As filed with the Securities and Exchange Commission on August 19, 1998
Registration No. 333-______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CODORUS VALLEY BANCORP, INC.
-----------------------------------------------------
(Exact Name of Registrant As Specified In Its Charter)
Pennsylvania
------------------------------
(State or other jurisdiction of
incorporation or organization)
Codorus Valley Corporate Center
105 Leader Heights Road
York, Pennsylvania
----------------------------------------
(Address of principal executive offices)
23-2428543
----------
(I.R.S. Employer
Identification No.)
17403
---------
(Zip Code)
CODORUS VALLEY BANCORP, INC. 1998 INDEPENDENT DIRECTORS' STOCK OPTION PLAN
--------------------------------------------------------------------------
(Full title of the plan)
Copies To:
Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
P. O. Box 2887
York, Pennsylvania 17405
(717) 235-6871
-------------------------------------------------
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Nicholas Bybel, Jr., Esquire
B. Tyler Lincoln, Esquire
SHUMAKER WILLIAMS, P.C.
Post Office Box 88
Harrisburg, Pennsylvania 17108
(717) 763-1121
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
<S> <C> <C>
Title of Each Class Amount Proposed Maximum
of Securities to to be Offering Price
be Registered Registered(1) Per Share(2)
Common Stock
$2.50 Par Value 100,000 $22.50
<CAPTION>
<S> <C> <C>
Title of Each Class Proposed Maximum Amount of
of Securities to Aggregate Registration
be Registered Offering Price(2) Fee
Common Stock
$2.50 Par Value $2,250,000.00 $663.75
<FN>
(1) Based on the maximum number of shares of Codorus Valley, Bancorp, Inc.
common stock, par value $2.50 per share ("Common Stock") authorized for
issuance under the plan set forth above. There are also registered hereby
such indeterminate number of shares of Common Stock as may become issuable
by reason of the anti-dilution provisions of this plan.
(2) Estimated pursuant to Rule 457(c) and (h)(1) solely for the purpose of
calculating the amount of the registration fee based upon the average of
the closing bid and asked prices of the Common Stock on August 14, 1998,
with respect to the 100,000 shares of Common Stock issuable under the plan.
</FN>
</TABLE>
<PAGE>
TO PARTICIPANTS IN THE CODORUS VALLEY BANCORP, INC.
1998 INDEPENDENT DIRECTORS' STOCK OPTION PLAN
Codorus Valley Bancorp, Inc. (the "Registrant") has filed a registration
statement concerning its shares of common stock, $2.50 par value ("Common
Stock") that may, from time to time, be issued pursuant to the Registrant's 1998
Independent Directors' Stock Option Plan (the "Plan"). The Prospectus deemed to
form a part of the registration statement consists of certain documents and
explanatory memoranda regarding the Plan. Also deemed to comprise part of the
Prospectus are the following documents, each of which is specifically
incorporated by reference into the registration statement and each of which is
on file with the United States Securities and Exchange Commission ("SEC"):
(a) Registrant's Annual Report on Form 10-K for the year ended December
31, 1997, filed with the Commission on March 27, 1998;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended March
31, 1998, filed with the Commission on May 5, 1998;
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 1998, filed with the Commission on August 3, 1998; and
(d) the description of Registrant's Common Stock that appears on pages 27
through page 32 of Registrant's Prospectus, filed with the Commission
on November 18, 1986, which forms a part of Registrant's Registration
Statement No. 33-10257 on Form S-4, the Registrant's Current Report on
Form 8-K filed on July 11, 1990, and the Registrant's Current Report
on Form 8-K filed on December 4, 1995.
All documents filed with the SEC by the Registrant pursuant to Section
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of the Prospectus and prior to the termination of the offering made hereby shall
be deemed to be incorporated by reference in the Prospectus and to be a part
thereof 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 the 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 the
Prospectus.
