As filed with the Securities and Exchange Commission on August 27, 2001 Registration No. 333-______ |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CODORUS VALLEY BANCORP, INC.
(Exact Name of Registrant As Specified In Its Charter)
PENNSYLVANIA 23-2428543
------------ ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
CODORUS VALLEY CORPORATE CENTER
105 LEADER HEIGHTS ROAD 17403
YORK, PENNSYLVANIA -----
(Address of principal executive offices) (Zip Code)
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CODORUS VALLEY BANCORP, INC.
EMPLOYEE STOCK BONUS PLAN
(Full title of the plan)
LARRY J. MILLER, PRESIDENT AND CHIEF EXECUTIVE OFFICER Copies To:
CODORUS VALLEY BANCORP, INC. NICHOLAS BYBEL, JR., ESQUIRE
P. O. BOX 2887 JEAN SVOBODA MCMASTER, ESQUIRE
YORK, PENNSYLVANIA 17405 SHUMAKER WILLIAMS, P.C.
(717) 747-1519 POST OFFICE BOX 88
(Name, address, including zip code, and telephone HARRISBURG, PENNSYLVANIA 17108
number, including area code, of agent for service) (717) 763-1121
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CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Each Class Amount Proposed Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Price Registration
be Registered Registered (1) Per share (2) (2) Fee
---------------------------------------------------------------------------------------------
Common Stock
$2.50 Par Value 10,000 $15.88 $158,800 $39.70
---------------------------------------------------------------------------------------------
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(1) Based on the maximum number of shares of Codorus Valley Bancorp, Inc. common stock, par value $2.50 per share, authorized for issuance under the plan set forth above. In addition, pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers an indeterminate number of shares of common stock as may become issuable by reason of the anti-dilution provisions of this plan.
(2) Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of calculating the amount of the registration fee based upon the average of the closing bid and asked prices of the common stock on August 20, 2001, with respect to the 10,000 shares of common stock issuable under the plan.
PAGE 1 OF 20 SEQUENTIALLY NUMBERED PAGES
INDEX TO EXHIBITS FOUND ON PAGE 14
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
Codorus Valley Bancorp, Inc. files this registration statement to register 10,000 shares of its common stock, par value $2.50 per share, that may, from time to time, be issued pursuant to the Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan.
The document(s) containing the information specified in Items 1 and 2
of Part I of Form S-8 will be sent or given to plan participants as specified
by Rule 428(b)(1). In accordance with the note to Part I of Form S-8, these
documents have not been filed with the SEC and have been omitted as part of
this registration statement. These documents and the documents incorporated by
reference in the registration statement, pursuant to Item 3 of Part II of Form
S-8, taken together, constitute a prospectus that meets the requirements of
Section 10(a) of the Securities Act of 1933.
This prospectus constitutes a part of a registration statement on Form S-8 filed with the SEC. As allowed by the SEC's rules and regulations, this prospectus does not contain all of the information you can find in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities described in this prospectus, you should refer to the registration statement, including its exhibits. Furthermore, the statements contained in this prospectus concerning any document filed as an exhibit are not necessarily complete and, in each instance, we refer you to a copy of the document filed as an exhibit to the registration statement.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The SEC allows us to "incorporate by reference" the information we file with it into this prospectus. This means we can disclose information to you by referring you to those documents. The information incorporated by reference is considered to be a part of this prospectus and information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference into this registration statement the documents listed in Item 3 of Part II of this Form S-8, as filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 until all of the securities registered on this Form S-8 are sold or we will deregister the remaining unsold securities.
Codorus Valley Bancorp, Inc. will provide, without charge, to each
plan participant a copy of the documents incorporated by reference in Item 3
of Part II of this registration statement, upon written or oral request.
Further, plan participants will be provided, without charge, upon written or
oral request, other documents required to be delivered pursuant to Rule
428(b). Written requests should be directed to:
Codorus Valley Bancorp, Inc.
Attn: Corporate Secretary
P. O. Box 2887
York, Pennsylvania 17405
Telephone requests may be directed to Harry R. Swift, Corporate Secretary, telephone number (717) 747-1501.
