As filed with the Securities and Exchange Commission on June 28, 1995
Registration No. 33-46171
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2 TO
FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
CODORUS VALLEY BANCORP, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-2428343
(State or other jurisdiction (I.R.S. Employer
incorporation or organization) Identification No.)
Larry J. Miller, President
and Chief Executive Officer
CODORUS VALLEY BANCORP, INC.
1 Manchester Street, P.O. Box 67 1 Manchester Street, P.O. Box 67
Glen Rock, Pennsylvania 17327 Glen Rock, Pennsylvania 17327
717-846-1970 717-846-1970
(Address, including zip code, and (Name, address, including zip
telephone number, including area code, code, and telephone number,
of Registrant's principle including area code, of agent
executive offices) for service)
With Copies To:
Nicholas Bybel, Jr., Esq.
SHUMAKER WILLIAMS, P.C.
P.O. Box 88
Harrisburg, Pennsylvania 17108
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Post-Effective Amendment No. 2 to the
Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. X
_____
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend
or interest reinvestment plans, check the following box. _____
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PROSPECTUS
CODORUS VALLEY BANCORP, INC.
Dividend Reinvestment and Stock Purchase Plan
50,000 Shares of Common Stock
$2.50 Par Value
This Prospectus relates to 50,000 shares of the $2.50 par value common
stock ("Common Stock") of Codorus Valley Bancorp, Inc. (the "Corporation")
which may be issued under the Codorus Valley Bancorp, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") which Plan was adopted on
February 25, 1992, and amended on December 16, 1994.
The Plan provides holders of record of shares of the Corporation's
Common Stock with a simple and convenient method of investing cash dividends
in additional shares of Common Stock. Holders of record who elect to enroll
in the Plan ("participants") will, if they so desire, direct any cash
dividends paid on their shares of Common Stock toward automatic investment in
additional shares of Common Stock. The Plan also provides each shareholder
who participates, with a convenient and economical way to voluntarily
purchase additional shares of Common Stock within the limitations provided in
the Plan.
Shares acquired for the Plan will be purchased in the open market, in
negotiated transactions or from the Corporation. The purchase price of
shares purchased from the Corporation will be the fair market value per
share, as defined, at the purchase date. The purchase price of shares
purchased in the open market or in negotiated transactions will be the price
paid for the shares, excluding all fees, brokerage commissions and expenses.
Shareholders who do not elect to participate in the Plan will receive
dividends, as declared and paid, by check.
Reference is made to the "EXPLANATION OF DIVIDEND REINVESTMENT AND STOCK
PURCHASE PLAN" Section, which is considered part of this Prospectus, for
further information on the Plan.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION ("COMMISSION") OR ANY STATE SECURITIES COMMISSION, NOR
HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 28, 1995.
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AVAILABLE INFORMATION
The Corporation is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Commission. Such reports, proxy statements and other information
can be inspected and copied at the Public Reference Section of the Commission
at Judicial Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549,
as well as at the following Regional Offices of the Commission: Chicago
Regional Office, 219 South Dearborn Street, Chicago, Illinois 60604; and New
York Regional Office, 26 Federal Plaza, New York, New York 10278. Copies of
such materials may also be obtained from the Public Reference Section of the
Commission at its Washington address, by mail at prescribed rates.
This Prospectus constitutes a part of a Registration Statement filed by
the Corporation with the Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to the Common Stock offered hereby.
This Prospectus omits certain of the information contained in the
Registration Statement, and reference is hereby made to the Registration
Statement and to the exhibits relating thereto for further information with
respect to the Corporation and the Common Stock offered hereby. Any
statements contained herein concerning the provisions of any document are not
necessarily complete, and in each instance reference is made to the copy of
such document filed as an exhibit to the Registration Statement or otherwise
filed with the Commission. Each such statement is qualified in its entirety
by such reference.
No person has been authorized to give any information or to make any
representation not contained in this Prospectus, and if given or made, such
information or representation should not be relied upon as having been
authorized. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to purchase, any of the securities to which this
Prospectus relates in any jurisdiction to or from any person to whom it is
unlawful to make such an offer or solicitation in such jurisdiction. Neither
delivery of this Prospectus nor any sale of securities to which this
Prospectus relates shall, under any circumstances, create any implication
that there has been no change in the affairs or condition of the Corporation
since the date hereof or that the information contained herein is correct as
of any time subsequent to the date hereof.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
There are hereby incorporated by reference in this Prospectus the
following documents filed by the Corporation with the Commission (Periodic
Report File No. 0-15536):
(a) Annual Report on Form 10-K for the year ended December 31, 1994;
(b) The Corporation's quarterly report on Form 10-Q for the quarter
ended March 31, 1995; and
(c) The description of the Corporation's Common Stock which appears
at page 32 of the Corporation's Prospectus filed on November 18,
1986, which forms a part of the Corporation's Registration
Statement on Form S-4, Registration No. 33-10257.
All reports filed by the Corporation pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and prior
to the termination of the offering made hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a 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 Prospectus to the extent
that a statement contained herein or in any other subsequently filed document
which also is or 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 Prospectus.
The Corporation will provide without charge a copy of any or all of the
documents mentioned above (other than exhibits to such documents) to each
person receiving this Prospectus who requests them. Requests for such copies
should be addressed to Mr. Jann Allen Weaver, Codorus Valley Bancorp, Inc.,
1 Manchester Street, P.O. Box 67, Glen Rock, Pennsylvania 17327 (telephone
number (717) 846-1970).
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PROSPECTUS SUMMARY
The Corporation
Codorus Valley Bancorp, Inc. (the "Corporation"), a Pennsylvania
business corporation, is a bank holding company registered with and
supervised by the Board of Governors of the Federal Reserve System. The
Corporation was formed in 1986 for the purpose of becoming the parent holding
company of Peoples Bank of Glen Rock (the "Bank"). The formation as a one-
bank holding company was effective March 2, 1987. The Bank, a state-
chartered institution, is a full service commercial bank and provides a wide
range of services to individuals and small to medium-sized businesses in its
southwestern York County, Pennsylvania market area.
The principal executive offices of the Corporation are located at
1 Manchester Street, Glen Rock, Pennsylvania 17327. The telephone number of
the Corporation is (717) 846-1970.
The Offering; The Plan; Use of Proceeds
The securities offered hereby are a maximum of 50,000 shares of the
Corporation's common stock, par value $2.50 per share (the "Common Stock").
The purpose of the offering is to provide holders of record of the
Corporation's Common Stock with a simple and convenient method of investing
cash dividends and voluntary cash payments in additional shares of
Common Stock, without incurring brokerage commissions, through the
Corporation's Dividend Reinvestment and Stock Purchase Plan (the "Plan").
Detailed information concerning the Plan is provided under "EXPLANATION
OF THE DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN", which should be
reviewed carefully.
Shares may be acquired for issuance pursuant to the Plan through open
market purchases, through negotiated transactions, from the Corporation.
