Riverview Financial Corp (Form: 8-K, Received: 06/30/2015 10:03:37)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

(Amended Current report filing)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2015 (June 30, 2015)

Riverview Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

333-201017

38-3917371

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

3901 North Front Street,

Harrisburg, Pennsylvania

17110

(Address of principal executive offices)

(Zip Code)

(717) 957-2196

(Registrant’s telephone number, including area code)

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):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the 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))

CURRENT REPORT ON FORM 8-K

Item 5.02

Departure of Directors or Certain Officers

Effective June 30, 2015, in connection with a mutually agreed reorganization of the management structure of Riverview Financial Corporation (the “Corporation” or “Riverview”), Robert M. Garst stepped down as Chief Executive Officer and as a Director of the Corporation, and Kirk D. Fox, currently President, was appointed as Chief Executive Officer in Mr. Garst’s place. In connection with the reorganization, Brett D. Fulk, currently Chief Operating Officer, was appointed President of the Corporation. Riverview anticipates that Mr. Fulk will also be appointed as a director of the Corporation to fill the vacancy created by Mr. Garst’s departure. Mr. Garst’s separation from the Corporation is amicable, and he will continue his service to the Corporation as a director emeritus.

In connection with Mr. Garst’s departure, the Corporation and Mr. Garst entered into a separation agreement providing him with benefits that are materially consistent with those required to be paid to him under his existing Employment Agreement, dated January 24, 2012, in connection with a termination of employment without cause. The separation benefits include, but are not limited to, payment of approximately three years of salary, payable in equal installments over a 24 month period, the ability to retain all stock options (subject to their vesting terms, which are not accelerated) and transfer to him of his company car. Mr. Garst remains subject to the restrictive covenants included in his prior employment agreement. The Severance Agreement is attached hereto as Exhibit 99.1 .

Mr. Fox’s employment continues to be governed by an Employment Agreement entered into between Mr. Fox and the Corporation on January 24, 2012, as amended. Mr. Fox, 48, was President of Riverview Financial Corporation and Riverview Bank since 2009. From August 2004 to December, 2008, Mr. Fox was an Executive Vice President of HNB Bancorp, Inc. and Chief Lending Officer of Halifax National Bank. Prior to that, Mr. Fox was Vice President and Commercial Loan Officer for Community Bank, where he worked since 1988. He formerly served as a director of HNB Bancorp, Inc. and Halifax National Bank since 2007. Mr. Fox has been a director of the Corporation since 2009. The Corporation believes that Mr. Fox’s qualifications to sit on the Board of Directors include his extensive banking knowledge and his experience, leadership skills and familiarity with the communities served by the Bank.

Mr. Fulk’s employment continues to be governed by an Employment Agreement entered into between Mr. Fulk and the Corporation on January 4, 2012, as amended. Mr. Fulk, 46, has been the Chief Operations Officer of Riverview Financial Corporation and Riverview Bank since he joined the Corporation and bank in July 2011. From November 2007 to June 2011, Mr. Fulk served as a Managing Director of Commercial Services, Pennsylvania division, Regional Executive, and Region President for Susquehanna Bank. From 1990 to 2007, Mr. Fulk served in the capacity of Region President in both the Northcentral PA and York Regions for CommunityBanks (which was acquired by Susquehanna Bank). The Corporation believes that Mr. Fulk’s qualifications to sit on its Board of Directors include his extensive banking knowledge and his experience, leadership skills and familiarity with the communities served by the Bank.

Item 7.01

Regulation FD; Item 8.01 Other Events

In addition to the reorganization of the Corporation’s officers described under Item 5.02, Riverview determined to undertake certain other restructuring measures.

First, Riverview repaid two Federal Home Loan Bank facilities, in the principal amount of $5.0 million, incurring a one-time prepayment expense of $237,835, which will impact second quarter 2015 results of operations. These loans were scheduled to mature on April 9, 2018, and carried a 2.90% fixed rate of interest. The loans were paid off with funds from a combination of cash on hand and short term borrowings, significantly reducing the Corporation’s cost of funds associated with those loans.