You should rely only on the information contained in or incorporated by reference in this prospectus or any supplement. We have not authorized anyone to provide you with information different from that contained in this prospectus. Shares of common stock are being offered and sold only in states where offers and sales are permitted. The information contained in or incorporated by reference in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of the shares. The delivery of this prospectus does not, under any circumstances, create any implication that there has been no change in the company's affairs since the date of this prospectus.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We incorporate the following documents by reference into this registration statement as filed with the SEC under File No. 0-15536:
(a) Codorus Valley Bancorp, Inc.'s Annual Report on Form 10-K for the year ended December 31, 2000, filed with the SEC on March 30, 2001;
(b) Codorus Valley Bancorp, Inc.'s Quarterly Reports on Form 10-Q for the quarter ended March 31, 2001, filed with the SEC on May 9, 2001 and Form 10-Q for the quarter ended June 30, 2001, filed with the SEC on August 13, 2001;
(C) Codorus Valley Bancorp, Inc.'s Current Reports on Form 8-K filed with the SEC on March 29, 2001 and June 18, 2001 and Form 8-K/A filed with the SEC on June 25, 2001; and
(d) The description of Codorus Valley Bancorp, Inc.'s common stock that appears on pages 27 through 32 of Codorus Valley Bancorp, Inc.'s prospectus, filed with the SEC on November 18, 1986, which forms a part of Codorus Valley Bancorp, Inc.'s Registration Statement No. 33-10257 on Form S-4; Codorus Valley Bancorp, Inc.'s Current Report on Form 8-K filed with the SEC on July 11, 1990; Codorus Valley Bancorp's Current Report on Form 8-K filed with the SEC on April 25, 1991; and Codorus Valley Bancorp, Inc.'s Rights Agreement filed as Exhibit 4 with the SEC on March 29, 2001, which forms a part of Codorus Valley Bancorp, Inc.'s Current Report on Form 8-K.
All documents filed by Codorus Valley Bancorp, Inc. pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
after the date of this prospectus and prior to the filing of a post-effective
amendment indicating that all securities offered have been sold or which
deregisters all remaining unsold securities, are incorporated by reference
into this registration statement and become a part hereof from the date of
filing such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference in this registration statement
automatically updates, modifies or supersedes the prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not required because the securities to be offered are registered under
Section 12(g) of the Securities Exchange Act of 1934.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Subchapter D of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A. Sections 1741-1750) provides that a business corporation has the power under certain circumstances to indemnify directors, officers, employees and agents against certain expenses incurred by them in connection with any threatened, pending or completed action, suit or proceeding.
Section 1721 of the BCL (relating to the Board of Directors) declares that unless otherwise provided by statute or in a by-law adopted by the shareholders, all powers enumerated in Section 1502 (relating to general powers) and elsewhere in the BCL or otherwise vested by law in a business corporation shall be exercised by or under the authority of, and the business and affairs of every business corporation shall be managed under the direction of, a board of directors. If any such provision is made in the by-laws, the powers and duties conferred or imposed upon the board of directors under the BCL shall be exercised or performed to such extent and by such person or persons as shall be provided in the by-laws.
Section 1712 of the BCL provides that a director shall stand in a fiduciary relation to the corporation and shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the corporation and with such care, including reasonable inquiry, skill and diligence, as a person of ordinary prudence would use under similar circumstances. In performing his duties, a director shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following:
(1) one or more officers or employees of the corporation whom the director reasonably believes to be reliable and competent in the matters presented;
(2) counsel, public accountants or other persons as to matters which the director reasonably believes to be within the professional or expert competence of such person; or
(3) a committee of the board upon which he does not serve, duly designated in accordance with law, as to matters within its designated authority, which committee the director reasonably believes to merit confidence.
A director shall not be considered to be acting in good faith, if he has knowledge concerning the matter in question that would cause his reliance to be unwarranted.
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Section 1716 also states that in discharging the duties of their respective positions, the board of directors, committees of the board and individual directors may, in considering the best interests of the corporation, consider the effects of any action upon employees, upon suppliers and customers of the corporation and upon communities in which offices or other establishments of the corporation are located, and all other pertinent factors. The consideration of those factors shall not constitute a violation of Section 1712. In addition, absent breach of fiduciary duty, lack of good faith or self-dealing, actions taken as a director or any failure to take any action shall be presumed to be in the best interests of the corporation.