Open market purchases will be made by an independent purchasing agent
retained to act as agent for Plan participants, and the purchase price to
participants will be the actual price paid, excluding brokerage commissions
and other expenses which commissions and expenses will be paid by the
Corporation. The Corporation will receive none of the proceeds from shares
acquired for issuance pursuant to the Plan unless such acquisitions involve
the purchase of shares from the Corporation. To the extent any shares are
purchased from the Corporation, the proceeds of such sales will be added to
the general funds of the Corporation and will be available for its general
corporate purposes, including working capital requirements and contributions
to the Corporation's banking subsidiary to support its anticipated growth and
expansion.
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EXPLANATION OF THE DIVIDEND REINVESTMENT
AND STOCK PURCHASE PLAN
This is an explanation of the Plan. The Plan is contained in a written
Plan instrument, a copy of which is maintained at the offices of the
Corporation, as well as at the offices of the Plan Administrator identified
in Question and Answer Number 3 below. In the event of any inconsistency
between that Plan instrument and this Explanation, the Plan instrument will
control.
Purpose
1. What is the purpose of the Plan?
The purpose of the Plan is to provide holders of the Corporation's
Common Stock with a convenient and economical method of investing cash
dividends payable upon their Common Stock and voluntary cash payments in
additional shares of Common Stock. To the extent that the additional shares
are purchased directly from the Corporation under the Plan, the Corporation
will receive additional funds for its general corporate purposes.
Advantages
2. What are the advantages of the Plan?
Participation in the Plan offers a number of advantages:
a) The Plan enables the shareholders to acquire additional shares of
Common Stock without the payment of brokerage commissions.
b) The Plan provides shareholders of the Corporation with the
opportunity to reinvest their dividends automatically in additional
shares of Common Stock. The Plan also provides shareholders with
the opportunity to make additional voluntary cash payments, within
specified limits, to purchase additional shares of Common Stock
without the payment of any service charges
or brokerage commissions.
c) Participants' funds will be fully utilized through the crediting of
fractional shares of stock to their accounts under the Plan.
Because the shares of stock held under the Plan are held in "book
entry" form, participants avoid cumbersome safekeeping and record
keeping costs through the free custodial and reporting services
furnished under the Plan.
d) Participants will receive periodic statements of the transactions
for their accounts under the Plan.
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Administration
3. Who administers the Plan for participants?
Peoples Bank of Glen Rock, a wholly owned subsidiary of the Corporation,
will administer the Plan as agent for the participants (the "Plan
Administrator"). In such capacity, the Plan Administrator will send periodic
statements of account to participants and perform other administrative duties
relating to the Plan. Shares purchased for a participant under the Plan will
be held by the Plan Administrator and registered in its name or the name of
its nominee.
Any notices, questions or other communications relating to the Plan
should include the participant's account number and should be addressed to:
Peoples Bank of Glen Rock
Attention: Trust and Investment Services
Plan Administrator, Codorus Valley Bancorp, Inc.
Dividend Reinvestment and Stock Purchase Plan
120 Pine Grove Commons
York, PA 17403
Participants who have questions regarding the Plan also may contact the Plan
Administrator by telephoning (717) 235-6871 or (717) 846-1970.
Participation
4. Who is eligible to participate in the Plan?
Generally, record holders of Common Stock of the Corporation will be
eligible to participate in the Plan. However, the Corporation may refuse to
offer the Plan to various shareholders of the Corporation, including for the
reason that the state in which the shareholder resides may require
registration, qualification or exemption of the Common Stock to be issued
under the Plan, or registration or qualification of the Corporation or any of
its officers or employees as a broker, dealer, salesman or agent. Beneficial
owners whose shares are registered in the name of a nominee, such as a
brokerage firm or securities depository, may not participate in the Plan
unless such shares are transferred into the record name of the beneficial
owner. Also, persons, other than the Bank or the Bank's Trust Department,
who beneficially own four percent (4%) or more of the Corporation's Common
Stock are prohibited from enrolling in the Plan. Participants, other than
the Bank or the Bank's Trust Department who become beneficial owners of four
percent (4%) or more of the Corporation's Common Stock will be terminated
from further participation in the Plan upon achieving such ownership status.
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Subject to the limitations in the paragraph immediately above and
without limiting the generality of this statement, participants in the Plan
may make voluntary cash payments of not less than One Hundred Dollars
($100.00) per payment or more than Three Thousand Dollars ($3,000.00) per
quarter. See Number 14 below.
5. How does an eligible shareholder become a participant in the Plan?
Any eligible shareholder may join the Plan at any time by completing and
signing the authorization form included with this Prospectus and returning it
to the Plan Administrator. Additional authorization forms may be obtained at
anytime from the Plan Administrator. A properly completed authorization form
must be received at least ten (10) business days before a dividend record
date in order for the dividends payable on that date to be reinvested in the
Corporation's Common Stock under the Plan.
6. Must a shareholder authorize dividend reinvestment on a minimum number
of shares?
No. There is no minimum number of shares required for participation in
the Plan. However, a shareholder may participate in the Plan only with
respect to all of his or her shares of the Corporation's Common Stock; that
is, a shareholder may not participate in the Plan with respect to fewer than
all of his or her shares of Common Stock.
Purchases
7. How are shares of Common Stock acquired under the Plan?
Cash dividends payable upon the Corporation's Common Stock held by
persons participating in the Plan will be paid to the Plan Administrator.
The dividends paid to the Plan Administrator will not include any applicable
taxes withheld by the Corporation. The Plan Administrator will pool these
cash dividends together with all voluntary cash payments received and, with
respect to shares to be purchased on the open market, will transfer them to
an independent purchasing agent (the "Plan Purchasing Agent"), which will be
a broker-dealer registered under the Securities Exchange Act of 1934 and may
be a bank, trust company, brokerage firm, or other independent fiduciary, as
selected by the Plan Administrator. The Plan Purchasing Agent will use the
funds to purchase shares of the Corporation's Common Stock on the open market
for the Plan accounts of the participants. Alternatively, the Plan
Administrator will acquire shares directly from the Corporation, or pursuant
to certain negotiated transactions. A combination of the foregoing methods
may be utilized as the Corporation directs. In any event, each participant's
account will be credited with a pro rata share of such purchased shares.
Shares purchased from the Corporation will be its authorized but unissued shares
of its Common Stock.
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8. When will shares of Common Stock be purchased under the Plan?
Purchases of shares of Common Stock will be made as soon as reasonably
possible after the applicable investment date, but not more than hirty (30)
days after such date.
Voluntary cash payments will be accepted for investment, and will be
invested, only in connection with a dividend payment date. Because
participants will not be credited with interest on their voluntary cash
payments prior to investment and because the Plan Administrator is
prohibited from holding such voluntary cash payments for extended periods of
time prior to investing them, participants are strongly encouraged to submit
their voluntary cash payments as near as possible to the applicable dividend
payment date. For investment of a voluntary cash payment to occur on a
particular investment date, the voluntary cash payment must be received by
the Plan Administrator no earlier than ten (10) days prior to the
coresponding dividend payment date, allowing adequate time for the checks or
other drafts to clear prior to the corresponding dividend payment date.