The Registrant will provide without charge to each participant in the Plan
who requests, a copy of any or all of the documents mentioned above as well as
all documentation relating to the Plan required to be delivered to participants
pursuant to the rules adopted under the Securities Act of 1933. Requests for
such copies should be addressed orally or in writing to:
Attention: Larry J, Miller, President
Codorus Valley Bancorp, Inc.
P.O. Box 2887
York, Pennsylvania 17405
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
There are hereby incorporated by reference in this registration
statement the following documents filed by the Registrant with
the Commission:
(a) Registrant's Annual Report on Form 10-K for the year ended
December 31, 1997, filed with the Commission on March 27, 1998;
(b) Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998, filed with the Commission on May 5, 1998;
(c) Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998 filed with the Commission on August 3, 1998; and
(d) the description of Registrant's Common Stock that appears on
pages 27 through page 32 of Registrant's Prospectus, filed with
the Commission on November 18, 1986, which forms a part of
Registrant's Registration Statement No. 33-10257 on Form S-4, the
Registrant's Current Report on Form 8-K filed on July 11, 1990,
and the Registrant's Current Report on Form 8-K filed on December
4, 1995.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, and prior to the
termination of the offering made hereby shall be deemed to be
incorporated by reference in this registration statement 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 the 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
registration statement.
Information Required in the Section 10(a) Prospectus
The document(s) containing the information specified in Items 1
and 2 of Part I of Form S-8 will be sent or given to plan
participants as specified in Rule 428(b)(1) and, in accordance
with the instructions to Part I of Form S-8, are not filed with
the Securities and Exchange Commission as part of this
registration statement.
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Item 4. Description of Securities
Inapplicable.
Item 5. Interests of Named Experts and Counsel
Inapplicable.
Item 6. Indemnification of Directors and Officers
Subchapter D of Chapter 17 of the Pennsylvania Business
Corporation Law of 1988, as amended (the "BCL"), (15 Pa. C.S.A.
ss.ss.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:
(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.
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<PAGE>
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.
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
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<PAGE>
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, 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
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<PAGE>
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 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
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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.
Articles 23 and 24 of the By-laws of the Registrant provide a
broad range of indemnification for its officers and directors. In
essence, officers and directors will be indemnified for any act
committed while in the course of their association with the
Registrant provided that the act was in good faith and in a
manner reasonably believed to be in, or not opposed to the best
interest of the Registrant. Officers and directors will be
presumed to be entitled to indemnification, absent branches of
fiduciary duty, lack of good faith or self-dealing and shall be
entitled to indemnification unless their conduct is determined by
a court to have constituted willful misconduct or recklessness.
Insofar as indemnification for liabilities arising under the
Securities Act of (the "1933 Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions or otherwise, the Registrant has been
advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the 1933
Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the
payment by 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 a
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the manner 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 1933 Act and will be governed by the
final adjudication of such issue.
Item 7. Exemption From Registration Claimed
Inapplicable.
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<PAGE>
Items 8. Exhibits and Exhibit Index
Exhibit No.
3(i) Articles of Incorporation of Codorus Valley Bancorp, Inc.
(Incorporated by reference to Exhibit 3(i) to Registrant's
Current Report on Form 8-K, filed with the Commission on
March 25, 1996.)
3(ii)Bylaws of Codorus Valley Bancorp, Inc. (Incorporated by
reference to Exhibit 3(ii) to Registrant's Current Report on
Form 8-K, filed with the Commission on March 25, 1996.)
4.1 Articles of Incorporation of Codorus Valley Bancorp, Inc.
(included at Exhibit 3(i)).
4.2 Bylaws of Codorus Valley Bancorp, Inc. (included at Exhibit
3(ii)).
4.3 Codorus Valley Bancorp, Inc. 1998 Independent Directors'
Stock Option Plan.
5 Opinion of Shumaker Williams, P.C.
23.1 Consent of Consent of Ernst & Young LLP.
23.2 Consent of Shumaker Williams, P.C. (included in Exhibit 5).
24 Power of Attorney of Directors and Officers (included on
Signature Pages).