Also, as a result of Riverview’s analysis of its current branch office network, market share penetration, and office profitability results, Riverview has determined to close its Good Hope, Cumberland County retail branch banking office, with closure planned for late August, 2015. This closure will result in a one time, extraordinary expense for 2015 totaling an estimated $410,000, $207,000 of which is anticipated to be incurred in the second quarter of 2015.

In October, 2014, Riverview announced the planned acquisition of The Citizens National Bank of Meyersdale (“CNB”). All applications for required regulatory approvals for the acquisition of CNB by Riverview were previously filed, and CNB’s shareholders approved the merger at a special meeting held in April, 2015. As part of the regulatory approval process, the Corporation received recommendations from its regulators as to improvements that should be made to the Corporation’s information technology infrastructure and procedures. Thus, Riverview has agreed to make these improvements, and the improvements will be included in the Corporation’ restructuring measures. One of those measures included the hiring of Robert C. Peregoy to fill a newly created Chief Information Officer position.

When all initiatives are fully phased in, the foregoing restructuring and operating efficiency initiatives are projected to produce approximately $870,000 in annual cost savings, or $0.25 per share on an after tax basis, both on actual shares outstanding and on a fully diluted basis using shares outstanding as of March 31, 2015. These savings are broken down as follows: $128,000 annually for the debt refinance, $212,000 annually from the closure of the Good Hope office and $530,000 from employee related salary and benefits reductions.

In light of Riverview’s significant management and operations restructuring, discussed above, and at the request of its federal regulators, Riverview will withdraw its previously filed applications with the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve and the Pennsylvania Department of Banking. Riverview anticipates that it will resubmit applications for approval of the merger with its regulators in the third quarter of 2015, enabling it to demonstrate the results of the restructurings described in this Form 8-K. Management believes consummation of the pending merger with CNB, following the resubmission and approval of the revised merger application, is most likely to occur during the fourth quarter of 2015, consistent with the terms and timelines contained in the definitive merger agreement.

Riverview’s press release addressing the items set forth in this Current Report on Form 8-K is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Certain of the matters discussed in this Current Report on Form 8-K, including matters discussed above, may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, and as such may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” and similar expressions are intended to identify such forward-looking statements.

The Company’s actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, failure to achieve anticipated cost savings; incurring of additional costs due to delays in receipt of regulatory approvals for the acquisition of Citizens National and the diversion of management’s attention away from running the Bank; acquisitions and integration of previously acquired businesses may not be accomplished on the timeline envisioned by management, may take more time and resources than planned and may not achieve originally anticipated cost savings and synergies; the effects of future economic conditions on the Company and the Bank’s customers; additional legislative and regulatory requirements; the impact of governmental monetary and fiscal policies; the effect of changes in accounting policies and practices, as may be adopted by the regulatory agencies, as well as the Financial Accounting Standards Board and other accounting standard setters; the risks of changes in interest rates on the level and composition of deposits, loan demand, and the values of loan collateral, securities and interest rate protection agreements, as well as interest rate risks; the effects of competition from other commercial banks, thrifts, mortgage banking firms, consumer finance companies, credit unions, securities brokerage firms, insurance companies, money market and other mutual funds and other financial institutions operating in the Company’s market area and elsewhere, including institutions operating locally, regionally, nationally and internationally, together with such competitors offering banking products and services by mail, telephone, computer and the Internet; technological changes; the failure of assumptions underlying the establishment of reserves for loan and lease losses and estimations of values of collateral and various financial assets and liabilities; and volatilities in the securities market. All written or oral forward-looking statements attributable to the Company are expressly qualified in their entirety by these cautionary statements. The Company does not undertake any obligation to update forward looking statements.

Riverview, CNB and their respective officers and directors may be deemed to be participants in the solicitation of proxies from CNB’s shareholders with respect to the transactions contemplated by the merger agreement.

