Registration
No. 333-_______
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
incorporation
or organization) |
(I.R.S.
Employer
Identification
No.) |
105
Leader Heights Road
P.O.
Box 2887
York,
Pennsylvania 17405-2887
(Address
of principal executive offices)
2007
Codorus Valley Bancorp, Inc. Restated Employee Stock Purchase Plan
(Full
title of the plan)
Craig
L. Kauffman
President and Chief Executive Officer
Codorus
Valley Bancorp, Inc.
105
Leader Heights Road
P.O.
Box 2887
York,
Pennsylvania 17405-2887
(717) 747-1519
(Name and address and telephone number, including
area code, of agent for service)
Copies
of all communications to:
Charles J. Ferry, Esq.
Stephanie R. Hager, Esq.
17 N. Second Street, 16th Floor
Harrisburg, PA 17101
(717) 255-7380
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer |
|
☐ |
|
Accelerated filer |
|
☐ |
| Non-accelerated
filer |
|
☒ |
|
Smaller reporting company |
|
☒ |
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Emerging growth company |
|
☐ |
If
an emerging growth company, indicate by check mark 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 7(a)(2)(B) of the Securities
Act. ☐
EXPLANATORY
NOTE
Codorus
Valley Bancorp, Inc. (the “Company”) is filing this Registration Statement on Form S-8 with the Securities and Exchange
Commission (the “SEC”) for the purpose of registering additional shares of our common stock (“Common Stock”)
under the 2007 Codorus Valley Bancorp, Inc. Restated Employee Stock Purchase Plan (the “Plan”), which shares of Common
Stock are in addition to the shares of Common Stock registered on our Registration Statements on Form S-8 (File Nos. 333-143683
and 333-182800), filed with the SEC on June 12, 2007 and July 23, 2012, respectively (the “Prior Forms S-8”). The
Prior Forms S-8 are incorporated by reference into this Registration Statement pursuant to General Instruction E.
The
Company is filing this Registration Statement to (a) register an additional 75,000 shares of Common Stock authorized for issuance
under the terms and conditions of the Plan (as amended and restated effective February 8, 2022) and (b) extend the term of the
Plan for an additional period of ten (10) years, as approved at the annual meeting of the Company’s shareholders on May
17, 2022.
In
accordance with the instructional note to Part I of Form S-8 as promulgated by the SEC, the information specified by Part I of
the Form S-8 has been omitted from this Registration Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
| Item 3. |
Incorporation
of Certain Documents by Reference. |
Pursuant
to General Instruction E to Form S-8, the contents of the Prior Forms S-8 are incorporated by reference herein. In addition, the
following documents we filed with the SEC are incorporated by reference into this Registration Statement:
| (a) | Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2021, filed with the
SEC on March 8, 2022; |
| (b) | All
other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act since
December 31, 2021; |
| (c) | The
description of the Common Stock, which is contained in Exhibit 4(vi) to our Annual Report
on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March
11, 2020, including any amendment or report filed for the purpose of updating such description. |
All
documents, reports and definitive proxy or information statements filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d)
of the Exchange Act (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such
form that relate to such items) on or after the date of this Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from
the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document that also is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
The
following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
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 this 12th day of July, 2022.
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CODORUS
VALLEY BANCORP, INC. |
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By: |
/s/
Craig L. Kauffman |
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Craig
L. Kauffman |
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President
and Chief Executive Officer |
Each
person whose signature appears below constitutes and appoints Craig L. Kauffman and Larry D. Pickett and each of them, his true
and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, 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 to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or
any of them or their or his 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 and the foregoing Power of Attorney have been signed
by the following persons in the capacities and on the date(s) indicated:
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| SIGNATURE |
|
TITLE |
|
DATE |
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/s/
Craig L. Kauffman
Craig
L. Kauffman |
|
President and Chief
Executive Officer and Director (Principal Executive Officer) |
|
July
12, 2022 |
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/s/
Cynthia A. Dotzel
Cynthia
A. Dotzel, CPA |
|
Chair of the Board
of Directors |
|
July 12,
2022 |
| |
|
|
/s/
J. Rodney Messick
J.
Rodney Messick |
|
Vice-Chair of the
Board of Directors |
|
July 12,
2022 |
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/s/
Larry D. Pickett
Larry
D. Pickett |
|
Treasurer
(Principal Financial and Accounting Officer) |
|
July 12,
2022 |
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/s/
Sarah M. Brown
Sarah
M. Brown |
|
Director |
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July 12,
2022 |
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/s/
Brian D. Brunner
Brian
D. Brunner |
|
Director |
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July 12,
2022 |
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/s/
Keith Cenekofsky, CPA
Keith
Cenekofsky, CPA |
|
Director |
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July 12,
2022 |
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/s/
John W. Giambalvo, Esq.
John
W. Giambalvo, Esq. |
|
Director |
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July 12,
2022 |
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Jeffrey
R. Hines, P.E. |
|
Director |
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July 12,
2022 |
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/s/
John E. Kiernan, Esq.
John
E. Kiernan, Esq. |
|
Director |
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July 12,
2022 |
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/s/
Kent K. Matsumoto, Esq.