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
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<PAGE>
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in the registration statement;
(iii)To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement; provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in
a post-effective amendment by those paragraphs 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 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 the time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Securities Act of 1933
and is, therefore, unenforceable. In the event that a
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<PAGE>
claim for indemnification against such liabilities, other than the
payment of 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 as asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication
of such issue.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Glen Rock, Commonwealth of Pennsylvania on August 16,
1998.
CODORUS VALLEY BANCORP, INC.
By: /s/ Larry J. Miller
----------------------------
Larry J. Miller
President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Larry J. Miller and Jann A. Weaver, and each of
them, his true and lawful attorney-in-fact, as agent with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this Registration Statement
and to file the same, will all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agents full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as they might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Capacity Date
/s/Larry J. Miller President and Chief August 10, 1998
- ------------------ Executive Officer and
Larry J. Miller Director (Principal
Executive Officer)
/s/ Jann A. Weaver Asst. Treasurer August 10, 1998
- ------------------ and Asst. Secretary
Jann A. Weaver (Principal Financial
and Accounting
Officer)
<PAGE>
Chairman of the Board August 10, 1998
- -------------------- and Director
George A. Trout, D.D.S.
/s/ Barry A. Keller Vice Chairman of the Board August 10, 1998
- ------------------- and Director
Barry A. Keller
/s/ Donald H. Warner Director and August 10, 1998
- -------------------- Vice President
Donald H. Warner
/s/ Ronald L. Krebs
- -------------------- Director and Treasurer August 10, 1998
Ronald L. Krebs
/s/ Harry R. Swift
- -------------------- Vice President and August 10, 1998
Harry R. Swift, Esquire Secretary
- -------------------- Director August 10, 1998
Dallas L. Smith
/s/ D. Reed Anderson
- -------------------- Director August 10, 1998
D. Reed Anderson, Esquire
/s/ M. Carol Druck
- -------------------- Director August 10, 1998
M. Carol Druck
/s/ MacGregor S. Jones
- ---------------------- Director August 10, 1998
MacGregor S. Jones
<PAGE>
INDEX TO EXHIBITS
Page No.
In Sequentially
Numbered
Exhibit No. Original
- ----------- ------------
3(i) Articles of Incorporation of Codorus Valley Bancorp, Inc.
(Incorporated by reference to Exhibit 3(i) to Registrant's
Current Report on Form 8-K, filed with the Commission on
March 25, 1996.)
3(ii)Bylaws of Codorus Valley Bancorp, Inc. (Incorporated
by reference to Exhibit 3(ii) to Registrant's Current
Report on Form 8-K, filed with the Commission on March 25, 1996.)
4.1 Articles of Incorporation of Codorus Valley Bancorp, Inc.
(included at Exhibit 3(i)).
4.2 Bylaws of Codorus Valley Bancorp, Inc. (included at
Exhibit 3(ii)).
4.3 Codorus Valley Bancorp, Inc. 1998 Independent Directors' 14
Stock Option Plan.
5 Opinion of Shumaker Williams, P.C. 18
23.1 Consent of Consent of Ernst & Young LLP. 21
23.2 Consent of Shumaker Williams, P.C. (included in Exhibit 5).
24 Power of Attorney of Directors and Officers
(included on Signature Pages).
EXHIBIT 4.3
1998 INDEPENDENT DIRECTORS' STOCK OPTION PLAN
<PAGE>
CODORUS VALLEY BANCORP, INC.
1998 INDEPENDENT DIRECTORS' STOCK OPTION PLAN
1. Purpose. The 1998 Independent Directors' Stock Option Plan (the "Plan")
was established to advance the development, growth and financial condition of
Codorus Valley Bancorp, Inc. (the "Corporation") and its subsidiaries, by
providing an incentive, through participation in the appreciation of capital
stock of the Corporation, and thereby to secure, retain and motivate members of
the Corporation's Board of Directors who are not officers or employees of the
Corporation or any subsidiary thereof ( the "non-employee directors").