Additional Information and Where to Find It: Riverview filed a Registration Statement on Form S-4 with the SEC in connection with the merger, which includes a Proxy Statement/Prospectus that was distributed to shareholders of CNB. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully. The Registration Statement and the Proxy Statement/Prospectus contain important information about Riverview, CNB, the merger, the persons soliciting proxies relating to the merger and their interests in the merger, and other related matters. Investors and security holders will be able to obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov. Free copies of the Proxy Statement/Prospectus and these other documents may also be obtained from Riverview by directing a request to Theresa Wasko at 200 Front Street, PO Box B, Marysville, Pa 17053 or from CNB by directing a request to Timothy Walters at 135 Center Street, Meyersdale 15552.

In addition to the Registration Statement and the Proxy Statement/Prospectus, Riverview files annual, quarterly and current reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information at the SEC public reference room in Washington, D.C. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Riverview’s filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at http://www.sec.gov.

Item 9.01

Financial Statements and Exhibits

(d)	99.1 Severance Agreement

99.2 Press Release

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K/A to be signed on its behalf by the undersigned, thereunto duly authorized.


						RIVERVIEW FINANCIAL CORPORATION
						(Registrant)

Dated: June 30, 2015						/s/ Kirk D. Fox
						Kirk D. Fox
						CEO

EXHIBIT INDEX


Exhibit Number		Description

99.1		Severance Agreement

99.2		Press Release

Exhibit 99.1

CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL RELEASE

(INCLUDING WAIVER OF CLAIMS UNDER THE AGE

DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED)

This Confidential Separation Agreement and General Release (“ Release Agreement ”) is entered into on the first date set forth below by and among Robert M. Garst (hereinafter referred to as “ Executive ”), Riverview Financial Corporation (“ Corporation ”) and Riverview Bank (hereinafter referred to as the “ Bank ”), collectively referred to as the “Parties.”

BACKGROUND

Executive is party to the “Second Amended and Restated Executive Employment Agreement,” dated January 24, 2012 (the “ Employment Agreement ) with and among the Corporation and the Bank, pursuant to which Executive has been employed by the Bank in the position of Chief Executive Officer. The Parties have agreed that Executive’s employment with the Bank will be terminated in accordance with Section V(4) of the Employment Agreement, effective June 30, 2015 (the “ Effective Date ”). Pursuant to this Release Agreement, the Bank will provide Executive with separation and severance payments and benefits to which Executive would not otherwise be entitled. In exchange, Executive has agreed to a release of all claims that he may have against the Corporation and the Bank and the Releasees as defined in Paragraph 3, below.

NOW THEREFORE, in consideration of the mutual promises contained herein, and the releases, warranties and representations of Executive, the Parties, intending to be legally bound, AGREE as follows:

1. Payments and Benefits .

a. Separation Payment . Effective as of the Effective Date, Executive’s employment with the Bank as Chief Executive Officer will end pursuant to Section V(4) of the Employment Agreement. Executive shall receive a separation payment in the amount of One Million, Four Hundred Ten Thousand Dollars and No Cents ($1,410,000.00), less applicable taxes and withholdings (the “ Separation Payment ”), payable in twenty-four (24) equal monthly installments of Fifty-Eight Thousand Seven Hundred Fifty Dollars and No Cents ($58,750.00), less applicable taxes and withholdings, commencing on the Bank’s first normal pay date for executives following both the expiration of the seven day revocation period set forth in Paragraph 6(d), below, and the Effective Date of Executive’s termination.

b. Additional Severance Payment. The Bank agrees to pay Executive an additional severance payment in the amount of One Hundred Thousand Dollars and No Cents ($100,000.00) (the “ Severance Payment ”), less applicable taxes and withholdings, as a gross-up payment to offset certain anticipated income tax consequences that may be incurred by Executive as a result of the Separation Payment. The Severance Payment shall be payable in twenty-four (24) equal monthly installments of Four Thousand One Hundred Sixty-Six Dollars and Sixty-Six Cents ($4,166.66), less applicable taxes and withholdings, commencing on the

Bank’s first normal pay date for executives following both the expiration of the seven day revocation period set forth in Paragraph 6(d), below and the Effective Date of Executive’s termination.

