Filing Details
- Accession Number:
- 0001193125-22-275186
- Form Type:
- 13D Filing
- Publication Date:
- 2022-11-01 20:00:00
- Filed By:
- Norcross George E Iii
- Company:
- Republic First Bancorp Inc (NASDAQ:FRBK)
- Filing Date:
- 2022-11-02
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| George E. Norcross, III | 674,572 | 0 | 674,572 | 0 | 674,572 | 1.1% |
| Avery Conner Capital Trust | 0 | 4,724,662 | 0 | 4,724,662 | 4,724,662 | 7.4% |
| Philip A. Norcross | 450,000 | 4,724,662 | 450,000 | 4,724,662 | 5,174,662 | 8.1% |
| Susan D. Hudson, in her capacity as a Trustee | 0 | 4,724,662 | 0 | 4,724,662 | 4,724,662 | 7.4% |
| Geoffrey B. Hudson, in his capacity as a Trustee | 0 | 4,724,662 | 0 | 4,724,662 | 4,724,662 | 7.4% |
| Rose M. Guida, in her capacity as a Trustee | 0 | 4,724,662 | 0 | 4,724,662 | 4,724,662 | 7.4% |
| Gregory B. Braca | 462,384 | 0 | 462,384 | 0 | 462,384 | 0.7% |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to § 240.13d-1(a) and Amendments Thereto Filed Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
Republic First Bancorp, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
760416107
(CUSIP Number)
George E. Norcross, III
218 Royal Palm Way, Suite 300
Palm Beach, Florida 33480
(561) 500-4600
With a Copy to:
H. Rodgin Cohen
Mitchell S. Eitel
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
212-558-4000
(Name, address and telephone number of person authorized to receive notices and communications)
November 1, 2022
(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 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 persons 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 11 |
| 1 | Names of Reporting Persons
George E. Norcross, III | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
674,572 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
674,572 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
674,572(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
1.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| (1) | The Reporting Person is reporting on this Schedule 13D as a member of a group with the other Reporting Persons. The group beneficially owns 6,311,618 shares of Common Stock owned by all of the Reporting Persons in the aggregate, representing approximately 9.9% of the outstanding shares of Common Stock. See Item 5. |
| (2) | For purposes of calculating beneficial ownership percentages in this statement on Schedule 13D, the total number of shares of Common Stock outstanding as of October 18, 2022 is 63,787,064, as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on October 26, 2022. |
| CUSIP No. 760416107 | SCHEDULE 13D | Page 3 of 11 |
| 1 | Names of Reporting Persons
Avery Conner Capital Trust | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
AF, WC | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
Florida | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,724,662(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,724,662(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,724,662(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.4%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
OO | |||||
| (3) | 4,724,662 shares of Common Stock held by the Avery Conner Capital Trust, of which Philip A. Norcross, Susan D. Hudson, Geoffrey B. Hudson and Rose M. Guida serve as Trustees and may be deemed to have shared beneficial ownership as Trustees. |
| CUSIP No. 760416107 | SCHEDULE 13D | Page 4 of 11 |
| 1 | Names of Reporting Persons
Philip A. Norcross | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF, OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
450,000 | ||||
| 8 | Shared Voting Power
4,724,662(3) | |||||
| 9 | Sole Dispositive Power
450,000 | |||||
| 10 | Shared Dispositive Power
4,724,662(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,174,662(1), (3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
8.1%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D | Page 5 of 11 |
| 1 | Names of Reporting Persons
Susan D. Hudson, in her capacity as a Trustee | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,724,662(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,724,662(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,724,662(1), (3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.4%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D | Page 6 of 11 |
| 1 | Names of Reporting Persons
Geoffrey B. Hudson, in his capacity as a Trustee | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,724,662(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,724,662(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,724,662(1), (3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.4%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D | Page 7 of 11 |
| 1 | Names of Reporting Persons
Rose M. Guida, in her capacity as a Trustee | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
OO See Item 3 | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
0 | ||||
| 8 | Shared Voting Power
4,724,662(3) | |||||
| 9 | Sole Dispositive Power
0 | |||||
| 10 | Shared Dispositive Power
4,724,662(3) | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,724,662(1), (3) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
7.4%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D/A | Page 8 of 11 |
| 1 | Names of Reporting Persons
Gregory B. Braca | |||||
| 2 | Check the Appropriate Box If a Member of a Group (See Instructions) a. ☒ b. ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 | Source of Funds (See Instructions)
PF | |||||
| 5 | Check Box If Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐ | |||||
| 6 | Citizenship or Place of Organization
United States of America | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
| 7 | Sole Voting Power
462,384 | ||||
| 8 | Shared Voting Power
0 | |||||
| 9 | Sole Dispositive Power
462,384 | |||||
| 10 | Shared Dispositive Power
0 | |||||
| 11 | Aggregate Amount Beneficially Owned by Each Reporting Person
462,384(1) | |||||
| 12 | Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13 | Percent of Class Represented By Amount in Row (11)
0.7%(2) | |||||
| 14 | Type of Reporting Person (See Instructions)
IN | |||||
| CUSIP No. 760416107 | SCHEDULE 13D/A | Page 9 of 11 |
This Amendment No. 23 (Amendment No. 23) amends the statement on Schedule 13D filed with the Securities and Exchange Commission (the SEC) on January 31, 2022, as amended prior to the date of this Amendment No. 23 (the Original Schedule 13D) as specifically set forth herein (as so amended, the Schedule 13D). Except as provided herein, each Item of the Original Schedule 13D remains unchanged.
