S-8

As filed with the Securities and Exchange Commission on September 16, 2005

Registration No. 333-_____________

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_____________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

____________

PENNSYLVANIA COMMERCE BANCORP, INC.

(Exact name of issuer as specified in its charter)

Pennsylvania	25-1834776
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

100 Senate Avenue, P.O. Box 8599, Camp Hill, PA 17001-8599

(Address of Principal Executive Offices)(Zip Code)

PENNSYLVANIA COMMERCE BANCORP, INC.

2006 Employee Stock Option Plan

(Full title of the Plan)

MARK A. ZODY, CHIEF FINANCIAL OFFICER

PENNSYLVANIA COMMERCE BANCORP, INC.

100 Senate Avenue

Camp Hill, Pennsylvania 17011

(Name and address of agent for service)

(717) 975-5630

(Telephone number, including area code, of agent for service)

______________

Copies to:

Mary Alice Busby, Esquire

Mette, Evans & Woodside

1105 Berkshire Boulevard, Suite 320

Wyomissing, PA 19610

(610) 374-1135

CALCULATION OF REGISTRATION FEE

		Proposed	Proposed
Title of	Amount	maximum	maximum	Amount of
Securities	to be	offering	aggregate	registration
to be	registered	price	offering	fee
registered	(1)	per share(2)	price (2)
Common	500,000	$ 35.38	$17,690,000	$2,082.11
Stock	shares
($1.00
par value)

(1)	In accordance with Rule 416, this Registration Statement shall also register any additional shares of the Registrant's common stock which may become issuable to prevent dilution resulting from stock splits, stock dividends or similar transactions, as provided by the Plan.
(2)	Shares are being registered for stock options granted pursuant to the Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan. The offering (exercise) price per share has been computed pursuant to Rule 457 (c) and (h)(1) based on the average of the high and low prices of the common stock of the Registrant on the Nasdaq National market on September 14, 2005.

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PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.Incorporation of Documents by Reference.

The following documents are incorporated by reference in this Registration Statement:

(a)   The Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

(b)   The Company’s Quarterly Report on Form 10-Q for the quarters ended March 31, 2005 and June 30, 2005.

(c)   The Company’s Current Reports on Form 8-K filed with the SEC on January 19, 2005; January 31, 2005; April 19, 2005; July 12, 2005; July 19, 2005; and August 5, 2005.

(d)   All other reports filed by the Company pursuant to sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 2004.

(e)   The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A dated September 23, 2004 and filed September 28, 2004, and any amendment or report filed for the purpose of updating such description, filed pursuant to the Exchange Act.

All documents subsequently filed by the Company pursuant to sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Item 4.Description of Securities.

Not Applicable.

Item 5.Interests of Named Experts and Counsel.

Certain legal matters in connection with the Plan have been passed upon for the Company by the law firm of Mette, Evans & Woodside. As of September 12, 2005, Mette, Evans & Woodside and its attorneys beneficially owned (pursuant to Rule 13d-3 of the Exchange Act) an aggregate of approximately 289,200 shares of the Company’s common stock. Howell C. Mette, a shareholder and employee of Mette, Evans & Woodside, is a director of the Company.

Item 6.Indemnification of Directors and Officers.

Pennsylvania law provides that a Pennsylvania corporation may indemnify directors, officers, employees, and agents of the corporation against liabilities they may incur in such capacities for any action taken or any failure to act, whether or not the corporation would have the power to indemnify the person under any provision of law, unless such action or failure to act is determined by a court to have constituted recklessness or willful misconduct. Pennsylvania law also permits the adoption of a bylaw amendment, with the approval of a corporation's shareholders, providing for the elimination of a director's liability for monetary damages for any action taken or any failure to act unless (1) the director has breached or failed to perform the duties of his office and (2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.

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The Company’s articles of incorporation and bylaws have provisions providing for (1) indemnification of directors, officers and employees of the Company and (2) the elimination of a director's liability for monetary damages, each to the full extent permitted by Pennsylvania law.

The Company’s bylaws also provide for the creation of a fund to secure or insure the Company’s indemnification obligations under the articles of incorporation and bylaws. The Company’s directors’ and officers’ liability insurance policy covers typical errors and omissions liability associated with the activities of the Company. The provisions of the insurance policy would probably not indemnify the directors and officers against liability arising under the Securities Act of 1933, as amended.

Item 7.Exemption from Registration Claimed.

Not applicable.

Item 8.Exhibits.

4.1	Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan (incorporated by reference to Appendix A to the Company’s 2005 Proxy Statement, filed with the SEC on April 22, 2005).
4.2	Registration Rights Agreement dated as of September 29, 2004 between the Company and Commerce Bancorp, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 1, 2004).
4.3	Articles of Incorporation, of the Company, as amended (incorporated by reference to Appendix D to the Company's Registration Statement on Form S-4, filed with the SEC on May 14, 1999).
4.4	By -Laws, of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K, filed with the SEC on March 30, 2004).
5	Opinion re: Legality and Consent of Mette, Evans and Woodside, special counsel to the Company.
23.1	Consent of Beard Miller Company LLP.
23.2	Consent of Mette, Evans and Woodside, special counsel to the Company (included in Exhibit 5).

4

24 Powers of Attorney (included on signature page).

Item 9.Undertakings.