c. The Separation and Severance Payments and benefits described in this Paragraph 1 shall only be offered and made if (i) Executive signs this Release Agreement and does not revoke this Release Agreement within the time period set forth under Paragraph 6(d), below, (ii) Executive cooperates in the Transition and Consultation outlined in Paragraph 4(c), below, and (iii) Executive complies with the other provisions of this Release Agreement.

d. Payment for Accrued Unused Paid Time Off . The Bank agrees to pay Executive for any accrued but unused paid time off through and ending the Effective Date.

e. Stock Options . The Bank agrees that Executive shall retain all stock options vested as of the Effective Date in accordance with the terms of the Amended and Restated 2009 Stock Option Plan of Riverview Financial Corporation (the “ Plan ”) and the Grants of Stock Options to Executive. In addition, Executive will continue to serve the Bank in the capacity of “Director Emeritus.” The Bank further agrees that in such capacity, Executive shall retain all currently unvested stock options awarded under the Plan and all Grants of Stock Options. Notwithstanding anything to the contrary contained in the Grants of Stock Options to Executive from the Corporation, the vesting schedule and the exercise rights under the Grants of Stock Options to Executive shall continue as if Executive’s employment had not been terminated on the Effective Date, and as if Executive had remained an employee of the Bank and the Company. A summary of Executive’s vested and unvested stock options as of June 30, 2015, is attached as Exhibit A . Following Executive’s termination from employment, Executive shall not be entitled to any additional award of stock options under the Plan.

f. Disability or Death . Executive’s disability or death following Executive’s termination of employment shall not affect Executive’s right, or if applicable, the right of Executive’s beneficiaries, to receive the Separation and Severance Payments and benefits described in this Release Agreement. In the event of Executive’s death following the Effective Date of his termination of employment, Executive’s beneficiaries, if any, shall be entitled to receive the balance of payments due, if any, under this Paragraph 1.

g. Bank Provided Automobile . The Bank shall, within thirty (30) days of the Effective Date of Executive’s termination of employment, transfer and deliver the title to the Bank automobile which the Executive uses at the time of the Effective Date into the Executive’s name, such that the automobile shall become the property of the Executive. The Bank shall provide Executive with an IRS Form 1099 for the assessed value of the automobile. Executive is responsible for assuming any and all costs and expenses associated with ownership of the Bank automobile and the transfer of the automobile into his name, including the cost of transfer of title, tags, registration and insurance.

2. Adequate Consideration . Executive agrees that (i) the consideration and payments made to him by the Bank pursuant to this Release Agreement represent the sole and

exclusive payments and undertakings to be provided to him; (ii) said payments include any and all outstanding and accrued compensation, wages, and benefits that may be due and owing Executive; (iii) that neither the Bank nor the Corporation have any further obligation to provide Executive with any compensation of any sort, or any non-monetary or monetary benefits in addition to that which is set forth in Paragraph 1, above; and (iv) the aforementioned Separation and Severance Payments and other benefits are in excess of what Executive otherwise would have been entitled to and constitute good and sufficient consideration for this Release Agreement.

3. Release and Waiver .

a. For and in consideration of the Bank’s and the Corporation’s promise to cause the payments and benefits to be made as set forth in Paragraph 1, above, Executive does hereby REMISE, RELEASE AND FOREVER DISCHARGE Riverview Financial Corporation, Riverview Bank, and their respective parent corporations, subsidiaries and affiliates, and all of the foregoing’s respective directors, officers, shareholders, employees, representatives, agents, attorneys, insurers, successors and assigns (“ Releasees ”) of and from any and all manner of actions and causes of action, suits, debts, liabilities, losses, damages, claims and demands whatsoever (which are otherwise subject to waiver) that Executive had, has or may have against any of the Releasees, whether sounding in contract, any form of tort or otherwise; whether at law or in equity; whether known or unknown; from prior to the commencement of Executive’s employment with any of the Releasees to the date of this Release Agreement. The releases herein include, but are not limited to, any waivable claims that were asserted or could have been asserted up to the date of this Release Agreement and/or that could be asserted in the future under any federal, state or local laws, regulations, orders or ordinances including but not limited to:

•

Title VII of the Civil Rights Act of 1964, as amended;

•

the Civil Rights Act of 1866 and 1871;