| Item 2. | Identity and Background. |
Item 2 of the Original Schedule 13D is hereby amended by replacing each reference to 350 Royal Palm Way, Suite 500, Palm Beach, Florida 33480 with 218 Royal Palm Way, Suite 300, Palm Beach, Florida, 33480.
| Item 4. | Purpose of the Transaction. |
Item 4 of the Original Schedule 13D is hereby amended to add the following immediately prior to the last paragraph of this item:
On November 1, 2022, the Group delivered a letter to the Board, the text of which is set forth below:
Dear Ms. Jacobs:
We have read with utter astonishment the 8K filing submitted to the Securities and Exchange Commission late last Friday announcing the abrupt departure of Frank A. Cavallaro, Chief Financial Officer of Republic First Bancorp, Inc. (Republic First or the Company). The Companys omission of important material information and lack of transparency with the investment community and its customers regarding the departure is appalling, particularly when coming just days after it was forced to acknowledge years of previously undisclosed payments to insiders.
This sudden announcement, filed at the close of business at the end of the business week without any context, suggests the Company does not want to be transparent as to the state of affairs of the Company. We say this because, just days earlier, the Company broadly disseminated a press release (in addition to the required 8-K) with respect to the hiring of a new executive. That announcement also prominently appears on the Companys website with a glowing quote from the Companys leader, Harry Madonna. In stark contrast, the shocking unexpected departure of an equal, if not more important, senior executive with primary financial, disclosure and audit responsibility in the Company was seemingly purposefully downplayed. In this abbreviated filing, comments from Mr. Madonna are nowhere to be found.
It is time for the Company to come clean with investors and be transparent about everything it does, whether it be good or bad news. The Companys credibility in the investment community continues to suffer, with the shareholders bearing the brunt with the value of their shares continuing to plummet to new lows. These tactics do not pass unnoticed and further taint the reputation of management and the Board. Investors and customers deserve better.
For these reasons, it is incumbent upon the Company at this time to fully disclose the reasons for the Chief Financial Officers departure and the circumstances regarding the same, including any type of payments, releases, disagreements or other items of this nature. Again, the Company and its leadership over the last many months have been operating in secret and the investors and customers deserve to know the real story.
| CUSIP No. 760416107 | SCHEDULE 13D/A | Page 10 of 11 |
The abrupt, unanticipated departure of the Chief Financial Officer without explanation or clarity is even more troubling when reviewing the Companys most recent Call Report, which again disclosed continuing serious and fundamental questions about the integrity of the Companys financial reporting systems. In particular, a specific entry on the Call Report indicated the bank incurred a $4.7 million accounting error charge restatement. There is no information or explanation from the Company regarding this material financial charge in a filing with the Securities and Exchange Commission or otherwise. Even if an explanation could normally await the Companys next quarterly filing, as we all know, the Company has still not yet filed long overdue quarterly reports, so the investment community is again left asking questions about the nature of this charge, the parties responsible and the abrupt departure of the Chief Financial Officer.
Again, we demand the Company to provide immediate disclosure and transparency to the investment community on all these items, as these issues raise troubling concerns about the financial integrity of the Companys operations, senior management and Board oversight or the lack thereof during these critical times.
We look forward to seeing your immediate public filing in this regard for all to review.
Thank you.
| Sincerely, |
| /s/ George E. Norcross, III |
| George E. Norcross, III |
| /s/ Philip A. Norcross |
| Philip A. Norcross |
| /s/ Gregory B. Braca |
| Gregory B. Braca |
| CUSIP No. 760416107 | SCHEDULE 13D/A | Page 11 of 11 |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: November 1, 2022
| George E. Norcross, III | ||
| By: | /s/ George E. Norcross, III | |
| Avery Conner Capital Trust | ||
| By: | /s/ Philip A. Norcross | |
| Name: | Philip A. Norcross | |
| Title: | Trustee | |
| Philip A. Norcross | ||
| By: | /s/ Philip A. Norcross | |
| Susan D. Hudson | ||
| By: | /s/ Susan D. Hudson | |
| Geoffrey B. Hudson | ||
| By: | /s/ Geoffrey B. Hudson | |
| Rose M. Guida | ||
| By: | /s/ Rose M. Guida | |
| Gregory B. Braca | ||
| By: | /s/ Gregory B. Braca | |