(a)The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that is incorporated herein by reference;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement, unless the information required to be included in such post-effective amendment is contained in a periodic report filed by the Registrant pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 that is incorporated herein by reference;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 6 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liability (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Camp Hill, Commonwealth of Pennsylvania, on this 16^th day of September 2005.

PENNSYLVANIA COMMERCE BANCORP, INC.

(Registrant)

By/s/ Mark. A. Zody

Mark A. Zody

Chief Financial Officer

and Treasurer

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

KNOW ALL MEN BY THESE PRESENTS, that each Director whose signature appears below constitutes and appoints Gary L. Nalbandian and Mark A. Zody and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this Registration Statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Signature	Title
/s/ Gary L. Nalbandian	Chairman of the Board, President	September 16, 2005
--------------------------------	and Director
Gary L. Nalbandian	(Principal Executive Officer)
/s/ Mark A. Zody	Chief Financial Officer	September 16, 2005
--------------------------------	and Treasurer
Mark A. Zody	(Principal Financial Officer and
	Principal Accounting Officer)
/s/ James R. Adair	Director	September 16, 2005
--------------------------------
James R. Adair

6

/s/ John J. Cardello	Director	September 16, 2005
--------------------------------
John J. Cardello
/s/Douglas S. Gelder	Director	September 16, 2005
--------------------------------
Douglas S. Gelder
/s/ Alan R. Hassman	Director	September 16, 2005
--------------------------------
Alan R. Hassman
/s/ Howell C. Mette	Director	September 16, 2005
--------------------------------
Howell C. Mette
/s/ Michael A. Serluco	Director	September 16, 2005
--------------------------------
Michael A. Serluco
/s/ Samir J. Srouji	Director	September 16, 2005
--------------------------------
Samir J. Srouji, M.D.

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EXHIBIT INDEX

Exhibit

4.1	Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan (incorporated by reference to Appendix A to the Company’s 2005 Proxy Statement, filed with the SEC on April 22, 2005).
4.2	Registration Rights Agreement dated as of September 29, 2004 between the Company and Commerce Bancorp, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K, filed with the SEC on October 1, 2004).
4.3	Articles of Incorporation, of the Company, as amended (incorporated by reference to Appendix D to the Company's Registration Statement on Form S-4, filed with the SEC on May 14, 1999).
4.4	By -Laws, of the Company, as amended (incorporated by reference to Exhibit 3.2 to the Company's Annual Report on Form 10-K, filed with the SEC on March 30, 2004).
5	Opinion re: Legality and Consent of Mette, Evans and Woodside, special counsel to the Company.
23.1	Consent of Beard Miller Company LLP.
23.2	Consent of Mette, Evans and Woodside, special counsel to the Company (included in Exhibit 5).
24	Powers of Attorney (included on signature page).

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EX-5

Exhibit 5

METTE, EVANS & WOODSIDE

A Professional Corporation

Attorneys at Law

1105 Berkshire Boulevard

Suite 320

Wyomissing, PA 19610

-----------

Telephone 610-374-1135

Fax 610-371-9510

September 16, 2005

Board of Directors

Pennsylvania Commerce Bancorp, Inc.

100 Senate Avenue

P.O. Box 8599

Harrisburg, PA 17001-8599

Re:	Pennsylvania Commerce Bancorp, Inc. 2006 Employee
	Stock Option Plan Registration Statement on Form S-8

Gentlemen:

This opinion is rendered in connection with the Registration Statement filed on Form S-8 with the Securities and Exchange Commission under the Securities Act of 1933 (“Registration Statement”), under which 500,000 shares of common stock of Pennsylvania Commerce Bancorp, Inc. (the "Company"), par value $1.00 per share ("Shares"), are to be registered pursuant to the Pennsylvania Commerce Bancorp, Inc. 2006 Employee Stock Option Plan (“Plan”).

We have reviewed the corporate proceedings relating to the proposed stock offering and such other legal matters as we have deemed appropriate for the purpose of this opinion. We have not undertaken, nor do we intend to undertake, any independent investigation beyond such documents and records, or to verify the adequacy or accuracy of such documents and records.

Our examination of matters of law in connection with the opinions expressed herein has been limited to, and accordingly our opinions herein are limited to, the Pennsylvania Business Corporation Law. We assume no obligation to supplement this letter if any applicable laws change after the date hereof or if we become aware of any facts that may change the opinion expressed herein after the date hereof.

Based upon and subject to the foregoing, we are of the opinion that the Shares are duly and validly authorized and when issued and sold as contemplated by the Plan and the Registration Statement, will be legally and validly issued, fully paid and non-assessable shares of capital stock of the Company.

We hereby consent to the use of the name of our firm under Item 5 in Part II of the Registration Statement, and to the filing of this opinion as an exhibit to the Registration Statement which the Company is filing in connection with the registration of 500,000 common shares of the Company issuable under the Plan.

Very truly yours,

METTE, EVANS & WOODSIDE

/s/ Mette, Evans & Woodside

---------------------------------------

EX-23.1

Exhibit 23.1

CONSENT OF BEARD MILLER COMPANY LLP

We hereby consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the 2006 Employee Stock Option Plan of Pennsylvania Commerce Bancorp, Inc., of our report dated January 28, 2005, relating to the consolidated financial statements of Pennsylvania Commerce Bancorp, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2004.

 

Reading Pennsylvania

September 15, 2005