Moreover, Section 1713 addresses the personal liability of directors and states that if a by-law adopted by the shareholders so provides, a director shall not be personally liable, as such, for monetary damages for any action taken, or any failure to take any action, unless:
(1) the director has breached or failed to perform the duties of his office under this section; and
(2) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness.
The provisions discussed above shall not apply to:
(1) the responsibility or liability of a director pursuant to any criminal statute; or
(2) the liability of a director for the payment of taxes pursuant to local, state or federal law.
Finally, Section 1714 states that a director of a corporation who is present at a meeting of its board of directors, or of a committee of the board, at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent is entered in the minutes of the meeting or unless he files his written dissent to the action with the secretary of the meeting before the adjournment thereof or transmits the dissent in writing to the secretary of the corporation immediately after the adjournment of the meeting. The right to dissent shall not apply to a director who voted in favor of the action. Nothing in this Section 1721 shall bar a director from asserting that minutes of the meeting incorrectly omitted his dissent if, promptly upon receipt of a copy of such minutes, he notified the secretary, in writing, of the asserted omission or inaccuracy.
Section 1741 of the BCL (relating to third party actions) provides that unless otherwise restricted in its by-laws, a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation), by reason of the fact that such person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership,
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joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with the action or proceeding if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation, and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action or proceeding by judgment, order, settlement or conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal proceeding, had reasonable cause to believe that his conduct was not unlawful.
Section 1742 of the BCL (relating to derivative actions) provides that unless otherwise restricted in its by-laws, a business corporation shall have the power to indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was a representative of the corporation, or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of the action if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation. Indemnification shall not be made under this section in respect of any claim, issue or matter as to which such person has been adjudged to be liable to the corporation unless, and only to the extent that, the court of common pleas of the judicial district embracing the county in which the registered office of the corporation is located or the court in which such action was brought determines upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court of common pleas or such other court shall deem proper.
Section 1743 of the BCL (relating to mandatory indemnification) provides for mandatory indemnification of directors and officers such that to the extent that a representative of the business corporation has been successful on the merits or otherwise in defense of any action or proceeding referred to in Sections 1741 (relating to third party actions) or 1742 (relating to derivative actions), or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith.
Section 1744 of the BCL (relating to procedure for effecting
indemnification) provides the procedure for effecting indemnification. Under
this section unless ordered by a court, any indemnification under Section 1741
(relating to third party actions) or 1742 (relating to derivative actions)
shall be made by the business corporation only as authorized in the specific
case upon a determination that indemnification of the representative is proper
in the circumstances because such person has met the applicable standard of
conduct set forth in those sections. The determination shall be made:
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(1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to the action or proceeding;
(2) if such quorum is not obtainable, or, if obtainable and a majority vote of a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or
(3) by the shareholders.
Section 1745 of the BCL (relating to advancing expenses) provides that expenses (including attorneys' fees) incurred in defending any action or proceeding referred to above may be paid by the business corporation in advance of the final disposition of the action or proceeding upon receipt of an undertaking by or on behalf of the representative to repay such amount if it is ultimately determined that such person is not entitled to be indemnified by the corporation as authorized by the BCL or otherwise.
Section 1746 of the BCL (relating to supplementary coverage) provides that the indemnification and advancement of expenses provided by or granted pursuant to the other sections of the BCL shall not be deemed exclusive of any other rights to which a person seeking indemnification or advancement of expenses may be entitled under any other by-law, agreement, vote of shareholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office.
Section 1746 of the BCL also provides that indemnification referred to above shall not be made in any case where the act or failure to act giving rise to the claim for indemnification is determined by a court to have constituted willful misconduct or recklessness.