2. Term. The Plan shall become effective as of the date the Corporation's
stockholders duly approve the Plan (the "Effective Date"). If the Plan is so
approved, it shall continue in effect until any stock options granted under the
Plan have either lapsed or been exercised, satisfied or canceled according to
their terms.
3. Stock. The shares of the Corporation's common stock, par value $2.50 per
share (the "Common Stock") issuable under the Plan shall not exceed 100,000
shares. The amount of Common Stock issuable under the Plan may be adjusted
pursuant to paragraph 10 hereof. The Common Stock issuable hereunder may be
either authorized and unissued shares of Common Stock, or authorized shares of
Common Stock issued by the Corporation and subsequently reacquired by it as
treasury stock, or shares purchased in open market transactions. Under no
circumstances shall fractional shares be issued under the Plan. The
Corporation's failure to obtain any governmental authority deemed necessary by
the Corporation's legal counsel for the proper grant of the stock options under
this Plan and/or the issuance of Common Stock under the Plan shall relieve the
Corporation of any duty or liability for the failure to grant stock options
under the Plan and/or issue Common Stock under the Plan as to which such
authority has not been obtained.
4. Stock Options. Stock options shall be granted under the Plan, annually,
immediately following the reorganization meeting of the Corporation, to each
non-employee director of the Corporation, who, during the preceding fiscal year,
attended at least seventy-five (75%), in the aggregate, of the total number of
meetings of the Board of Directors (held during that year or the portion of the
year for which he has been a director)and the total number of meetings held by
all committees of the Board of Directors on which he served (held during that
year or the portion of the year for which he has been a director). Each such
director shall be granted stock options to purchase shares of Common Stock (the
"Stock Options") under the following terms and conditions:
(a) The time period during which any Stock Option is exercisable shall be
ten (10) years after the date of grant to the Director. The Stock
Options may be granted according to the following schedule:
Number of
Year Shares Granted
---- --------------
1998 4,000
1999 2,000
2000 2,000
2001 2,000
2002 2,000
(b) If the Director ceases to be a member of the Board of Directors for
any reason other than retirement because of age pursuant to the
Corporation's Bylaws, the director may exercise the Stock Option not
more than twelve (12) months after such cessation; if the director
dies at any time, the director's qualified personal representative or
any persons who acquire the Stock Options pursuant to his or her Will
or laws of descent and distribution, may exercise any Stock Options
during their remaining terms for a period of not more than twelve (12)
months after the director's death to the extent that the Stock Options
would then be and remains exercisable; if the director retires because
of the aforesaid mandatory age requirement, he or she may exercise any
Stock Options granted to him or her for their remaining terms; in all
of the above events, the director shall not receive any further grants
of Stock Options under the Plan.
1
<PAGE>
(c) The purchase price of a share of Common Stock subject to a Stock
Option shall be the fair market value of the Common Stock on the date
of grant, as determined under paragraph 6 hereof.
(d) The Stock Option shall be made by a written agreement in the form,
attached hereto as Exhibit "A," with such changes therein as may be
determined by the Committee ( as such term is defined in paragraph 12
hereof) (the "Stock Option Agreement").
5. Exercise. Except as otherwise provided in the Plan, the Stock Option may
be exercised in whole or in part by giving written notice thereof to the
Secretary of the Corporation, or his designee, identifying the Stock Option
being exercised, the number of shares of Common Stock with respect thereto, and
other information pertinent to the exercise of the Stock Option. The purchase
price of the shares of Common Stock with respect to which a Stock Option is
exercised shall be paid with the written notice of exercise, either in cash or
in Common Stock, which has been held by the director for at least six (6)
months, at its then current fair market value, or any combination of cash or
Common Stock. Funds received by the Corporation from the exercise of any Stock
Option shall be used for its general corporate purposes. The number of shares of
Common Stock subject to a Stock Option shall be reduced by the number of shares
of Common Stock with respect to which the director has exercised rights under
the related Stock Option Agreement.