Historically, the Corporation has declared regular, quarterly cash dividends
to shareholders of record as of the fourth Tuesday of each of January, April,
July and October and has paid such dividends two weeks after the respective
record date.
Purchases of Common Stock in the open market or in negotiated
transactions may occur over one or more trading days.
9. hat will be the price of stock purchased under the Plan?
For purchases of shares of Common Stock on the open market, or in
negotiated transactions, the purchase price will be the pro rata share of the
prices actually paid for the shares (excluding brokerage commissions, if any) at
the time such purchases are made. For shares of Common Stock purchased by
the Plan Administrator directly from the Corporation, the purchase price will
be the fair market value of the stock as of the applicable investment date.
During the time that the Corporation's Common Stock is not listed or traded on
an established stock exchange or in the NASDAQ National Market System, or
quoted by NASDAQ, the fair market value of the stock will be the average of
the lowest bid and asked quoted prices per share of the Common Stock on the
applicable investment date as reported by one or more brokerage firms
selected by the Plan Administrator which then make a market in the
Corporation's Common Stock. If there are no such bid and asked quotations on
that date, the quoted per share price (or average quoted per share prices, if
several) reported on the applicable investment date, whether bid or asked,
will be used.
10. How many shares will be purchased for participants?
The number of shares that will be purchased for each participant will
depend upon the amount of cash dividends to be reinvested for the
participant, the amount of any
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voluntary cash payments and the fair market value and/or actual trading price
of the shares purchased. Each participant's account will be credited with
the whole and fractional shares (calculated to four (4) decimal places) equal
to the pro rata amount invested for the respective participant, divided by
the applicable purchase price per share. The applicable purchase price per
share will be the total amount of dividends invested divided by the total
shares purchased.
11. Will dividends on shares in participants' accounts be used to purchase
shares?
Yes. Dividends subsequently paid on shares which have been purchased
under the Plan will also be used to purchase the Corporation's Common Stock,
thereby compounding each participant's investment. Fractional shares held
under the Plan for a participant's account will receive dividends in the same
way as a whole share, but in proportion to the size of the fractional share.
12. Are there any expenses to participants in connection with purchases
under the Plan?
The Corporation will pay all costs of administration of the Plan. The
Corporation will also pay all brokerage fees incurred pursuant to purchases
of Common Stock made under the Plan.
Voluntary Cash Payments
13. Who will be eligible to make voluntary cash payments?
All record holders of Common Stock who elect to have dividends
reinvested and who are eligible to participate in accordance with the
provisions of this Plan may also elect to make voluntary cash payments.
14. What are the limitations on voluntary cash payments?
Participants are strongly encouraged to submit any voluntary cash
payments as near as possible to the applicable dividend payment date (See
Number 8 above). Voluntary cash payments received too early or late will be
returned to participants.
Voluntary cash payments may not be less than One Hundred Dollars
($100.00) per payment or total more than Three Thousand Dollars ($3,000.00)
per quarter. The Corporation reserves the right, in its sole discretion, to
determine whether voluntary cash payments are made on behalf of an eligible
participant.
15. How does the voluntary cash payment option work?
A voluntary cash payment may be made by enclosing a check or money order
with
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the executed Authorization Form (for new participants) or by forwarding a
check or money order to the Plan Administrator with a payment form that will
accompany each statement of account. Checks and money orders should be made
payable to "Peoples Bank of Glen Rock" and should include the participant's
account number and taxpayer identification number. Additional payment forms
may be obtained from the Plan Administrator.
Any voluntary cash payment received by the Plan Administrator within the
period described in Numbers 8 and 14 above will be applied to the purchase of
shares of Common Stock on the following investment date at a price determined
in accordance with the provisions of the Plan. No interest will be paid on
voluntary cash payments held by the Plan Administrator prior to the
respective investment date.
Reports to Participants
16. What reports will be sent to participants in the Plan?
Each participant will receive periodic statements of account showing:
the amount of dividends invested for the participant; the amount of voluntary
cash payments made by the participant; any taxes withheld; the net amount
invested; the amount of brokerage fees paid on behalf of the participant; the
number of shares of stock purchased; the price per share; and the total
number of shares accumulated for the participant under the Plan. These
statements will serve as a record of the transactions for the participant
under the Plan, and should be retained for income tax purposes. Each
participant also will receive the same communications sent to all other
persons holding Common Stock of the Corporation, as well as Internal Revenue
Service information for reporting dividend income received.
Voting Rights
17. How will a participant's shares be voted at meetings of shareholders?
For each meeting of the Corporation's shareholders, each participant
will receive proxy materials which will enable him or her to direct the Plan
Administrator, as record holder, to vote whole shares and fractional
interests credited to his or her Plan account. Shares held by the Plan
Administrator for the account of a participant who does not properly return a
proxy will not be voted. Participants will vote shares registered in their
own names directly, or by proxy, as they have in the past.
Federal Income Tax Information
18. What are the federal income tax consequences of participating in the Plan?
For federal income tax purposes, a participant in the Plan will be treated
as having
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received on the dividend payment date, the full amount of dividends allocable
to such participant regardless of whether such dividends are actually paid in
cash, withheld for the payment of taxes, or invested in additional shares of
Common Stock pursuant to the Plan. Additionally, the participant will be
deemed to have received taxable income in the amount of commissions and other
brokerage expenses paid in purchasing shares on the participant's behalf. The
per share tax basis of shares acquired for a participant under the Plan will
be the price per share reported on the periodic statement of account supplied
to each participant after each applicable investment date, and will include
the amount of brokerage commissions paid on behalf of the participant.
The holding period for shares acquired pursuant to the Plan will begin on
the day after the date the shares are acquired for a participant's account.
In the case of any participant as to whom federal income tax withholding on
dividends is required, and in the case of a foreign participant whose taxable
income under the Plan is subject to federal income tax withholding, dividends
will be reinvested net of the amount of tax withheld under applicable law.
A participant will not realize any taxable income upon receipt of
certificates for whole shares credited to the participant's account, either
upon the participant's withdrawal of those shares from the Plan or upon
termination of participation in the Plan. A participant who sells or
exchanges shares previously received from the Plan, or who directs the Plan
Administrator to sell his or her Plan shares, may, however recognize gain or
loss. A participant also will recognize gain or loss upon the receipt of a
cash payment for a fractional share credited to the participant's account
upon termination of participation in the Plan. The amount of gain or loss in
either case will be the difference between the amount the participant
receives for the Plan shares or fractional share and the participant's tax
basis in such shares or fractional share.