Section 1746 further declares that indemnification under any by-law, agreement, vote of shareholders or directors or otherwise, may be granted for any action taken or any failure to take any action and may be made whether or not the corporation would have the power to indemnify the person under any other provision of law except as provided in this section and whether or not the indemnified liability arises or arose from any threatened, pending or completed action by or in the right of the corporation. Such indemnification is declared to be consistent with the public policy of the Commonwealth of Pennsylvania.
Section 1747 of the BCL (relating to the power to purchase insurance) provides that unless otherwise restricted in its by-laws, a business corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a representative of the corporation or is or was serving at the request of the corporation as a representative of another domestic or foreign corporation for profit or not-for-profit, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would have the power to indemnify him against that liability under the provisions of the BCL. Such insurance is declared to be consistent with the Commonwealth of Pennsylvania's public policy.
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Section 1750 of the BCL (relating to duration and extent of coverage) declares that the indemnification and advancement of expenses provided by, or granted pursuant to, the BCL shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a representative of the corporation and shall inure to the benefit of the heirs and personal representative of that person.
Articles 23 and 24 of the Registrant's By-laws provide a broad range of indemnification for its officers and directors. In essence, officers and directors will be indemnified for any act committed while in the course of their association with the Registrant provided that the act was in good faith and in a manner reasonably believed to be in, or not opposed to the best interest of the Registrant. Officers and directors will be presumed to be entitled to indemnification, absent branches of fiduciary duty, lack of good faith or self-dealing and shall be entitled to indemnification unless their conduct is determined by a court to have constituted willful misconduct or recklessness.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
-------
NO. EXHIBITS
--- --------
4.1 Amended Articles of Incorporation of Codorus Valley Bancorp,
Inc. (Incorporated by reference to Exhibit 3(i) to Registrant's
Current Report on Form 8-K, filed with the SEC on March 29,
2001.)
4.2 Amended Bylaws of Codorus Valley Bancorp, Inc. (Incorporated by
reference to Exhibit 3(ii) to Registrant's Current Report on
Form 8-K, filed with the SEC on March 29, 2001.)
5 Opinion of Shumaker Williams, P.C. re: legality.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Shumaker Williams, P.C. (included in Exhibit 5).
24 Power of Attorney of Directors and Officers (included on
Signature Pages).
99.1 Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan.
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II-6
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of
1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement;
(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
statement or any material change to such
information in the registration statement;
provided, however, that paragraphs
(a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in
a post-effective amendment by those
paragraphs is contained in periodic
reports filed with or furnished to the SEC
by the Registrant pursuant to Section 13
or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated
by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action suit or proceeding is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of York, Commonwealth of Pennsylvania on June 26, 2001.
CODORUS VALLEY BANCORP, INC.
(Registrant)
By: /s/ Larry J. Miller
------------------------
Larry J. Miller
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Larry J. Miller and Jann Allen Weaver, and each of them, his true and lawful attorney-in-fact, as agent with full power of substitution and resubstitution for him and in his name, place and stead, in any and all capacity, to sign any or all amendments to this registration statement and to file the same, will all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as they might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Capacity Date
-------- ----
/s/ Larry J. Miller President, June 26, 2001
------------------- Chief Executive Officer and
Larry J. Miller Director (Principal
Executive Officer)
/s/Jann Allen Weaver Treasurer, June 26, 2001
-------------------- Asst. Secretary and
Jann Allen Weaver Chief Financial Officer
(Principal Financial
and Accounting Officer)
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/s/ George A. Trout Chairman of the Board June 26, 2001
------------------- of Directors
George A. Trout, D.D.S.
/s/ Rodney L. Krebs Vice Chairman of the Board June 26, 2001
------------------- of Directors
Rodney L. Krebs
Vice President and , 2001
---------------- Director ------------
Donald H. Warner
/s/ D. Reed Anderson Director June 26, 2001
--------------------
D. Reed Anderson, Esquire
/s/ M. Carol Druck Director June 26, 2001
------------------
M. Carol Druck
/s/ MacGregor S. Jones Director June 26, 2001
----------------------
MacGregor S. Jones
/s/ Dallas L. Smith Director June 26, 2001
-------------------
Dallas L. Smith
:132322
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INDEX TO EXHIBITS
PAGE NO.