•

Executive Order 11246;

•

the Rehabilitation Act of 1973;

•

the Americans with Disabilities Act of 1990 (ADA);

•

the Employee Retirement Income Security Act (ERISA) (except as to claims for vested benefits);

•

any state or local laws similar to the above including but not limited to the Pennsylvania Human Relations Act;

•

any unjust or wrongful termination theory;

•

any claim for breach of contract, fraud or material misrepresentation;

•

any negligent retention, hiring, or supervision theory; or any right or claim based on an alleged privacy violation, any claims for defamation or slander, other employment tort or common law claims now or hereafter recognized and any derivative claim Executive may have arising thereunder, and all claims for counsel fees and costs. Executive specifically acknowledges that he is releasing all Releasees from any claims for attorneys’ fees and costs.

b. Executive further agrees To WAIVE ALL RIGHTS AND CLAIMS he has ever had, or now has, under THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967, AS AMENDED (ADEA), against Releasees arising from or related to his employment with the Bank or the Corporation, or separation from employment. Executive has been advised to consult with an attorney before signing this Release Agreement waiving his rights under the ADEA. Executive has had the opportunity to review this Release Agreement for twenty-one (21) days prior to signing it. Executive may revoke the Release Agreement within seven (7) days after he signs the Release Agreement. If Executive revokes the Release Agreement, the Bank shall have the option of voiding the entire Release Agreement. In such event, Executive will not receive the Separation and Severance Payments and benefits described in Paragraph 1 above.

c. Notwithstanding the Releases and Waivers above, nothing in this Release Agreement shall prohibit Executive from filing an administrative charge or complaint with, or participating in any investigation or proceeding conducted by the United States Equal Employment Opportunity Commission or a comparable state or local agency. Executive agrees to and does waive his right to recover monetary damages, reinstatement of employment, or any other relief sought against Releasees in any charge, complaint, or lawsuit filed by Executive or by anyone else on Executive’s behalf. Notwithstanding the Releases and Waivers above, nothing in this Release Agreement shall be construed as a waiver of Executive’s right to indemnification by contract, by charter or bylaws or otherwise, or Executive’s right to enforce the terms of this Release Agreement.

4. Ongoing Obligations .

a. Return of Property . Executive certifies that he will return all property and confidential information of the Bank to the Bank without retaining any copies, either in tangible or intangible form as of the Effective Date. This certification includes the fact that he has purged all Bank and Corporation files and information from his home computer or laptop, tablet, cell phone, and all personal electronic devices and returned all photocopies of materials that relate to the Releasees or their business.

b. Confidentiality and Non-Disclosure . Executive agrees that he shall not at any time divulge or disclose to any third party the Confidential Information or trade secrets of the Bank or Corporation. Confidential Information means information disclosed to Executive or known by Executive or created by Executive as a result of his employment with the Bank and not generally known in the public, including, but not limited to, current or prospective customer, supplier, or vendor information, preferences and lists; customer personal identifying information; pricing information; marketing, business development, and strategic planning information; non-public financial information; and trade secrets as that term is defined under Pennsylvania law.

c. Transition and Consultation . During his employment and through December 30, 2015, Executive agrees to cooperate with the Bank in the transition of his responsibilities, including making himself available for consultation on an as needed basis related to such transition.

d. Board Resignations . Except as set forth herein, Executive shall resign from all Officer and Director positions with the Corporation and all Bank-related entities as of June 30, 2015; shall serve as “Director Emeritus” on the Board of Directors of the Bank commencing July 1, 2015; and shall deliver to the Bank with this executed Release Agreement an executed copy of the resignation attached hereto as Exhibit B . Executive and the Bank agree to execute any and all documents and agreements to effect the purpose of this Paragraph.

e. Restrictive Covenants . Executive recognizes and acknowledges that he executed a “Noncompetition Agreement” between and among the Executive, the Corporation, and the Bank, dated November 16, 2011, which contains restrictive covenants and obligations and which is incorporated herein and attached hereto as Exhibit C . Executive acknowledges that the Noncompetition Agreement is valid and enforceable, and that the obligations and covenants contained in the Noncompetition Agreement continue after the Effective Date of his separation from employment and after he signs this Release Agreement. Executive hereby agrees to abide by the covenants and obligations contained in the Noncompetition Agreement.