Participants who purchase Common Stock under the Plan with voluntary
cash payments should not be required to recognize income in connection with
such purchases, aside from the amount of commissions and other brokerage
expenses paid on behalf of the participant which amounts will be taxable.
The tax basis of shares purchased under these circumstances will be equal to
the purchase price as adjusted for the amount of commission expenses paid on
behalf of participants. The holding period for such shares will commence on
the day after the shares are acquired.
The foregoing summary is based upon an interpretation of current federal
income tax laws, and assumes that dividends paid by the Corporation will be
from its earnings and profits. PARTICIPANTS SHOULD CONSULT THEIR OWN TAX
ADVISORS TO DETERMINE PARTICULAR TAX CONSEQUENCES, INCLUDING STATE TAX
CONSEQUENCES, WHICH MAY RESULT FROM PARTICIPATION IN THE PLAN, AND ANY
SUBSEQUENT DISPOSAL OF SHARES ACQUIRED PURSUANT TO THE PLAN.
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Withdrawal of Shares from Plan Accounts
19. How may a participant withdraw shares purchased under the Plan?
A participant may withdraw all or a portion of the whole shares of
Common Stock credited to his or her account by notifying the Plan
Administrator in writing to that effect and specifying in the notice the
number of shares to be withdrawn. Certificates for whole shares of Common
Stock so withdrawn from the Plan will be placed in the name of the
participant and issued to the participant. No certificates for fractional
shares will be issued under any circumstance. Any notice of withdrawal
received from a participant less than ten (10) business days before a
dividend record date will not be effective until the participant's dividends
paid on that date have been reinvested and the shares credited to the
participant's account.
Dividends on shares withdrawn from a participant's account will continue
to be reinvested unless the participant otherwise notifies the Plan
Administrator in writing. A participant who withdraws all of the whole and
fractional shares from his or her account will be treated as having
terminated participation in the Plan.
20. May a participant elect to have the withdrawn shares sold?
Yes. A participant may request the Plan Administrator to sell the
shares being withdrawn from his or her account under the Plan. Participants
should specify in their notice of withdrawal the number of shares to be sold.
The Plan Administrator will direct the Plan Purchasing Agent to execute a
sale order for such shares providing for the sale of such shares within
thirty (30) days of receipt of the notice, and providing for the Plan
Purchasing Agent to deliver to the participant a check for the proceeds of
the sale, less any brokerage commissions, applicable withholding taxes and
transfer taxes incurred in connection with the sale. A request for shares to
be sold must be signed by all persons in whose names the account appears,
with signatures guaranteed.
Termination of Participation
21. How does a participant terminate participation in the Plan?
A participant may terminate his or her participation in the Plan at any
time by sending written notice in a form satisfactory to the Plan
Administrator. When a participant terminates his or her participation in the
Plan, the Plan Administrator will deliver to the participant one or more
certificates for whole shares credited to the participant's account under the
Plan, a check representing any uninvested dividends and voluntary cash
payments held by the Plan Administrator for the participant under the Plan,
and a check in lieu of the issuance of any fractional share based on the then
current net price or market value per share of the Corporation's Common Stock.
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22. May a participant request shares to be sold?
Yes. A participant who is terminating participation in the Plan may
request in writing that all of the shares in his or her account, both whole
and fractional, be sold. Such a request must be signed by each person in
whose name the Plan account appears, with signatures guaranteed. If such a
sale is requested, the Plan Administrator will direct the Plan Purchasing
Agent to proceed in the same manner as set forth in paragraph 17.
Certificates for Shares
23. Will certificates be issued for shares purchased under the Plan?
Generally not. Certificates for shares purchased for a participant's
account under the Plan will not be issued unless the participant: (i)
requests in writing that the Plan Administrator issue such a certificate;
(ii) withdraws shares from his or her Plan account; or (iii) terminates his
or her participation in the Plan and does not request such shares to be sold
on his or her behalf.
24. In whose name will shares be registered when certificates are issued to
participants?
Certificates will be issued in the name or names that appear on the
participant's account under the Plan. If a participant requests a
certificate to be registered in a name other than that shown on the account,
the request must be signed by all persons in whose names the account appears,
with signatures guaranteed, and accompanied by such other documentation as
the Plan Administrator may require.
Other Information
25. May a participant pledge shares held under the Plan or transfer rights
under the Plan?
No. Shares credited to a participant's account under the Plan may not be
pledged or assigned, nor may any rights or interests under the Plan be
transferred, pledged or assigned, and any purported pledge, assignment or
transfer shall be void. A participant who wishes to pledge or assign his or
her shares held under the Plan must withdraw those shares from the Plan.
26. What happens if a participant sells or transfers all of the shares of
Common Stock registered in his or her name?
A participant who no longer has shares of the Corporation's Common Stock
held of record in his or her name may continue to participate in the Plan as
long as the Plan Administrator holds at least one whole share for the
participant's account under the Plan.
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27. What happens if the Corporation declares a stock dividend or a stock split?
If the Corporation declares a stock dividend or effects a stock split,
any shares resulting from the stock dividend or stock split with respect to
Common Stock in a participant's account will be adjusted to give effect to
the split. In such event, the number of shares available for issuance under
the Plan shall likewise be adjusted.
28. May the Plan be modified or terminated?
Yes. The Corporation reserves the right to suspend, modify or terminate
the Plan at any time. Participants will receive notice of any suspension,
termination or material modification of the Plan. The Corporation also
reserves the right to terminate, at its sole discretion, any shareholder's
participation in the Plan at any time. The Corporation or Plan Administrator
may adopt rules and regulations from time to time to facilitate the
administration of the Plan.
29. What are the liabilities of the Corporation or the Plan Administrator
under the Plan?
The Corporation and the Plan Administrator shall not be liable for any
act taken in good faith or for any good faith omission to act, including
without limitation, any claims of liability (a) arising out of failure to
terminate a participant's account upon his or her death, and (b) with respect
to the prices at which shares of the Corporation's Common Stock are purchased
or sold, the times when or the manner in which such purchases or sales are
made, the decision whether to purchase such shares of Common Stock on the
open market or from the Corporation, fluctuations in the market value of the
Common Stock, and (c) any matters relating to the operation or management of
the Plan.
EXPERTS
The consolidated financial statements of the Corporation and
subsidiaries are incorporated herein by reference in reliance upon the report
set forth therein of Ernst & Young LLP, independent certified public
accountants, and upon the authority of such firm as experts in accounting and
auditing.
LEGALITY
The legality of Common Stock covered hereby has been passed upon for the
Corporation by Shumaker Williams, P.C., Special Counsel.
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CODORUS VALLEY BANCORP, INC.
Dividend Reinvestment and Stock Purchase Plan
AUTHORIZATION FORM
This will confirm that I (we) have received the Prospectus describing
the Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock Purchase
Plan (the "Plan") and agree to the terms and conditions of the Plan as set
forth in the Prospectus.
