UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) – May 2, 2019
CODORUS VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 0-15536 | 23-2428543 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Number) |
105 Leader Heights Road P.O. Box 2887 York, Pennsylvania |
17405-2887 | |
| (Address of principal executive offices) | (Zip code) |
717-747-1519
(Registrant’s telephone number including area code)
N/A
(Former name or address, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $2.50 par value | CVLY | NASDAQ Global Market |
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 Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by checkmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
Emerging growth company ☐
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
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| Item 8.01. | Other Events |
On May 2, 2019, Codorus Valley Bancorp, Inc. (the “Corporation”) issued a press release announcing that it had received approval in the form of a no objection letter from the Federal Reserve Bank of Philadelphia to repurchase shares of its common stock in an aggregate amount of up to $5 million. The approval relates to a share repurchase program originally approved by the Corporation’s Board of Directors in February, 2018. All shares of common stock repurchased pursuant to the program will be held as treasury shares and be available for use and reissuance for purposes as and when determined by the Board of Directors including, without limitation, pursuant to the Corporation’s Dividend Reinvestment and Stock Purchase Plan and its equity compensation program.
A copy of the Corporation’s press release announcing approval of the stock repurchase program is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits | |
| Exhibit No. | ||
| 99.1 | Press Release dated May 2, 2019 |
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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 thereunto duly authorized.
| Codorus Valley Bancorp, Inc. |
| Date: May 2, 2019 | By: /s/ Larry J. Miller |
| Larry J. Miller, | |
| Chairman, President and | |
| Chief Executive Officer | |
| (Principal Executive Officer) |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
Thursday, May 2, 2019
Codorus Valley Bancorp, Inc.
Announces Federal Reserve Approval of
Share Repurchase Plan
YORK, Pa. – Codorus Valley Bancorp, Inc. (“Codorus Valley” or the “Corporation”) (NASDAQ: CVLY), parent company of PeoplesBank, a Codorus Valley Company (PeoplesBank), today announced that it had received approval in the form of a no objection letter from the Federal Reserve Bank of Philadelphia to repurchase shares of its common stock in an aggregate amount of up to $5 million. The approval relates to a share repurchase program originally approved by the Corporation’s Board of Directors in February, 2018.
The Corporation may repurchase the shares from time to time through open market purchases, in privately negotiated transactions or through a 10b5-1 trading plan.
The time, price and volume of repurchases will be based on market conditions and relevant securities laws. The share repurchase plan does not obligate the Corporation to purchase shares, and the plan may be modified or terminated at any time in the Corporation’s discretion.
About Codorus Valley Bancorp, Inc.
Codorus Valley Bancorp, Inc. is the largest independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley primarily operates through its financial services subsidiary, PeoplesBank, A Codorus Valley Company. PeoplesBank offers a full range of consumer, business, wealth management, and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. Codorus Valley Bancorp, Inc.’s Common Stock is listed on the NASDAQ Global Market under the symbol CVLY.
Forward-looking Statements
Codorus Valley Bancorp, Inc. has made forward-looking statements in this Press Release. These forward-looking statements are subject to risks and uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations of the Corporation and its subsidiaries. When words such as “believes,” “expects,” “anticipates,” or similar expressions occur in this Press Release, the Corporation is making forward-looking statements. Note that many factors could affect the future financial results of the Corporation and its subsidiaries, both individually and collectively, and could cause those results to differmaterially from those expressed in the forward-looking statements contained in this Press Release. Those factors include, but are not limited to: credit risk, changes in market interest rates, inability to achieve merger-related synergies, competition, economic downturn or recession, and government regulation and supervision. The Corporation provides greater detail regarding these as well as other factors in its 2018 Form 10-K and 2019 Form 10-Qs, including Risk Factors sections of those reports, and in its subsequent SEC filings. The Corporation undertakes no obligation to update or revise any forward-looking statements.
Questions or comments concerning this Press Release should be directed to:
| Codorus Valley Bancorp, Inc. | |
| Larry J. Miller, Chairman, President and CEO | Larry D. Pickett, CPA - Treasuer |
| 717-747-1500 | 717-747-1502 |
| lmiller@peoplesbanknet.com | lpickett@peoplesbanknet.com |