f. Non-disparagement. Executive agrees that he will not disparage, or encourage others to disparage, the Bank, the Corporation, or any Releasee, or their respective directors, officers, employees, and agents, either orally or in writing in any communications of whatever nature to any third party, nor instigate, assist, or participate in the making or publication of any statement that could libel, slander, defame, or disparage them or paint them in a false light.

g. Remedies for Breach . Executive acknowledges that any breach by Executive of the obligations in Paragraph 4 of this Release Agreement would substantially and materially impair and irreparably harm the Bank’s and the Corporation’s business and goodwill, and that monetary damages, would be difficult, if not impossible, to ascertain. Executive agrees that in the event of any breach or threatened breach by Executive of this Paragraph 4, such impairment or harm is incapable of being compensated in solely monetary terms and the Bank and Corporation shall have the right to an injunction or other equitable relief, in any court of competent jurisdiction. Further, in the event that the Bank or Corporation successfully seek to obtain compliance therewith and/or damages, Executive will be responsible for the reasonable costs incurred thereby by the Bank or Corporation, including reasonable attorneys’ fees incurred in enforcing this Release Agreement.

h. Disclosure . Executive agrees to disclose the non-compete and non-solicit covenants of this Release Agreement and the Non-Competition Agreement to any prospective employer for one (1) year following the Effective Date of his termination of employment.

5. Acknowledgement . Executive acknowledges that the Bank and the Corporation admit no liability or wrongdoing in requesting or accepting this Release Agreement and waiver.

6. Time and Return and Disclosures . Executive understands and agrees that, in full compliance with the Older Workers Benefit Protection Act (OWBPA) of 1990:

a. Executive enters into this Release Agreement freely and knowingly, and after due consideration, intending to waive, settle and release all waivable claims that Executive has or may have against Releasees up to the date of the execution of this Release Agreement, including claims under the Age Discrimination in Employment Act.

b. Executive has been advised to consult an attorney before signing this Release Agreement.

c. Executive has been provided with the opportunity to consider this Release Agreement for twenty-one (21) days. Material and immaterial changes to this Release Agreement will not temporarily stop the twenty-one (21) day period for the Executive to consider this Release Agreement. Executive may voluntarily return this Release Agreement prior to twenty-one (21) days along with the Acknowledgment form appended hereto as Exhibit D . By doing so, Executive acknowledges that he waives the entire 21 day review period and has executed the Release Agreement as of the date listed below freely and without coercion. If Executive agrees to enter into this Release Agreement, he must sign the Release Agreement no earlier than June 19, 2015 and return it to Jill Sebest Welch, Esq., c/o Barley Snyder, 126 East King Street, Lancaster, PA 17602.

d. Executive understands that he has seven (7) days after he signs the Release Agreement to revoke the Release Agreement by delivering a written notice of revocation to Jill Sebest Welch, Esq., c/o Barley Snyder, 126 East King Street, Lancaster, PA 17602, by 5:00 p.m. Eastern Standard Time on the seventh day. In the event Executive revokes this Release Agreement, neither the Bank nor the Corporation shall have any obligation to Executive under the Release Agreement. After this revocation period has expired, the Release Agreement will become effective, enforceable and irrevocable.

7. Severability . The covenants in this Release Agreement are severable. If any part or term of this Release Agreement is later held to be illegal, unenforceable or ineffective, the validity of the remaining provisions shall not be affected and the other obligations will be enforced as if the Release Agreement did not contain the part or term held to be invalid. If Executive challenges the validity of, or attacks this Release Agreement in any court of competent jurisdiction, Executive unequivocally agrees to first return to the Bank any and all monies or other consideration received by the Executive under the terms of this Release Agreement.

8. Attorney’s Fees . In the event the Bank breaches the provisions of this Release Agreement, as determined by a final adjudication of a court of competent jurisdiction after exhaustion of all appellate review, the Bank shall reimburse the Executive for all reasonable costs, including reasonable attorney’s fees in adjudicating such breach. Such reimbursement shall be in addition to all rights to which the Executive is otherwise entitled under this Release Agreement.