Kent
K. Matsumoto, Esq. |
|
Director |
|
July 12,
2022 |
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|
/s/
Scott V. Fainor
Scott
V. Fainor |
|
Director |
|
July 12,
2022 |
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Exhibit
5.1
111
N. Sixth Street
P.O. Box 679
Reading, PA 19603
(610) 478-2000
www.stevenslee.com
July
19, 2022
Board
of Directors
Codorus
Valley Bancorp, Inc.
105
Leader Heights Road
P.O.
Box 2887
York,
Pennsylvania 17405-2887
| Re: | Form
S-8 Registration Statement
2007 Codorus Valley Bancorp, Inc. Restated Employee
Stock Purchase Plan |
Ladies
and Gentlemen:
In
connection with the registration of 75,000 shares of common stock, $2.50 par value per share (the “Common Stock”),
by Codorus Valley Bancorp, Inc. (the “Company”), covered by the Company’s Registration Statement on Form S-8
(the “Registration Statement”) filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended, on the date hereof with respect to the potential issuance of the Common Stock under the 2007 Codorus Valley
Bancorp, Inc. Restated Employee Stock Purchase Plan (the “Plan”), we, as counsel to the Company, have reviewed:
(1)
the articles of incorporation of the Company, as amended;
(2)
the bylaws of the Company, as amended;
(3)
resolutions adopted by the board of directors of the Company relating to the Registration Statement;
(4)
a corporate subsistence certificate, issued by the Secretary of the Commonwealth of Pennsylvania with respect to the Company;
(5)
the Registration Statement;
(6)
the Plan; and
(7)
copies of certificates representing shares of the Common Stock.
In
connection with delivering this opinion letter, we have relied as to matters of material fact upon the representations of members
of the Company’s management; however, we have no reason to believe that any such representations are incorrect or incomplete.
We have assumed
Allentown
● Bergen County ● Bala Cynwyd ● Cleveland ● Fort Lauderdale ● Harrisburg ● Lancaster
● New York
Philadelphia ● Princeton ● Reading ● Rochester ● Scranton ● Valley Forge ● Wilkes-Barre
● Wilmington
A
PROFESSIONAL CORPORATION
Board
of Directors
Codorus
Valley Bancorp, Inc.
July
19, 2022
Page
2
the
genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents
of all documents submitted to us as copies and the authenticity of the originals of such copies. In connection with this letter,
we have concerned ourselves solely with the application of the laws of the Commonwealth of Pennsylvania and the laws of the United
States, and no opinion is expressed herein concerning the possible effects of the laws of any other jurisdiction.
Based
upon our review of the foregoing, it is our opinion that:
(a)
the Company has been duly incorporated under the laws of the Commonwealth of Pennsylvania and is validly subsisting under the
laws of the Commonwealth of Pennsylvania; and
(b)
the Common Stock issuable pursuant to the Plan has been duly authorized and, when and to the extent issued pursuant to the Plan
upon receipt by the Company of the consideration for the Common Stock specified therein will be fully paid and nonassessable.
We
consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit
that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission thereunder.
| Very
truly yours, |
| | |
| | /s/ Stevens
& Lee |
| | |
| | STEVENS
& LEE |
Exhibit
107
Calculation
of Filing Fee Tables
Form
S-8
(Form
Type)
Codorus
Valley Bancorp, Inc.
(Exact
Name of Registrant as Specified in its Charter)
Table
1: Newly Registered Securities
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Security
Type |
|
Security
Class
Title |
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Fee
Calculation
or Carry
Forward
Rule |
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Amount
Registered (1) |
|
Proposed
Maximum
Offering
Price Per
Unit |
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Maximum
Aggregate
Offering
Price |
|
Fee
Rate |
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Amount
of
Registration
Fee |
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Equity |
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Common
Stock, par value $2.50 per share |
|
Rule
457(c) and Rule 457(h) |
|
75,000
shares (2) |
|
$22.31(3) |
|
$1,673,250.00 |
|
0.0000927 |
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$155.11 |
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Total
Offering Amounts |
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$1,673,250.00 |
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$155.11 |
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Total
Fees Previously Paid |
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— |
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Total
Fee Offsets (4) |
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— |
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Net
Fee Due |
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$155.11 |
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(1)
Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
on Form S-8 (the “Registration Statement”) shall also cover any additional shares of Registrant’s Common Stock,
par value $2.50 per share (“Common Stock”), that become issuable in respect of the securities identified in the above
table under the 2007 Codorus Valley Bancorp, Inc. Restated Employee Stock Purchase Plan (the “Plan”) by reason of
any stock dividend, stock split, recapitalization or other similar transaction effected without Registrant’s receipt of
consideration that results in an increase in the number of outstanding shares of Registrant’s Common Stock.
(2)
Represents 75,000 additional shares of Common Stock reserved for issuance under the Plan pursuant to an amendment to the Plan
that was duly adopted and approved by the shareholders of the Registrant on May 17, 2022.
(3)
Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee. The maximum price per share
of Common Stock and the maximum aggregate offering price are based on the average of the $22.52 (high) and $22.11 (low) sale price
of the Registrant’s Common Stock as reported on the NASDAQ Global Market on July 14, 2022, which date is within five business
days prior to filing this Registration Statement.
(4)
The Registrant does not have any fee offsets.