I (We) hereby appoint Peoples Bank of Glen Rock, or such other bank or
corporation as may succeed it pursuant to the Plan (or any modification
thereof), as my (our) agent (the "Plan Administrator"), to act as such upon
and subject to the terms and conditions of the Plan as set forth in the
Prospectus.
I (We) hereby authorize Codorus Valley Bancorp, Inc. (the "Company") to
pay the Plan Administrator for my (our) account under the Plan, all cash
dividends payable in respect of all Common Shares of the Company registered
in my (our) name(s).
I (We) hereby authorize the Plan Administrator, as provided in the Plan,
to apply all such cash dividends and cash dividends on shares held by the
Plan Administrator for me (us) under the Plan, as well as any additional cash
payments made by me (us) as provided in the Plan, to the purchase of
additional Common Shares for my (our) account under the Plan. I (We) may
terminate this authorization and appointment at any time by so notifying the
Plan Administrator in writing of my (our) withdrawal from the Plan.
Date: ____________________________ ___________________________________
Shareholder Name (Please Print)
Date: ____________________________ ___________________________________
Shareholder Signature
(If Joint Account):
Date: ____________________________ ___________________________________
Shareholder Name (Please Print)
Date: ____________________________ ___________________________________
Shareholder Signature
Shareholder: Please sign exactly as name appears on stock certificate. Mail
to Peoples Bank of Glen Rock, Attention: Trust and Investment
Services, Plan Administrator, Codorus Valley Bancorp, Inc.,
Dividend Reinvestment and Stock Purchase Plan, 120 Pine Grove
Commons, York, PA 17403
(If you are submitting a voluntary cash payment with this
Authorization Form, please note that there is a minimum and
maximum purchase amount. Please make your check or money
order payable to Peoples Bank of Glen Rock and enter your
taxpayer identification number thereon.)
THIS IS NOT A PROXY
16
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other expenses of issuance and distribution
<TABLE>
<S> <C>
Registration Fee $ 260
Legal Fees and Expenses 7,500
Printing Fees and Postage 1,000
Miscellaneous 1,200
$ 9,960
</TABLE>
Item 15. 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. Section 1741-1750) provides
that a business corporation shall have 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:
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(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.
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.
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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, 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,
19
<PAGE>
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:
(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
20
<PAGE>
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 public policy of the
Commonwealth of Pennsylvania.
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.
Article 23 of the By-laws of the Registrant provides 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
21
<PAGE>
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 16. Exhibits
Exhibit 3(a) Restated Articles of Incorporation of the Corporation**
Exhibit 3(b) Bylaws of the Corporation***
Exhibit 4(a) Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock
Purchase Plan
Exhibit 5 Opinion of Shumaker Williams, P.C., Special Counsel to the
Corporation
Exhibit 24(a) Consent of Ernst & Young LLP
Exhibit 24(b) Consent of Shumaker Williams, P.C. (included as part of
Exhibit 5)
** Incorporated by reference to Exhibit 3A of Form 10-K for the fiscal year
ended December 31, 1992 (File No. 0-15536).
*** Incorporated by reference to Exhibit 3B of the Corporation's Form 10-K
for the fiscal year ended December 31, 1990 (File No. 0-15536).
Item 17. Undertakings
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; and (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 clauses (i) and (ii) do not
apply if the information required to be included in a post-
effective amendment
22
<PAGE>
by those clauses is contained in periodic reports filed 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 such 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.
(4) That, for the purposes of determining any liability under the
Section 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.
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 provisions described
under Item 15 above, 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.
23
<PAGE>
SIGNATURES
Pursuant to 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-3 and has duly caused this Post-Effective Amendment No. 2 to
the registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized in the County of York, State of Pennsylvania on
June 28, 1995.
CODORUS VALLEY BANCORP, INC.
By: /s/ Larry J. Miller
___________________________
Larry J. Miller, President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Post-
Effective Amendment No. 2 to the registration statement has been signed by
the following persons in the capacities and on the dates indicated.
Capacity Date
/s/ George A. Trout Chairman of the Board June 28, 1995
______________________________ and Director
George A. Trout, D.D.S.
/s/ Larry J. Miller President and Chief June 28, 1995
______________________________ Executive Officer and
Director
Larry J. Miller
(Principal Executive Officer)
/s/ Jann Allen Weaver Chief Financial and June 28, 1995
______________________________ Accounting Officer
Jann Allen Weaver
(Principal Financial and
Accounting Officer)
/s/ D. Reed Anderson Director June 28, 1995
______________________________
D. Reed Anderson, Esquire
/s/ M. Carol Druck Director June 28, 1995
______________________________
M. Carol Druck
/s/ MacGregor S. Jones Director June 28, 1995
______________________________
MacGregor S. Jones
24
<PAGE>
/s/ Barry A. Keller Director June 28, 1995
______________________________
Barry A. Keller
/s/ Rodney L. Krebs Director June 28, 1995
______________________________
Rodney L. Krebs
/s/ Dallas L. Smith Director June 28, 1995
______________________________
Dallas L. Smith
/s/ Donald H. Warner Director June 28, 1995
______________________________
Donald H. Warner
25
<PAGE>
EXHIBIT INDEX
Exhibit 3(a) Restated Articles of Incorporation of the Corporation**
Exhibit 3(b) Bylaws of the Corporation***
Exhibit 4(a) Codorus Valley Bancorp, Inc. Dividend Reinvestment and Stock
Purchase Plan
Exhibit 5 Opinion of Shumaker Williams, P.C., Special Counsel to the
Corporation
Exhibit 24(a) Consent of Ernst & Young LLP
Exhibit 24(b) Consent of Shumaker Williams, P.C. (included as part of
Exhibit 5)
** Incorporated by reference to Exhibit 3A of Form 10-K for the fiscal year
ended December 31, 1992 (File No. 0-15536).
*** Incorporated by reference to Exhibit 3B of Form 10-K for the fiscal year
ended December 31, 1990 (File No. 0-15536).
26
EXHIBIT 4(a)
Codorus Valley Bancorp, Inc.
Dividend Reinvestment and Stock Purchase Plan
<PAGE>
CODORUS VALLEY BANCORP, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
1. PURPOSE
The purpose of this Dividend Reinvestment and Stock Purchase Plan is
to provide the common shareholders of Codorus Valley Bancorp, Inc. with a
convenient method to invest cash dividends payable with respect to its Common
Stock in additional shares of its Common Stock and voluntary cash payments as
hereinafter provided.
2. DEFINITIONS
For purposes of this Plan:
(a) "Account" shall mean the account held by the Plan Administrator for
a Participant to which his or her Plan Shares are credited.
(b) "Authorization Form" shall mean the form or other document
prescribed by the Plan Administrator as the required evidence of an
election by an eligible shareholder of the Corporation to participate
in the Plan.
(c) "Corporation" shall mean Codorus Valley Bancorp, Inc.