If the Corporation or its stockholders execute an agreement to dispose of
all or substantially all of the Corporation's assets or capital stock by means
of sale, merger, consolidation, reorganization, liquidation or otherwise, as a
result of which the Corporation's stockholders as of immediately before such
transaction will not own at least fifty percent (50%) of the total combined
voting power of all classes of voting capital stock of the surviving entity (be
it the Corporation or otherwise) immediately after the consummation of such
transaction, thereupon any and all Stock Options which the director would be
entitled to receive under the Plan shall be immediately granted to the director
until the consummation of such transaction, or if not consummated, until the
agreement therefor expires or is terminated, in which case thereafter all Stock
Options shall be treated as if said agreement never had been executed. If during
any period of two (2) consecutive years, the individuals who at the beginning of
such period constituted the Board of Directors, cease for any reason to
constitute at least a majority of the Board of Directors, unless the election of
each director of the Board of Directors, who was not a director of the Board of
Directors at the beginning of such period, was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such period, thereupon any and all Stock Options which the director
would be entitled to receive under the Plan shall be immediately granted to the
director. If there is an actual, attempted or threatened change in the ownership
of at least twenty-five percent (25%) of any classes of voting capital stock of
the Corporation through the acquisition of, or an offer to acquire such
percentage of the Corporation's voting capital stock by any person or entity, or
persons or entities acting in concert or as a group, and such acquisition or
offer has not been duly approved by the Board of Directors, thereupon any and
all Stock Options which the Director would be entitled to receive under the Plan
shall be immediately granted.
6. Value. Where used in the Plan, the "fair market value" of Common Stock
shall mean and be determined as follows: (i) in the event that the Common Stock
is listed on an established exchange, the closing price of the Common Stock on
the date when the Stock Option is granted to the Director (the "Relevant Date")
or, if no trade did occur on that day, on the next preceding day on which a
trade occurred; or (ii) in the event that the Common Stock is not listed on an
established exchange, but is then quoted on the National Association of
Securities Dealers Automated Quotation System ("NASDAQ"), the average of the
average of the closing bid and asked quotations of the Common Stock for the five
(5) trading days immediately preceding the Relevant Date. In either case, in the
event that no closing bid or asked quotation is available on one (1) or more of
such trading days, the fair market value shall be determined by reference to the
five (5) trading days immediately preceding the Relevant Date on which closing
bid and asked quotations are available.
7. Continued Relationship. Nothing in the Plan or in any Stock Option shall
confer upon any director any right to continue his relationship with the
Corporation as a director, or limit or affect any rights, powers or privileges
that the Corporation or its affiliates may have to supervise, discipline and
terminate such director, and the relationships thereof.
2
<PAGE>
8. General Restrictions. Each Stock Option shall be subject to the
requirement and provision that if at any time the Board of Directors determines
it necessary or desirable as a condition of or in consideration of making such
Stock Option, or the purchase or issuance or Common Stock thereunder, (a) the
listing, registration or qualification of the Common Stock subject to the Stock
Option, or the Stock Option itself, upon any securities exchange or under any
federal or state securities or other laws, (b) the approval of any governmental
authority, or (c) an agreement by the director with respect to disposition of
any Common Stock (including without limitation that at the time of the
director's exercise of the Stock Option, any Common Stock thereby acquired is
being and will be acquired solely for investment purposes and without any
intention to sell or distribute such Common Stock), then such Stock Option shall
not be exercised in whole or in part unless such listing, registration,
qualification, approval or agreement shall have been appropriately effected or
obtained to the satisfaction of the Board of Directors and legal counsel for the
Corporation. Notwithstanding anything to the contrary herein, a director shall
not sell, transfer or otherwise dispose of any shares of Common Stock acquired
pursuant to a Stock Option unless at least six (6) months have elapsed from the
date the Stock Option was granted and such transfer or disposition is made in
accordance with Section 16 of the Securities Exchange Act of 1934, as amended,
as the same may be amended from time to time.
