0001193125-23-017372.txt : 20230127 0001193125-23-017372.hdr.sgml : 20230127 20230127144429 ACCESSION NUMBER: 0001193125-23-017372 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230127 DATE AS OF CHANGE: 20230127 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC FIRST BANCORP INC CENTRAL INDEX KEY: 0000834285 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232486815 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-17007 FILM NUMBER: 23562151 BUSINESS ADDRESS: STREET 1: TWO LIBERTY PLACE STREET 2: 50 S. 16TH STREET SUITE 2400 CITY: PHILADELPHIA STATE: PA ZIP: 19102 BUSINESS PHONE: 215-735-4422 MAIL ADDRESS: STREET 1: TWO LIBERTY PLACE STREET 2: 50 S. 16TH STREET SUITE 2400 CITY: PHILADELPHIA STATE: PA ZIP: 19102 FORMER COMPANY: FORMER CONFORMED NAME: FIRST REPUBLIC BANCORP INC /DE/ DATE OF NAME CHANGE: 19960617 FORMER COMPANY: FORMER CONFORMED NAME: EXECUFIRST BANCORP INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRST EXECUTIVE BANCORP INC DATE OF NAME CHANGE: 19881113 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NORCROSS GEORGE E III CENTRAL INDEX KEY: 0001116528 FILING VALUES: FORM TYPE: DFAN14A MAIL ADDRESS: STREET 1: 1087 SPRINGDALE RD CITY: CHERRY HILL STATE: NJ ZIP: 08003 DFAN14A 1 d405722ddfan14a.htm DFAN14A DFAN14A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

 

Filed by the Registrant  ☐

Filed by a Party other than the Registrant  ☒

Check the appropriate box:

 

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Preliminary Proxy Statement

 

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

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Definitive Proxy Statement

 

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Definitive Additional Materials

 

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Soliciting Material Pursuant to §240.14a-12

REPUBLIC FIRST BANCORP, INC.

(Name of Registrant as Specified In Its Charter)

George E. Norcross, III

Gregory B. Braca

Philip A. Norcross

Avery Conner Capital Trust

Susan D. Hudson, in her capacity as a Trustee

Geoffrey B. Hudson, in his capacity as a Trustee

Rose M. Guida, in her capacity as a Trustee

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

 

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No fee required

 

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Fee paid previously with preliminary materials.

 

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

On January 27, 2023, George E. Norcross, III, Gregory B. Braca, Philip A. Norcross, Avery Conner Capital Trust, a trust organized under the laws of the State of Florida (the “Avery Conner Capital Trust”), Susan D. Hudson, in her capacity as a Trustee of the Avery Conner Capital Trust, Geoffrey B. Hudson, in his capacity as a Trustee of the Avery Conner Capital Trust and Rose M. Guida, in her capacity as a Trustee of the Avery Conner Capital Trust, issued the following press release:

What Exactly Does the Republic First Board Think It’s Doing?

Board Holds Sham 5-Minute “Annual Meeting” Despite Not Meeting Legal Requirements, Failure to Provide Notice and Required Disclosures

CAMDEN, NJ: Yesterday, the leadership of Republic First Bancorp, Inc. (FRBK) (“Republic First” or the “Company”) held a 5-minute “annual shareholder meeting” despite not meeting the legal requirements to do so. The sham meeting came less than 48-hours after Philadelphia Court of Common Pleas Judge Ramy Djerassi barred the Company from trying to fill any slots on its board of directors until at least May 31, 2023. The Company has not had an annual meeting since April 27, 2021.

The members of the Norcross Braca group, which has collectively acquired approximately 9.9% of the outstanding and issued shares of the Company, today issued the following statement:

“Every day it becomes clearer that the leadership of Republic First is more interested in entrenching itself than it is in protecting the Company, its employees and shareholders. Why else hold a sham 5-minute meeting on under 24 hours-notice when it knows it hasn’t even come close to meeting federal and Pennsylvania requirements or even the terms of their own bylaws to do so?”

CERTAIN INFORMATION CONCERNING THE PARTICIPANTS

The Group (as defined below) intends to file a proxy statement with the Securities and Exchange Commission (the “SEC”) with respect to the election of directors of Republic First Bancorp, Inc. (the “Issuer”) to occur at the 2022 annual meeting of shareholders (the “2022 Annual Meeting”).

GEORGE E. NORCROSS, III, GREGORY B. BRACA, PHILIP A. NORCROSS, AVERY CONNER CAPITAL TRUST AND SUSAN D. HUDSON, GEOFFREY B. HUDSON, ROSE M. GUIDA AND PHILIP A. NORCROSS, EACH IN THEIR CAPACITIES AS CO-TRUSTEES THEREOF (COLLECTIVELY, THE “GROUP”), MAY BE DEEMED TO BE PARTICIPANTS IN THE SOLICITATION OF PROXIES WITH RESPECT TO THE 2022 ANNUAL MEETING. A DESCRIPTION OF THE PARTICIPANTS’ INTERESTS, BY SECURITY HOLDINGS OR OTHERWISE, IS CONTAINED IN THE SCHEDULE 13D, JOINTLY FILED BY THE GROUP ON JANUARY 31, 2022, AS AMENDED FROM TIME TO TIME. SHAREHOLDERS OF THE ISSUER ARE STRONGLY ADVISED TO READ THE GROUP’S PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC’S WEBSITE AT

https://urldefense.com/v3/__HTTP:/WWW.SEC.GOV__;!!ARePqKBowW4!wRDPtyCKLnmDi3wGRXaC_VCAerd7JkBb_vjl90NzQiHy3z7sSPJmB-OzGzzt3hWXLnyRAXoK0OebKg$.