(d) "Dividend" shall mean a dividend payable by the Corporation in cash
with respect to its Stock.
(e) "Fair Market Value" shall mean the value of a share of Stock as of
the applicable date determined by the Plan Administrator as follows:
(i) If the Stock is listed on an established organized stock
exchange, the Fair Market Value shall be the closing
price per share for the Stock on such stock exchange on
the applicable date or, if no sale of the Stock occurred
on such stock exchange on that date, the closing price
per share for the Stock on such stock exchange on the
next preceding day on which a sale of Stock occurred.
(ii) If the Stock is not listed on an established stock
exchange but is listed in the National Market System of
the Association of Securities Dealers Automated
Quotation System ("NASDAQ"), the Fair Market Value
shall be the average of the highest and lowest trading
prices per share for the Stock on the applicable date or,
if no trade of the Stock occurred in said National
Market System on that date, the average of the highest
and lowest trading prices per share for the Stock on the
<PAGE>
next day on which the Stock was traded in said
National Market System.
(iii) If the Stock is not listed on an established stock
exchange or in the NASDAQ National Market System
but is quoted by NASDAQ, the Fair Market Value shall
be the average of the closing dealer bid and asked
prices per share for the Stock quoted by NASDAQ on
the applicable date or, if no such bid and asked prices
are quoted by NASDAQ on that date, the average of
the closing dealer bid and asked prices per share for the
Stock quoted by NASDAQ on the next day on which
such prices were quoted by NASDAQ.
(iv) If the Stock is not listed on an established stock
exchange or in the NASDAQ National Market System,
or quoted by NASDAQ, the Fair Market Value shall be
the average of the lowest bid and highest asked prices
per share for the Stock quoted on the applicable date by
one or more brokerage firms selected by the Plan
Administrator which then make a market in the Stock
or, in the absence of any such bid and asked prices
quoted on such date, the quoted per share price (or
average of the quoted per share prices, if several),
whether bid or asked, for the Stock reported on the
applicable date.
(f) "Investment Date" shall mean the day during a month on which a
Dividend is payable, and in any other month, the fifteenth
(15th) day of such month, or if in any case, such day is not a
business day on which securities are traded, then the next
following business day on which securities are traded.
(g) "Participant" shall mean a shareholder of the Corporation who is
participating in the Plan.
(h) "Plan" shall mean this Dividend Reinvestment and Stock Purchase
Plan.
(i) "Plan Administrator" shall mean a banking subsidiary of the
Corporation, or such other administrator as the Corporation may, in
its sole discretion, from time to time select.
2
<PAGE>
(j) "Plan Purchasing Agent" shall mean an entity registered as a
broker-dealer under the Securities Exchange Act of 1934 which entity
may be a bank, trust company, brokerage firm or other independent
fiduciary institution selected by the Plan Administrator for purposes
of purchasing shares in the open market on behalf of the Plan. The
Corporation reserves the right to select a new Plan Purchasing Agent
at any time.
(k) "Plan Shares" shall mean the shares of Stock, whole and fractional,
that are held by the Plan Administrator for the benefit of the
Participants under the Plan.
(l) "Stock" shall mean the Common Stock of the Corporation, having a
par value of $2.50 per share.
3. ADMINISTRATION
The Plan shall be administered by the Plan Administrator. All Plan
Shares will be registered in the name of the Plan Administrator, or its
nominee, as agent for the Participants and will be credited to the respective
Accounts of the Participants.
4. PARTICIPATION
All holders of record of Stock are and shall be, and all Participants
shall be eligible to participate in the Plan, except as otherwise determined
from time to time by the Board of Directors of the Corporation. Without
limiting the foregoing, the Board of Directors may refuse to offer the Plan to
shareholders residing in any state that requires (i) the registration or
qualification of the Stock to be issued pursuant to the Plan, or
exemption therefrom, or (ii) the registration or qualification of the
Corporation or the Plan Administrator, or any of their respective officers
or employees, as a broker, dealer, salesman or agent. A beneficial owner
whose shares of Stock are registered in a name other than his or her own must
become a shareholder of record by having all or a part of such shares
transferred into his or her own name in order to participate in the Plan.
Also, persons other than Peoples Bank of Glen Rock (the "Bank") or the
Bank's Trust Department, who beneficially own four percent (4%) or more of
the Corporation's Common Stock are prohibited from enrolling in the Plan.
Participants, other than the Bank or the Bank's Trust Department who become
beneficial owners of four percent (4%) or more of the Corporation's Common
Stock will be terminated from further participation in the Plan upon
achieving such ownership status.
3
<PAGE>
5. ENROLLMENT
Any eligible shareholder of record of the Corporation may enroll in
the Plan at any time by completing and signing an Authorization Form and
returning it to the Plan Administrator. If an Authorization Form requesting
reinvestment of Dividends is received by the Plan Administrator at least ten
(10) business days before the record date established for a particular
Dividend, reinvestment will commence with that Dividend. If an
Authorization Form is received from a shareholder less than ten (10) business
days before the record date established for that particular Dividend, the
reinvestment of Dividends will begin with the payment of Dividends following
the next Dividend record date if at that time the shareholder is still a
record holder of Stock.
A holder of Stock of record may participate in the Plan only with
respect to all of his or her Stock, and may not participate in the Plan with
respect to less than all of his or her shares of Stock, whether held by the
Participant of record or in his or her Account. As long as the Plan
Administrator is holding any Plan Shares in a Participant's Account, a
Participant may continue to participate in the Plan with respect to such Plan
Shares, even if the Participant holds of record no shares of Stock in his or her
name.
6. VOLUNTARY CASH PAYMENTS
Any eligible shareholder of record who is enrolled in the Plan and who
is eligible to participate in accordance with the provisions of the Plan may
also elect to make voluntary cash payments by enclosing a check or money order
with the executed Authorization Form (for new participants) or by forwarding
a check or money order to the Plan Administrator with a payment form that will
accompany each statement of account. Checks and money orders shall be made
payable to "Peoples Bank of Glen Rock" and should include the participant's
account number and taxpayer identification number. The amount of such voluntary
cash payments may not be less than One Hundred Dollars ($100.00) per payment or
total more than Three Thousand Dollars ($3,000.00) per quarter. The
Corporation reserves the right, in its sole discretion, to determine whether
voluntary cash payments are made on behalf of an eligible participant.
Voluntary cash payments will be accepted for investment, and will be invested,
only in connection with a dividend payment date. Because participants will
not be credited with interest on their voluntary cash payments prior to
investment and because the Plan Administrator is prohibited from holding such
voluntary cash payments for extended periods of time prior to investing them,
participants must submit their voluntary cash payments as near as possible to
the applicable dividend payment date. For investment of a voluntary cash
payment to occur on a particular investment date, the voluntary cash payment
must be received by the Plan Administrator no earlier than ten (10) days
prior to the corresponding dividend payment date, allowing adequate time for
the checks or other drafts to clear prior to the corresponding dividend payment
date.
4
<PAGE>
7. PURCHASES
On each date that Dividends are payable, the Corporation will pay to
the Plan Administrator the Dividends payable with respect to the Stock of the
Participants, including their Plan Shares, less any applicable withholding
taxes. As of each Investment Date, the Plan Administrator will use the
amount of the available Dividends so received from the Corporation, together
with voluntary cash payments received from participants, to purchase Stock
for the Accounts of the Participants. The Plan Administrator shall: (i)
purchase Stock from the Corporation; (ii) direct the Plan Purchasing Agent to
purchase the Stock in the open market; (iii) arrange for the purchase of
Stock in negotiated transactions; or (iv) employ a combination of the
foregoing, as directed from time to time by the Corporation. Stock purchased
from the Corporation will be its authorized but unissued shares of Stock.
Purchases of Stock from the Corporation under the Plan shall be made
as soon as reasonably possible after the Investment Date, but not more than
thirty (30) days after such date. Open market purchases of Stock under the
Plan will be made by the Plan Purchasing Agent on or as soon as reasonably
possible after each Investment Date, but not more than thirty (30) days after
such date. Neither the Corporation nor the Plan Administrator will exercise
discretion or control over the methods or timing of purchases made by the
Plan Purchasing Agent pursuant to the Plan. If any Stock is purchased in the
open market and/or in negotiated transactions, no Stock will be allocated to a
Participant's Account until all Stock has been purchased for all Participants
that month, whether from the Corporation, in the open market, or in
negotiated transactions.
The purchase price of Stock purchased from the Corporation under the
Plan shall be the Fair Market Value of the Stock as of the Investment Date.
The purchase price of Stock purchased under the Plan in the open market
and/or in negotiated transactions will be the Participant's pro rata share of
the actual costs, including any brokerage commissions, incurred by the Plan
Administrator for such purchases. In the event of purchases of Stock
from the Corporation and in the open market and/or in negotiated transactions,
the purchase price per share of Stock to be charged to each Participant will
be based upon the weighted averages of the prices of all shares purchased.
Each Participant's Account will be credited with the number of whole and
fractional shares, calculated to four (4) decimal places, equal to the amount
to be invested for the Participant divided by the applicable purchase price.
8. DIVIDENDS ON PLAN SHARES
As the record holder of the Plan Shares held in Participants' Accounts
under the Plan, the Plan Administrator will receive Dividends, less any
applicable withholding taxes, payable with respect to all Plan Shares held on
each Dividend record date, will credit such
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<PAGE>
Dividends to Participants' Accounts on the basis of the Plan Shares held in
each Account, and will reinvest such Dividends in Stock under the Plan.
9. COSTS
All costs of administration of the Plan and service charges will be
paid by the Corporation. No brokerage fees will be charged to Participants
in connection with the purchase of Stock, but Participants will be charged
the full actual cost, including any brokerage commissions, of all shares of
Stock sold on their behalf pursuant to the Plan.
10. REPORTS TO PARTICIPANTS
As soon as practicable after each Investment Date, the Plan
Administrator will mail to each Participant for whose Account a transaction
has occurred under the Plan, a statement showing:
(a) the amount of Dividends and voluntary cash payments applied for the
Participant toward such investment;
(b) any taxes withheld;
(c) the net amount invested;
(d) the number of Plan Shares purchased;
(e) the price per share at which Plan Shares were purchased; and
(f) the total Plan Shares accumulated in the Participant's Account.
Each Participant will receive annually, information for the purpose of
reporting his or her Dividend income and other relevant information,
including brokerage commissions and other expenses paid on the participant's
behalf, in accordance with applicable tax laws.
11. VOTING OF PLAN SHARES
The whole number of shares of Stock credited to the Account of a
Participant under the Plan will be voted at meetings of shareholders of the
Corporation by the Plan Administrator, as record holder, in accordance with
the instructions of the Participant as delivered by the Participant as and
when prescribed by the Corporation or the Plan Administrator. In the absence
of providing such instructions to the Plan Administrator, the Plan Shares of
a Participant will not be voted.
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12. WITHDRAWAL OF PLAN SHARES
Participants may withdraw all or a portion of the whole Plan Shares in
their Accounts by notifying the Plan Administrator in writing to that effect
and specifying in the notice the number of shares to be withdrawn.
Certificates for whole shares of Stock so withdrawn will be registered in the
name of the Participant and issued to the Participant within thirty (30) days
of the Plan Administrator's receipt of notice of withdrawal. Certificates for
fractional shares of Stock will not be issued under any circumstance. Any
notice of withdrawal from an Account received less than ten (10) business days
prior to a Dividend record date will not be effective until Dividends paid on
such record date with respect to the Plan Shares in the Account have been
reinvested in Stock under the Plan and such Stock has been credited to the
Participant's Account.
Participants may request the Plan Administrator to sell the Plan
Shares that are being withdrawn from their Accounts by specifying in the
notice of withdrawal, the number of shares to be sold. The Plan
Administrator will execute a sale order for such shares within thirty (30)
days of receipt of the notice, and will deliver to the Participant a check
for the proceeds of the sale, less any brokerage commissions, applicable
withholding taxes and transfer taxes incurred. A request for Plan Shares to
be sold must be signed by each person in whose name the Account appears, with
signatures guaranteed.
Any Plan Shares remaining in a Participant's Account after withdrawal
will continue to be held for the Participant by the Plan Administrator, with
Dividends on such Plan Shares continued to be reinvested under the Plan. A
Participant who withdraws all of the Plan Shares in his or her Account will
be treated as having terminated participation in the Plan.
13. TERMINATION OF PARTICIPATION
Participation in the Plan may be terminated by a Participant at any
time by giving written notice thereof to the Plan Administrator in a form
established by the Plan Administrator. The Corporation in its sole
discretion at any time may send written notice to a Participant, with a copy
sent to the Plan Administrator, by which the Participant's participation in the
Plan is terminated; in any such case, the Participant shall be treated as if
he or she has terminated participation in the Plan as of the date of mailing
of such notice.
Within thirty (30) days after the date on which any such notice is
received by the Plan Administrator (the "Termination Date"), the Plan
Administrator will deliver to the Participant: (a) a certificate for all
whole Plan Shares held in the Participant's Account, (b) a check representing
any uninvested Dividends held by the Plan Administrator for the Participant,
and (c) a check in lieu of the issuance of any fractional share of Stock
credited to the Participant's Account, equal to (i) the proceeds from the
sale of such fractional share on the open market, less any brokerage
commissions, and applicable withholding taxes and transfer taxes incurred,
or (ii) the fractional share multiplied by the Fair Market Value of
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the Stock as of the Termination Date. Any notice of Plan termination
received from a Participant less than ten (10) business days prior to a
Dividend record date will not be effective until the Dividends paid on such
record date with respect to the Plan Shares in the Account have been
reinvested in Stock under the Plan and such Stock has been credited to the
Participant's Account.