9. Rights. Except as otherwise provided in the Plan, a director shall have
no rights as a holder of the Common Stock subject thereto unless and until one
or more certificates for the shares of such Common Stock are issued and
delivered to the director. No adjustments shall be made for dividends, either
ordinary or extraordinary, or any other distributions with respect to Common
Stock, whether made in cash, securities or other property, or any rights with
respect thereto, for which the record date is prior to the date that
certificates for shares of Common Stock subject to a Stock Option are issued to
the director pursuant to his exercise thereof. No Stock Option, or the grant
thereof, shall limit or affect the right or power of the Corporation or its
affiliates to adjust, reclassify, recapitalize, reorganize or otherwise change
its or their capital or business structure, or to merge, consolidate, dissolve,
liquidate or sell any or all of its or their business, property or assets.
10. Adjustments. In the event that the shares of Common Stock of the
Corporation, as presently constituted, shall be changed into or exchanged for a
different number or kind of shares of Common Stock or other securities of the
Corporation or of other securities of the Corporation or of another corporation
(whether by reason of merger, consolidation, recapitalization, reclassification,
split-up, combination of shares or otherwise) or if the number of such shares of
Common Stock shall be increased through the payment of a stock dividend, stock
split or similar transaction, then, there shall be substituted for or added to
each share of Common Stock of the Corporation which was theretofore
appropriated, or which thereafter may become subject to an option under the
Plan, the number and kind of shares of Common Stock or other securities into
which each outstanding share of the Common Stock of the Corporation shall be so
changed or for which each such share shall be exchanged or to which each such
shares shall be entitled, as the case may be. Each outstanding Stock Option
shall be appropriately amended as to price and other terms, as may be necessary
to reflect the foregoing events.
If there shall be any other change in the number or kind of the outstanding
shares of the Common Stock of the Corporation, or of any Common Stock or other
securities in which such Common Stock shall have been changed, or for which it
shall have been exchanged, and if a majority of the disinterested members of the
Committee shall, in its sole discretion, determine that such change equitably
requires an adjustment in any Stock Option which was theretofore granted or
which may thereafter may be granted under the Plan, then such adjustment shall
be made in accordance with such determination.
The grant of a Stock Option pursuant to the Plan shall not affect in any
way the right or power of the Corporation to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, to merge, to consolidate, to dissolve, to liquidate or to sell or
transfer all or any part of its business or assets.
Fractional shares resulting from any adjustment in Stock Options pursuant
to this paragraph 10 may be settled as a majority of the disinterested members
of the Board of Directors or of the Committee, as the case may be, shall
determine.
3
<PAGE>
To the extent that the foregoing adjustments relate to Common Stock or
securities of the Corporation, such adjustments shall be made by a majority of
the members of the Board of Directors, whose determination in that respect shall
be final, binding and conclusive. Notice of any adjustment shall be given by the
Corporation to each holder of a Stock Option that is so adjusted.
11. Forfeiture. Notwithstanding anything to the contrary in this Plan, if
an option holder is engaged in fraud, embezzlement, theft, commission of a
felony, or dishonesty in the course of his relationship with the Corporation or
its affiliates, or has disclosed trade secrets of the Corporation or its
affiliates, the option holder shall forfeit all rights under and to all
unexercised Stock Options, and all exercised Stock Options for which the
Corporation has not yet delivered certificates for shares of Common Stock (as
the case may be), and all rights to receive Stock Options shall be automatically
canceled.