IN SEQUENTIALLY
NUMBERED
EXHIBIT NO. ORIGINAL
----------- --------
4.1 Amended Articles of Incorporation of Codorus Valley *
Bancorp, Inc. (Incorporated by reference to Exhibit 3(i)
to Registrant's Current Report on Form 8-K, filed with
the Commission on March 29, 2001.)
4.2 Amended Bylaws of Codorus Valley Bancorp, Inc. *
(Incorporated by reference to Exhibit 3(i) to Registrant's
Current Report on Form 8-K, filed with the Commission
on March 29, 2001.)
5 Opinion of Shumaker Williams, P.C. re: legality. 15
23.1 Consent of Ernst & Young LLP. 17
23.2 Consent of Shumaker Williams, P.C.
(included in Exhibit 5). -
24 Power of Attorney of Directors and
Officers (included on Signature Pages). -
99.1 Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan. 18
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* Incorporated by reference.
EXHIBIT 5
OPINION OF SHUMAKER WILLIAMS, P.C.
717.909.1651
bybel@shumakerwilliams.com
August 24, 2001
Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
P.O. Box 2887
York, PA 17405
Re: CODORUS VALLEY BANCORP, INC.
Registration Statement on Form S-8
Our File No.:01-846
Dear Mr. Miller:
We have acted as Special Corporate Counsel to Codorus Valley Bancorp, Inc., a Pennsylvania corporation (the "Corporation") in connection with its Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission relating to the registration of 10,000 shares of its common stock issuable upon the grant of Awards pursuant to the Corporation's Employee Stock Bonus Plan (the "Plan").
In connection with the foregoing, we have examined the following documents:
1. the Corporation's Amended Articles of Incorporation;
2. the Corporation's Amended Bylaws;
3. Resolutions adopted by the Board of Directors on June 12, 2001
authorizing the Plan;
4. Resolutions adopted by the Board of Directors on June 26, 2001
authorizing preparation and filing of the Registration Statement;
5. the Plan; and
6. the Registration Statement.
In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original documents of documents submitted to us as copies. As to any facts material to our opinion, we have, to the extent that relevant facts were not independently established by us, relied on certificates of public officials and certificates, oaths and declarations of officers or other representatives of the Corporation.
On the basis of the foregoing and in reliance thereon, it is our opinion that the Corporation's common stock, par value $2.50 per share, issuable under the Plan, when issued in accordance with the provisions of the Plan and the Registration Statement, will be legally and validly issued, fully paid, and non-assessable.
In giving the foregoing opinion, we have assumed that the Corporation will have, at the time of the issuance of common stock under the Plan, a sufficient number of authorized shares available for issue.
We consent to the use of this opinion as an exhibit to the Corporation's Registration Statement on Form S-8, filed by the Corporation with the Securities and Exchange Commission, relating to the Plan. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Sections 7 or 11 of the Securities Act of 1933, as amended, or the rules and regulations thereunder.
Very truly yours,
/s/ Nicholas Bybel, Jr. By Nicholas Bybel, Jr. |
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement (Form S-8) pertaining to the Codorus Valley Bancorp, Inc. Employee Stock Bonus Plan of our report dated February 5, 2001, with respect to the consolidated financial statements of Codorus Valley Bancorp, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2000, filed with the Securities and Exchange Commission on March 30, 2001.
/s/ Ernst & Young LLP
Harrisburg, Pennsylvania
August 22, 2001
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EXHIBIT 99.1
CODORUS VALLEY BANCORP, INC.
EMPLOYEE STOCK BONUS PLAN
CODORUS VALLEY BANCORP, INC.
Employee Stock Bonus Plan
WHEREAS, Codorus Valley Bancorp, Inc. desires to recognize and reward its employees and the employees of its subsidiaries (hereinafter collectively referred to as "Employees") for their personal, successful performance and their contribution to the successful operation of and loyalty to Codorus Valley Bancorp, Inc. and its subsidiaries (hereinafter collectively referred to as "the Corporation") and to promote the continued successful implementation of the Corporation's operating and business plans; and
WHEREAS, the Corporation desires to provide a vehicle for Employees to share in the successful enterprise of the Corporation's business; and
WHEREAS, the form of this Employee Stock Bonus Plan (hereinafter referred to as "the Plan") was approved, adopted, ratified and confirmed by the Board of Directors of Codorus Valley Bancorp, Inc. at a duly called and convened meeting held on June 12, 2001.