9. Entire Agreement . This Release Agreement and the Exhibits attached hereto and incorporated herein, express the entire agreement between Executive, the Bank, and the Corporation regarding Executive’s separation from employment. This Release Agreement may not be amended or terminated except by a written agreement signed by Executive, the Bank, and the Corporation. No representations made prior to or contemporaneously with this Release Agreement shall have any binding effect.

10. Waiver . No waiver of any provision of this Release Agreement shall constitute a waiver of any other provisions of this Release Agreement. Notwithstanding any rule of law to the contrary, this Release Agreement may not be modified, changed, amended, or waived in any way (whether in whole or in part) orally, by conduct, by informal writings or by any combination thereof.

11. Benefits . The promises of Executive under this Release Agreement shall inure to the benefit of the Releasees and all other present or future subsidiaries and affiliates, successors, or assigns of the Releasees. All such entities shall be considered third party beneficiaries and may enforce any provision of this Release Agreement.

12. Governing Law and Jurisdiction . The validity, legality, and construction of this Release Agreement or of any of its provisions shall be governed exclusively by the laws of the Commonwealth of Pennsylvania. Any action arising out of or relating to any of the provisions of this Release Agreement may be brought and prosecuted only in the courts of or located in the Commonwealth of Pennsylvania. If any part of this Release Agreement should be found by a court of competent jurisdiction to be unenforceable in whole or in part, then Executive agrees that such court may enforce this Release Agreement to the fullest extent permissible under the law, and to the fullest extent necessary to carry out the intentions of the parties as set forth in this Release Agreement.

13. Interpretation . This Release Agreement shall be interpreted in a reasonable manner to effect the Parties’ purposes and specifically shall not be interpreted in a manner that would require interpretation of any ambiguities in this Release Agreement against a party who has drafted it. The paragraph headings set out in this Release Agreement are for convenience only and shall not be used to interpret the provisions of this Release Agreement.

14. Acceptance . The Parties certify that they have read this Release Agreement, that they understand the meaning and legal effects of this Release Agreement, that they are executing this Release Agreement of their own volition, that they are legally competent to enter into this Release Agreement, and that they acknowledge that the consideration stated in this Release Agreement is adequate and satisfactory.

15. Counterparts . This Release Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute one and the same document.

16. Authorization of Signatories . The undersigned are fully competent and authorized to execute this Release Agreement and have signed their names to this Release Agreement of their own free will.

IN WITNESS WHEREOF, intending to be legally bound, the Parties have executed the foregoing Confidential Separation and General Release as of the date first written below.


Dated:	6/23/2015	/s/ Robert M. Garst
		Robert M. Garst

		RIVERVIEW FINANCIAL CORPORATION

Dated:	6/23/2015	By:	/s/ Kirk D. Fox

		RIVERVIEW BANK

Dated:	6/23/2015	By:	/s/ Kirk D. Fox

Exhibit 99.2

Filed by:

Riverview Financial Corp.

Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934

Subject Company: Citizens National Bank of Meyersdale

Commission File No.: 333-201017

FOR IMMEDIATE RELEASE


CONTACT:		Kirk D. Fox, Chief Executive Officer
		717-827-4042

RIVERVIEW FINANCIAL CORPORATION

ANNOUNCES EXECUTIVE PROMOTIONS, BALANCE SHEET RESTRUCTURE, COST SAVINGS INITIATIVES AND MERGER UPDATE

HARRISBURG, PA, June 30, 2015 - Riverview Financial Corporation (OTCQX: RIVE) announced the departure of CEO Robert Garst, the promotion of two executives, a balance sheet prepayment of debt restructure, cost savings from the closure of a banking facility, and an update on its pending acquisition.

