Edgar Filing: COMMERCE BANCORP INC /NJ/

Commerce Bancorp NT- 10K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Commission File #1-12069

CUSIP # 200519106

NOTIFICATION OF LATE FILING


(Check One):	þ Form 10-K	o Form 20-F	o Form 11-K	o Form 10-Q
o Form 10-D	o Form N-SAR	o Form N-CSR

For Period Ended: December 31, 2006

o Transition Report on Form 10-K
o Transition Report on Form 20-F
o Transition Report on Form 11-K
o Transition Report on Form 10-Q
o Transition Report on Form N-SAR
For the Transition Period Ended: __________________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

Commerce Bancorp, Inc.

Full Name of Registrant

Former Name if Applicable

1701 Route 70 East

Address of Principal Executive Office (Street and Number)

Cherry Hill, NJ 08034

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
þ	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Commerce Bancorp, Inc. (the “Company”) files this report for a 15 day extension, from March 1, 2007 to March 16, 2007 for filing its Annual Report on Form 10-K for the period ended December 31, 2006. The Company will not file its Form 10-K by March 1, 2007 because it will be unable to complete the preparation of its consolidated financial statements by the initial filing date without unreasonable effort or expense. The Company requires additional time to complete the analysis of unresolved tax accounting matters. Depending upon the final results of this analysis, the Company may be required to restate its financial statements for 2004 and 2005 with respect to its provision for federal and state income taxes, which would also cause net income to change. If the Company determines it is necessary to restate its prior financial statements, the impact on previously reported diluted earnings per share would be a reduction of approximately $.05 per share, or 3% in 2004, and a reduction of approximately $.06 per share, or 4%, in 2005. In addition, the Company may revise its unaudited financial information for the year ended December 31, 2006 which was previously reported in the Company’s January 16, 2007 press release. Such revision may result in a reduction of previously reported diluted earnings per share for 2006 of approximately $.07 per share, or 4%. If restatement is required, it would not impact the Company’s reported assets, deposits, or operating revenues and expenses. The Company anticipates that it will be able to file its complete Annual Report on Form 10-K, including any potential restatement, by March 16, 2007.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification


Douglas J. Pauls	856	751-9000

(Name)	(Area Code)	(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

o No þ Yes

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

þ No o Yes

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

Commerce Bancorp, Inc.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.


Date	March 2, 2007	By	/s/ Douglas J. Pauls
			Name: Douglas J. Pauls Title: Executive Vice President and Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

General Instructions

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments thereto must be completed and filed with the Securities and Exchange Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General Rules and Regulations under the Act. The information contained in or filed with the form will be made a matter of public record in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed with each national securities exchange on which any class of securities of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but need not restate information that has been correctly furnished. The form shall be clearly identified as an amended notification.

5. Electronic Filers. This form shall not be used by electronic filers unable to timely file a report solely due to electronic difficulties. Filers unable to submit reports within the time period prescribed due to difficulties in electronic filing should comply with either Rule 201 or Rule 202 of Regulation S-T (§ 232.201 or § 232.202 of this chapter) or apply for an adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§ 232.13(b) of this chapter).