NOW, THEREFORE, in consideration for the premises and covenants herein contained, it is hereby agreed by the Corporation as follows:
1. TERM. The Plan shall be deemed effective as of June 12, 2001, or the date on which the shares to be issued under the Plan have been duly registered under the Securities Act of 1933, as amended (hereinafter referred to as the "1933 Act"), whichever occurs later, and shall continue in effect until all stock under the Plan has been issued or the Board of Directors, at its sole discretion, terminates the Plan.
2. STOCK. The shares of stock that may be issued under the Plan shall
not exceed, in the aggregate, Ten Thousand (10,000) shares of Codorus
Valley Bancorp, Inc.'s common stock, par value $2.50 per share
(hereinafter referred to as the "Stock"). In addition, the aggregate
amount of Stock under the Plan may be adjusted pursuant to paragraph
5. Such shares of Stock may be either authorized and unissued shares
of Stock, or authorized shares of Stock issued by Codorus Valley
Bancorp, Inc. and subsequently reacquired by it as treasury stock.
Under no circumstances shall any fractional shares of Stock be issued
under the Plan.
3. COMMITTEE. A Committee comprised of all of the non-employee members of the Board of Directors of Codorus Valley Bancorp, Inc, shall administer the Plan. The Committee shall be vested with full authority to grant Awards under the Plan, to adopt, amend, and
rescind such rules, regulations and procedures, as it deems necessary or desirable to administer the Plan, to interpret provisions of the Plan, and to make all other determinations necessary in connection with the administration of the Plan. Any determination, decision or action of the Committee in connection with the construction, interpretation, administration or application of the Plan shall be final, conclusive and binding. No member of the Committee shall be liable for any determination, decision or action made in good faith with respect to the Plan or any Award granted under the Plan.
4. ELIGIBILITY. Awards under the Plan may be made, at the discretion of the Committee, to any Employee of the Corporation.
5. ADJUSTMENTS. In the event of any change in the number of issued and outstanding shares of Stock which results from a stock split, reverse stock split, payment of a stock dividend or any other change in the capital structure of Codorus Valley Bancorp, Inc., the Committee shall proportionately adjust the maximum number of shares to be awarded under the Plan.
6. AWARDS. Quarterly, the Committee shall determine the amount of Stock, if any, to be awarded under the Plan for the then current period. The determination shall be based on a variety of criteria as determined from time to time by the Committee. Such criteria may include, but is not limited to, service, tenure, or other objective or subjective criteria. Once the amount is determined, the Awards shall be granted to Employees within ninety days. The amount of Awards, and whether or not Awards shall be granted in any given period, shall be determined at the sole discretion of the Committee. Codorus Valley Bancorp, Inc. is under no obligation to grant Awards under the Plan at any time.
7. EFFECT ON EMPLOYMENT. The grant of an Award under the Plan shall not be construed as giving the recipient thereof the right to be retained in the employ of the Corporation. Neither the adoption of the Plan, its operation, nor any documents describing or referring to the Plan, shall in any way affect any right and power of the Corporation to terminate the employment of any Employee at any time with or without assigning a reason thereof.
8. INDEMNIFICATION. With respect to liabilities arising under or relating to the Plan, Codorus Valley Bancorp, Inc. shall indemnify each member of the Committee and each other officer or employee of the Corporation to whom any duty or power relating to the Plan may be allocated or delegated, to the fullest extent permitted under the laws of the Commonwealth of Pennsylvania and the Articles of Incorporation and Bylaws of Codorus Valley Bancorp, Inc.
9. GOVERNING LAW. All questions pertaining to the construction, validity and effect of the provisions of the Plan and the rights of all persons hereunder shall be governed by the laws of the Commonwealth of Pennsylvania.
10. RULES OF CONSTRUCTION. Headings are given to the sections of the Plan solely as a convenience to facilitate reference.
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