commerce8k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934
Date
of report (Date of earliest event reported): June 28,
2007
Commerce
Bancorp, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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Commerce
Atrium, 1701 Route 70 East, Cherry Hill,
NJ
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (856)
751-9000
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Forward-looking
Statements and Associated Risk Factors
Commerce
Bancorp, Inc. (the “Company”) may from time to time make written or oral
“forward-looking statements”, including statements contained in the Company’s
filings with the Securities and Exchange Commission, in its reports to
shareholders and in other communications by the Company, which are made in
good
faith by the Company pursuant to the “safe harbor” provisions of the Private
Securities Litigation Reform Act of 1995.
These
forward-looking statements include statements with respect to the Company’s
beliefs, plans, objectives, goals, expectations, anticipations, estimates and
intentions, that are subject to significant risks and uncertainties and are
subject to change based on various factors (some of which are beyond the
Company’s control). The words “may”, “could”, “should”, “would”, “believe”,
“anticipate”, “estimate”, “expect”, “intend”, “plan”, and similar expressions
are intended to identify forward-looking statements. The following factors,
among others, could cause the Company’s financial performance or other
forward-looking statements to differ materially from that expressed in such
forward-looking statements: the strength of the United States economy in general
and the strength of the local economies in which the Company conducts
operations; the effects of, and changes in, trade, monetary and fiscal policies,
including interest rate policies of the Board of Governors of the Federal
Reserve System; inflation; interest rates, market and monetary fluctuations;
the
timely development of competitive new products and services by the Company
and
the acceptance of such products and services by customers; the willingness
of
customers to substitute competitors’ products and services for the Company’s
products and services and vice versa; the impact of changes in financial
services’ laws and regulations (including laws concerning taxes, banking,
securities and insurance); technological changes; future acquisitions; the
expense savings and revenue enhancements from acquisitions being less than
expected; the growth and profitability of the Company’s non-interest or fee
income being less than expected; unanticipated regulatory or judicial
proceedings (including those regulatory and other approvals necessary to open
new stores); changes in consumer spending and saving habits; and the success
of
the Company at managing the risks involved in the foregoing.
The
Company cautions that the foregoing list of important factors is not exclusive.
The Company does not undertake to update any forward-looking statement, whether
written or oral, that may be made from time to time by or on behalf of the
Company.
The
Company cautions that any such forward-looking statements are not guarantees
of
future performance and involve known and unknown risks, uncertainties and other
factors which may cause the Company’s actual results, performance or
achievements to differ materially from the future results, performance or
achievements the Company has anticipated in such forward-looking statements.
You
should note that many factors could affect the Company’s future financial
results and could cause those results to differ materially from those expressed
or implied in the Company’s forward-looking statements contained in this
document.
Item
1.01 Entry into a Material
Definitive Agreement.
On
June
28, 2007, Commerce Bank, N.A. (“CBNA”), a national bank subsidiary of the
Company, agreed to a Consent Order with the Office of the Comptroller of the
Currency (“OCC”), which relates to, among other things, corporate governance,
related party transactions and policies and procedures for real estate related
transactions.
The
description of the Consent Order set forth above does not purport to be complete
and is qualified in its entirety by reference to the Consent Order filed
herewith as Exhibit 10.1, which is incorporated into this report by
reference.
The
Board
of Directors of CBNA entered into a Stipulation and Consent to the Issuance
of a
Consent Order dated June 28, 2007 with the OCC, which is filed herewith as
Exhibit 10.2 and is incorporated into this report by reference.
In
addition, on June 28, 2007, the Federal Reserve Bank of Philadelphia (the “FRB”)
and the Company entered into a Memorandum of Understanding (the
“MOU”). Pursuant to the MOU, the Company’s Board of Directors (the
“Board”) has agreed to, among other things, take all actions necessary to ensure
CBNA complies fully with the Consent Order.
The
description set forth above does not purport to be complete and is qualified
in
its entirety by reference to the MOU filed herewith as Exhibit 10.3, which
is
incorporated into this report by reference.
Item
5.02 Departures
of Directors or Principal Officers; Election of Directors; Appointment
of
Certain Officers, Compensatory Arrangements of Certain
Officers
On
June
28, 2007, CBNA’s Board of Directors restructured the executive management team
of CBNA, creating an Office of the Chairman initially consisting
of:
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Dennis
M. DiFlorio, Chairman of CBNA;
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Robert
D. Falese, Jr., President and Chief Executive Officer of CBNA;
and
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Douglas
J. Pauls, Chief Financial Officer of
CBNA,
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and
replacing, effective June 29, 2007, departing Chairman and Chief
Executive Officer of CBNA, Vernon W. Hill II. Mr. Hill will also
leave his positions as Chairman, President, and Chief Executive Officer of
the
Company effective July 31, 2007.
Reference
is made to the Company’s definitive proxy statement for the Annual Meeting of
Shareholders held on May 15, 2007, filed with the Securities and Exchange
Commission on April 13, 2007 for information regarding employment history,
salary and other benefits provided to the aforementioned officers.
Item
8.01 Other
Events
On
June
29, 2007, the Company issued the attached press release announcing, among other
things, the restructuring of the executive management team of CBNA, including
the creation of the Office of the Chairman initially consisting of Dennis
DiFlorio, Chairman, Robert Falese, President and Chief Executive Officer and
Douglas Pauls, Chief Financial Officer.
A
copy of
the press release is attached as Exhibit 99.1 hereto.
Item
9.01. Financial Statements
and Exhibits
(d) Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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COMMERCE
BANCORP, INC.
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Date: June
29, 2007
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By: /s/
Douglas J. Pauls
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Name:
Douglas
J. Pauls
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Title:
Executive
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX