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 - November 7, 2005
CODORUS VALLEY BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 0-15536 23-2428543
(State or other (Commission File (IRS Employer
jurisdiction of Number) Number)
of incorporation)
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)
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):
[ ] 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))
Page 1 of 49 sequentially numbered pages in manually signed copy
Exhibit Index found on page 5
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CODORUS VALLEY BANCORP, INC.
FORM 8-K
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On November 4, 2005, Codorus Valley Bancorp, Inc. (the "Company")
entered into a Rights Agreement with Wells Fargo Bank, N.A., as Rights
Agent (the "Rights Agreement"). Pursuant to the Rights Agreement, the
Company declared a dividend distribution of one Right for each outstanding
share of common stock, par value $2.50 per share (the "Common Stock"), of
the Company to shareholders of record at the close of business on November
7, 2005 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one share of Common Stock at a price of $150.00
per share (the "Purchase Price"), subject to adjustment. The Purchase Price
shall be paid, at the option of the holder, in cash or shares of Common
Stock having an equivalent value. The description and terms of the Rights
are set forth in a Rights Agreement.
Initially, the Rights will be evidenced by all Common Stock
certificates representing shares then outstanding, and no separate Rights
certificates will be distributed. The Rights will separate from the Common
Stock and a Distribution Date will occur upon the earlier of (i) 10
business days following a public announcement that a person or a group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, beneficial ownership of 20% or more of the
outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii)
10 business days following the commencement of a tender offer or exchange
offer that would result in a person or group beneficially owning 20% or
more of such outstanding shares of Common Stock. Until the Distribution
Date, (i) the Rights will be evidenced by such Common Stock certificates
and will be transferred with and only with such Common Stock certificates,
(ii) new Common Stock certificates issued after the Record Date will
contain a notation incorporating the Rights Agreement by reference, and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding will also constitute the transfer of the Rights associated with
the Common Stock represented by such certificates. As soon as practicable
following the Distribution Date, separate certificates evidencing the
Rights ("Right Certificates") will be mailed to holders of record of the
Common Stock as of the close of business on the Distribution Date and,
thereafter, such separate Rights Certificates alone will evidence the
rights.
The Rights are not exercisable until the Distribution Date and will
expire at the close of business on November 4, 2015, unless earlier
redeemed by the Company as described below.
In the event that (i) the Company is the surviving corporation in a
merger or the acquiring corporation in a statutory share exchange with an
Acquiring Person and its Common Stock is not changed or exchanged, (ii) an
Acquiring Person engages in certain self-dealing transactions with the
Company, (iii) a person (other than the Company and its affiliates) becomes
the beneficial owner of 20% or more of the then outstanding shares of
Common Stock, or (iv) during a time that there is an Acquiring Person, one
or more specified events occur that result in such Acquiring Person's
ownership interest in the Company being increased by more than 1%, the
Rights Agreement provides that proper provision shall be made so that each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Stock (or, in certain circumstances, cash, property or other
securities of the Company) having a value equal to two (2) times the
exercise price of the Right.
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For example, at an exercise price of $150.00 per Right, each Right not
owned by an Acquiring Person (or by certain related parties and transferees
of the Acquiring Person) following an event set forth in the preceding
paragraph would entitle its holder to purchase $300.00 worth of Common
Stock (or other consideration, as noted above) for $150.00. Assuming that
the Common Stock had a per share value of $150.00 at such time, the holder
of each valid Right would be entitled to purchase two shares of Common
Stock for $150.00.
In the event that, at any time following the Distribution Date, (i)
the Company is acquired in a merger, statutory share exchange or other
business combination transaction in which the Company is not the surviving
corporation, (ii) the Company engages in a merger or other business
combination transaction with another person in which the Company is the
surviving corporation, but in which its Common Stock is changed or
exchanged, or (iii) 50% or more of the Company's assets or earning power is
sold or transferred, the Rights Agreement provides that proper provision
shall be made so that each holder of a Right shall thereafter have the
right to receive, upon exercise of the Right, common stock or other
consideration of the acquiring company having a value equal to two (2)
times the exercise price of the Right.
Notwithstanding any of the foregoing, following the occurrence of any
of the events set forth in the preceding paragraph and the third preceding
paragraph (the "Triggering Events"), any Rights that are, or (under certain
circumstances specified in the Rights Agreement) were, beneficially owned
by any Acquiring Person shall immediately become null and void. Also, under
no circumstances may a Right be exercised following the occurrence of an
event set forth in clause (iii) of the third preceding paragraph prior to
expiration of the Company's right of redemption.
The Purchase Price payable, and the number of shares of Common Stock
or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or
reclassification of, the Common Stock, (ii) upon the grant to holders of
the Common Stock of certain rights or warrants to subscribe for Common
Stock or convertible securities at less than the then current market price
of Common Stock, or (iii) upon the distribution to holders of the Common
Stock of evidences of indebtedness or assets (excluding regular quarterly
cash dividends) or of subscription rights or warrants (other than the
Rights).
No adjustment in the Purchase Price will be required until cumulative
adjustments amount to at least 1% of the Purchase Price. No fractional
shares will be issued upon exercise of a Right and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Common
Stock on the last trading date prior to the date of exercise.
The term "Continuing Directors" means any member of the Board of
Directors of the Company who was a member of the Board prior to the date of
the Rights Agreement, and any person who is subsequently elected to the
Board if such person is recommended or approved by a majority of the
Continuing Directors, but shall not include an Acquiring Person, or any
affiliate or associate of an Acquiring Person, or any representative of an
Acquiring Person or of an affiliate or associate of an Acquiring Person.
At any time until ten (10) business days following the Stock
Acquisition Date or prior to November 4, 2015, the Board of Directors may
cause the Company to redeem the Rights in whole, but not in part, at a
price of $0.001 per Right (the "Redemption Price"); provided, however, if
the
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Board of Directors of the Company authorizes redemption of the Rights in
either of the circumstances set forth in clauses (i) and (ii) below, then
there must be at least five Continuing Directors then in office and such
authorization requires the concurrence of a majority of such Continuing
Directors: (i) such authorization occurs on or after the time a person or
group acquires beneficial ownership of 20% or more of the outstanding
Common Stock, or (ii) such authorization occurs on or after the date of a
change in a majority of the directors resulting from a proxy solicitation
if the solicitor (or any participant in the solicitation) indicates an
intention to become an Acquiring Person or to cause a Triggering Event.
Thereafter, the Company's right of redemption may be reinstated if an
Acquiring Person reduces his beneficial ownership to 10% or less of the
outstanding shares of Common Stock in a transaction or series of
transactions not involving the Company and there is then no other Acquiring
Person.
Immediately upon the action of the Board of Directors of the Company,
with, where required, the concurrence of the Continuing Directors, ordering
redemption of the Rights, the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The Rights Agreement and related press release are attached hereto as
Exhibits 4 and 99.1 respectively.
ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS
See disclosure under Item 1.01.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
No. Description
--------- -----------
4 Rights Agreement between Codorus Valley Bancorp, Inc. and
Wells Fargo Bank, N.A. dated as of November 4, 2005
99.1 Press Release dated November 7, 2005 regarding Rights
Agreement.
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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 hereunto duly authorized.
Codorus Valley Bancorp, Inc.
(Registrant)
Date: November 7, 2005 /s/ Larry J. Miller
----------------------------------------
Larry J. Miller
President and Chief Executive Officer
(Principal Executive Officer)
EXHIBIT INDEX
Page Number
In Manually
Exhibit Signed Original
------- ---------------
4 Rights Agreement between Codorus Valley Bancorp, 6
Inc. and Wells Fargo Bank, N.A. dated as of November
4, 2005
99.1 Press Release dated November 7, 2005 regarding 49
Rights Agreement.
5