania Commerce Bancorp, Inc. and Trustee of the Plan, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ Gary L. Nalbandian - ---------------------- Gary L. Nalbandian Chief Executive Officer, Pennsylvania Commerce Bancorp, Inc., and Trustee of the Plan June 30, 2003 This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Pennsylvania Commerce Bancorp, Inc. and will be retained by Pennsylvania Commerce Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. EX-99 4 exhibit99-2.txt EXHIBIT 99.2 Exhibit 99.2 Certification of Chief Financial Officer of Pennsylvania Commerce Bancorp, Inc. Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with the Annual Report on Form 11-K of the Commerce Bank/Harrisburg Retirement Savings Plan (the "Plan") for the annual period ended December 31, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Mark A. Zody, as Chief Financial Officer of Pennsylvania Commerce Bancorp, Inc. and Trustee of the Plan, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Plan. /s/ Mark A. Zody - ---------------- Mark A. Zody Chief Financial Officer, Pennsylvania Commerce Bancorp, Inc., and Trustee of the Plan June 30, 2003 This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Pennsylvania Commerce Bancorp, Inc. and will be retained by Pennsylvania Commerce Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. -----END PRIVACY-ENHANCED MESSAGE-----