12. Administration. The ability to control and manage the operation and
administration of the Plan shall be vested in the Board of Directors or in a
committee of two or more members of the Board of Directors, selected by the
Board of Directors (the "Committee"). The Committee shall have the authority and
discretion to interpret the Plan, to establish, amend and rescind any rules and
regulations relating to the Plan, to determine the terms and provisions of any
agreements made pursuant to the Plan, and to make any and all determinations
that may be necessary or advisable for the administration of the Plan. Any
interpretation of the Plan by the Committee and any decision made by it under
the Plan is final and binding.
13. Miscellaneous. Any reference contained in this Plan to a particular
section or provision of law, rule or regulation shall include any subsequently
enacted or promulgated section or provision of law, rule or regulation, as the
case may be. With respect to persons subject to Section 16 of the Exchange Act,
transactions under this Plan are intended to comply with all applicable
conditions of the Rule and the regulations promulgated thereunder or any
successor rule that may be promulgated by the Securities and Exchange
Commission. To the extent any provision of this Plan fails to so comply, it
shall be deemed null and void, to the extent permitted by applicable law,
subject to the provisions of paragraph 15 below. Where used in this Plan: the
plural shall include the singular, and unless the context otherwise clearly
requires, the singular shall include the plural and the masculine shall include
the feminine. The captions of the numbered paragraphs contained in this Plan are
for convenience only, and shall not limit or affect the meaning, interpretation
or construction of any of the provisions of the Plan.
14. Transferability. Except as otherwise provided by the Committee, Stock
Options granted under the Plan are not transferable except as designated by the
participant by Will and the laws of descent and distribution.
15. Amendment. The Plan may be amended, suspended or terminated, without
notice, by a majority vote of the Board of Directors of the Corporation.
16. Taxes. The issuance of shares of Common Stock under the Plan shall be
subject to any applicable taxes or other laws or regulations of the United
States of America and any state or local authority having jurisdiction there
over.
- - - - - - -
END
- - - - - - -
4
EXHIBIT 5
Opinion of Shumaker Williams, P.C.
<PAGE>
SHUMAKER WILLIAMS, P.C.
3425 SIMPSON FERRY ROAD
CAMP HILL, PENNSYLVANIA 17011
(717) 763-1121
August 19, 1998
Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
P.O. Box 2887
York, PA 17405
Re: Codorus Valley Bancorp, Inc. (the "Corporation")
Registration Statement Form S-8
Our File No. 676-98
Dear Mr. Miller:
We have acted as Special Corporate Counsel to the Corporation in connection
with preparation of the Corporation's Registration Statement on Form S-8
relating to the Corporation's 1998 Independent Directors' Stock Option Plan (the
"Plan").
In connection with this matter, we, as counsel to the Corporation, have
reviewed the following:
1. the Pennsylvania Business Corporation Law of 1988, as amended;
2. the Corporation's Articles of Incorporation;
3. the Corporation's By-Laws;
4. Resolutions adopted by the Corporation's Board of Directors on
May 19, 1998 and June 23, 1998; and
5. the Plan.
Based upon such review, it is our opinion that the Corporation's common
stock, $2.50 par value, (the "Common Stock") issuable under the Plan, when and
as issued in accordance with the provisions of the Plan, will be duly and
validly issued, fully paid and nonassessable. In giving the foregoing opinion,
we have assumed that the Corporation will have, at the time of the issuance of
Common Stock under the Plan, a sufficient number of authorized shares available
for issue.
<PAGE>
Larry J. Miller, President
CODORUS VALLEY BANCORP, INC.
August 19, 1998
Page 2
We hereby consent to the use of this opinion as an exhibit to the
Corporation's Registration Statement on Form S-8.
Very truly yours,
B. Tyler Lincoln
--------------------
By B. Tyler Lincoln
BTL/db:84657
EXHIBIT 23.1
Consent of Ernst & Young LLP
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the Codorus Valley Bancorp, Inc. 1998 Independent
Directors' Stock Option Plan of our report, dated January 15, 1998, with respect
to the consolidated financial statements of Codorus Valley Bancorp, Inc.,
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------------------
Ernst & Young LLP
Harrisburg, Pennsylvania
August 17, 1998