In the alternative, a Participant may request in his or her notice of
Plan termination delivered to the Plan Administrator, that all of the Plan
Shares in the Participant's Account be sold. A request for Plan Shares to be
sold must be signed by all persons in whose names the Account appears, with
signatures guaranteed. If such a sale is requested, the Plan Administrator
will direct the Plan Purchasing Agent to execute a sale order providing
for the sale of such Plan Shares within thirty (30) days of its receipt of such
request, and will also direct the Plan Purchasing Agent to deliver to the
Participant a check for the proceeds of the sale, less any brokerage
commissions, applicable withholding taxes and transfer taxes incurred.
14. STOCK CERTIFICATES
Unless a request is made in writing to the Plan Administrator,
Participants will not be issued certificates for shares held in custody by
the Plan Administrator. Certificates will, however, be issued to
Participants upon withdrawal of Plan Shares or upon termination of
participation in the Plan and will be registered in the name or names in which
the Participant's Account is maintained. If a Participant requests a
certificate to be registered in a name other than that shown on the Account,
such request must be signed by all persons in whose names the Account is
registered, with signatures guaranteed, and be accompanied by such other
documentation as the Plan Administrator may require.
Participants may not pledge or assign Plan Shares credited to their
Accounts, or pledge, assign or transfer any of their rights or interests
under the Plan, and any such purported pledge, assignment or transfer shall
be void and of no force or effect.
15. STOCK DIVIDENDS, SPLITS AND OFFERINGS
Any shares of capital stock resulting from a stock dividend or stock
split by the Corporation with respect to the Plan Shares of a Participant
shall be added to the Participant's Account with the Plan Administrator as
additional Plan Shares. Stock dividends or shares resulting from a stock
split that are distributable with respect to shares of Stock held of record in
a Participant's name will be mailed directly to the Participant in the same
manner as are such distributions to the Corporation's shareholders who are not
participating in the Plan.
In the event of any change in the Stock held by the Plan Administrator
under the Plan as a result of a stock split, reverse stock split, stock
dividend or similar transaction,
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the number of Plan Shares shall be appropriately adjusted. Also, the total
shares available for issuance pursuant to the Plan will be adjusted to
reflect the stock split, stock dividend or similar transaction.
In the event of any "rights" or similar offering by the Corporation of
any of its capital stock, the Plan Shares credited to a Participant's Account
shall be treated as shares of Stock held of record by the Participant in his
or her name for purposes of such offering.
16. AMENDMENT, SUSPENSION OR TERMINATION OF PLAN
The Corporation may amend, supplement, suspend, modify or terminate
the Plan at any time without the approval of the Participants. Notice of any
suspension, termination or material amendment of the Plan shall be sent to
all Participants, who shall in all events have the right to withdraw from the
Plan. Any such suspension, termination or material amendment of the Plan
shall not become effective until thirty (30) days after notice is mailed to the
Participants.
17. INTERPRETATION OF PLAN
The Plan, the Authorization Form, and the Participants' Accounts shall
be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania, and applicable state and federal securities laws. Any
question of interpretation arising under the Plan shall be determined by the
Corporation pursuant to applicable state and federal law and the rules and
regulations of all regulatory authorities, and such determination shall
be final and binding upon all Participants and the Plan Administrator. The
Corporation or, with its consent, the Plan Administrator, may adopt rules and
regulations from time to time to facilitate the administration of the Plan.
Where used in this Plan, the plural shall include the singular and, unless the
context otherwise clearly requires, the singular shall include the plural.
The captions of the various paragraphs contained in this Plan are for
convenience only and shall not affect the interpretation or meaning of the
provisions of the Plan.
18. NO LIABILITY OF CORPORATION OR PLAN ADMINISTRATOR
Neither the Corporation nor the Plan Administrator, nor their
respective directors, officers or employees, shall be liable for any act
taken in good faith or for any good faith omission to act, including without
limitation, any claim of liability (a) arising out of failure to terminate a
Participant's Account upon such Participant's death, and (b) with respect to
the prices at which shares of Stock are purchased or sold, the times when or the
manner in which such purchases or sales are made, the decision whether to
purchase shares of Stock on the open market or from the Corporation,
fluctuations in the Fair Market Value of the Stock, and (c) any matters relating
to the operation or management of the Plan.
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The foregoing Dividend Reinvestment Plan of and for Codorus Valley
Bancorp, Inc. approved and adopted by the Board of Directors of said
Corporation on February 25, 1992, to become and be effective on and as of
that date, as revised most recently on December 16, 1994, such revisions to
become and be effective, in accordance with the provisions set forth herein,
on June 28, 1995.
CODORUS VALLEY BANCORP, INC.
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EXHIBIT 5
Opinion of Shumaker Williams, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
P.O. Box 88
Harrisburg, PA 17108
Telephone: (717) 763-1121
June 28, 1995
CODORUS VALLEY BANCORP, INC.
1 Manchester Street
P. O. Box 67
Glen Rock, PA 17327
RE: Codorus Valley Bancorp, Inc. (the "Corporation")
Registration Statement on Form S-3
Post-Effective Amendment No. 2
Our File No. 507-91
Ladies and Gentlemen:
In connection with the above-referenced registration statement
pertaining to the Corporation's Dividend Reinvestment and Stock Purchase Plan
(the "Plan"), we have acted as Special Counsel to the Corporation, and have
examined all documents, transactions and questions of law which we have
deemed necessary and appropriate for purposes of rendering the following
opinion.
Based on our examination, it is our opinion that when the subject
post-effective amendment to the registration statement on Form S-3 becomes
effective under the Securities Act of 1933, those shares of $2.50 par value
Common Stock of the Corporation issued or distributed thereunder and paid for
in accordance with the terms of the Plan will be duly authorized, validly
issued, fully-paid and nonassessable.
We hereby consent to the reference to our firm and to this opinion
appearing in the prospectus filed as part of the registration statement on
Form S-3 as well as any amendments or supplements thereto, and we further
consent to the use of this opinion as an exhibit to such registration
statement.
Sincerely,
SHUMAKER WILLIAMS, P.C.
/s/ Nicholas Bybel, Jr.
_____________________________
By Nicholas Bybel, Jr.
NB/rsf/41439
EXHIBIT 24(a)
Consent of Ernst & Young LLP
<PAGE>
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in Post
Effective Amendment No. 2 to the Registration Statement (Form S-3 No. 33-46171)
and related Prospectus of Codorus Valley Bancorp, Inc. for the registration of
50,000 shares of its common stock and to the incorporation by reference therein
of our report dated January 13, 1995 with respect to the consolidated financial
statements of Codorus Valley Bancorp, Inc. incorporated by reference in the
Annual Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
/s/ Ernst & Young LLP
________________________
ERNST & YOUNG LLP
Harrisburg, Pennsylvania
June 26, 1995