As of June 30, 2015, Mr. Robert Garst stepped down as CEO and as a director of Riverview, and Mr. Kirk Fox assumed the duties of CEO. Mr. Brett Fulk will assume the duties of President. Mr. Fox, an original founder of Riverview at its formation in 2008, has served as Riverview’s President since its creation and has been a critical figure in its past successes. Mr. Fulk has served as Riverview’s COO since June, 2011. Mr. Fulk will also be joining Riverview’s board of directors to take the seat left vacant by Mr. Garst’s departure. Mr. Garst, who served as Riverview’s CEO since 2008, will remain as an emeritus member of the board.

David W. Hoover, Chairman of the Riverview Financial Corporation Board of Directors, expressed his appreciation for Mr. Garst’s years of service and provided his outlook for the future. “Robert Garst has been a pivotal figure in the past successes of Riverview Financial, and on behalf of the organization I want to thank him for his years of dedicated service, without which we would not be the

organization we are today.” Mr. Hoover went on to say, “while change often creates uncertainty, Riverview is well prepared for this transition. I have worked with Kirk and Brett for many years now and have the utmost confidence in them. I am very excited about the future of Riverview Financial Corporation.”

Mr. Garst commented that, “I enjoyed my many years here helping to build Riverview and working with my colleagues. There is a great team here from bottom to top, and this transition in leadership will be seamless.”

To create a stronger balance sheet, Riverview repaid two Federal Home Loan Bank facilities, with a total principal of $5.0 million, incurring a one-time prepayment expense of $237,835. This reduction in borrowings will benefit Riverview by lowering its cost of funds.

Additionally, Riverview expects to attain significant cost savings through the closure of the Good Hope banking office in August 2015. This closure will result in a one time, extraordinary expense for 2015 totaling an estimated $410,000, of which $207,000 is anticipated to be expensed in the second quarter of 2015.

When these restructuring and efficiency initiatives are fully implemented, Riverview anticipates ongoing annual expense reductions of approximately $870,000, resulting in an estimated after tax earnings per share impact of $0.25 on an actual and fully diluted basis using shares outstanding data as of March 31, 2015.

Kirk D. Fox, Chief Executive Officer stated “While these efforts have a cost to current earnings, all of the steps were taken to enhance future profitability and shareholder value.”

Riverview also announced that, in light of this restructuring process, which will be completed in the third quarter of 2015, it will be necessary to withdraw and re-file its applications to merge with The Citizens National Bank of Meyersdale (“CNB”) with the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve and the Pennsylvania Department of Banking. Riverview anticipates that it will resubmit applications for approval of the merger with its regulators in the third quarter of 2015. Management believes consummation of the pending merger with CNB, following the resubmission and approval of the revised merger application, will occur in the fourth quarter of 2015, consistent with the terms and timelines contained in the definitive merger agreement.

Riverview Financial Corporation, headquartered in Harrisburg, PA, is the financial holding company for Riverview Bank and its operating divisions Halifax Bank, Marysville Bank, and Riverview Financial Wealth Management. Riverview Bank operates 14 retail banking offices located throughout Dauphin, Berks, Cumberland, Schuylkill, Perry, and Northumberland Counties, PA, and a Wealth Management Office in Schuylkill County, PA. Riverview Financial Corporation reported total assets of $444 million as of March 31, 2015.

This press release may contain forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Actual results and trends could differ materially from those set forth in such statements due to various factors. Such factors include the possibility that anticipated cost savings may not be realized, estimated synergies may not occur, increased demand or prices for the corporation’s financial services and products may not occur, changing economic and competitive conditions, technological developments and other risks and uncertainties. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected include, but are not limited to, the following: ineffectiveness of their business strategy due to changes in current or future market conditions; the effects of competition, and of changes in laws and regulations on competition, including industry consolidation and development of competing financial products and services; interest rate movements; inability to achieve merger-related synergies; difficulties in integrating distinct business operations, including information technology difficulties; disruption from the transaction making it more difficult to maintain relationships with customers and employees, and challenges in establishing and maintaining operations in new markets; volatilities in the securities markets; and deteriorating economic conditions.

Riverview Financial Corporation (“Riverview”), The Citizens National Bank of Meyersdale (“CNB”) and their respective officers and directors may be deemed to be participants in the solicitation of proxies from CNB’s shareholders with respect to the transactions contemplated by the merger agreement.