Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

October 30, 2023

Date of Report (Date of earliest event reported)

CODORUS VALLEY BANCORP, INC.

(Exact name of registrant as specified in its charter)

	Pennsylvania		001-15536		23-2428543
	(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Ident. No.)


	105 Leader Heights Road, York, Pennsylvania		17403
	(Address of principal executive offices)		(Zip Code)

(717) 747-1519

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

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

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $2.50 par value		CVLY		NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.02.

Termination of a Material Definitive Agreement

On October 30, 2023, Codorus Valley Bancorp, Inc. (the "Company") and Driver Opportunity Partners I LP (“Driver Fund”), Driver Management Company LLC (“Driver LLC”) and J. Abbott R. Cooper (together with Driver Fund and Driver, LLC, "Driver”) entered into an agreement pursuant to which they agreed to terminate the Cooperation Agreement entered into by the Company and Driver effective as of April 12, 2022, and filed with the Securities and Exchange Commission on that same date. The agreement to terminate the Cooperation Agreement between the Company and Driver is attached as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure

On October 31, 2023, the Company issued a Press Release announcing the termination of the Cooperation. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated by reference.

The information in this Item 7.01 on Form 8-K, including all exhibits attached hereto, is being furnished pursuant to Regulation FD and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.

Financial Statements and Exhibits

(d)	Exhibits

	Exhibit No.	Description

	10.1	Agreement dated October 30, 2023, between the Company and Driver to terminate the Cooperation Agreement dated April 12, 2023.

	99.1	Codorus Valley Bancorp, Inc. Press Release dated October 31, 2023.

	104	Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		CODORUS VALLEY BANCORP, INC.


Date:	October 31, 2023	By:	/s/ Daniel R. Stolzer
			Daniel R. Stolzer
			Executive Vice President, General Counsel and Corporate Secretary

Exhibit 10.1

October 27, 2023

Mr. Craig Kauffman

Chief Executive Officer

Codorus Valley Bancorp, Inc.

105 Leader Heights Road

York, PA 17405

VIA EMAIL

Craig,

Reference is made to that Cooperation Agreement (the “Cooperation Agreement”), effective as of April 12, 2022, by and among Codorus Valley Bancorp, Inc. (“Codorus Valley”), Driver Opportunity Partners LLP (“Driver Fund”), Driver Management Company LLC (“Driver LLC”) and J. Abbott R. Cooper (together with Driver Fund and Driver LLC, “Driver”).

Further to our conversation today, as of the date hereof, Driver owns 32,706 shares of Codorus Valley’s common stock (the “Common Stock”) representing approximately 0.3% of the issued and outstanding shares of Common Stock. In light of Driver’s much-diminished position in Codorus Valley (which is in no way a reflection of our opinion of Codorus Valley’s prospects), as well as the constructive and amicable relationship that has developed between us, I propose terminating the Cooperation Agreement effective immediately. If you agree, please sign where indicated below.

I applaud all the work you have done at Codorus Valley and appreciate that you always approached our relationship as a professional focused on the best interests of all Codorus Valley shareholders. I have nothing but the highest regard for you and Codorus Valley’s board of directors (the “Board”) as well as all the work you and the Board have done to increase value for all shareholders.

Very truly yours,

/s/ J. Abbott R. Cooper

Agreed and accepted as of October 30, 2023

Codorus Valley Bancorp, Inc.

By:
Name:	Craig L. Kauffman
Title:	PRESIDENT & CEO

1266 East Main Street

Suite 700R

Stamford, CT 06902

Exhibit 99.1

FOR IMMEDIATE RELEASE

CONTACT

John Moss

VP, Director of Marketing & Client Experience

717-747-1520

jmoss@peoplesbanknet.com

PEOPLESBANK AND DRIVER MANAGEMENT END COOPERATION AGREEMENT

York, PA (October 31, 2023) – PeoplesBank, A Codorus Valley Company, and Driver Management Company LLC and its affiliates (collectively, “Driver Management”), have jointly announced the conclusion of their cooperation agreement, effective October 30, 2023. This amicable decision marks the end of a period of collaboration and opens new chapters for both parties.

Craig L. Kauffman, President and CEO of PeoplesBank, expressed the bank's appreciation for the valuable contributions of Driver Management during the period of cooperation, saying, "We are grateful for Driver Management's commitment to our bank and its shareholders. The insights and recommendations shared have been integral in our pursuit of growth and innovation."

The full text of the filing can be found at https://ir.peoplesbanknet.com/filings/Docs/default.aspx.

For media inquiries or further information, please contact:

John Moss

Director of Marketing

717-747-1520

jmoss@peoplesbanknet.com

ABOUT PEOPLESBANK, A CODORUS VALLEY COMPANY

With assets of over $2 billion, PeoplesBank, A Codorus Valley Company, is a wholly owned subsidiary of Codorus Valley Bancorp, Inc., the largest independent financial institution headquartered in York County, Pennsylvania. PeoplesBank offers a full range of consumer, business, wealth management, and mortgage services at financial centers located in communities throughout South Central Pennsylvania and Central Maryland. For more information, visit www.peoplesbanknet.com. (NASDAQ: CVLY)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on the current beliefs and expectations of the management of Codorus Valley Bancorp, Inc. and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements. Factors that could cause Codorus Valley Bancorp, Inc.’s actual results to differ materially from those described in the forward-looking statements can be found in Codorus Valley Bancorp Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, in the sections entitled “Cautionary Note Regarding Forward-Looking Statements and Summary of Risk Factors,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in its current and periodic reports that are, or will be, filed with the Securities and Exchange Commission (the “SEC”) and available on the SEC’s website at www.sec.gov or in the Investor Relations section of the Codorus Valley Bancorp Inc.’s website at www.peoplesbanknet.com. Codorus Valley Bancorp, Inc. undertakes no obligation, other than as required by law, to update or revise any forward-looking statements to reflect new information, future events or other circumstances.

- END -

Cover	Oct. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 30, 2023
Entity File Number	001-15536
Entity Registrant Name	CODORUS VALLEY BANCORP, INC.
Entity Central Index Key	0000806279
Entity Tax Identification Number	23-2428543
Entity Incorporation, State or Country Code	PA
Entity Address, Address Line One	105 Leader Heights Road
Entity Address, City or Town	York
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	17403
City Area Code	(717)
Local Phone Number	747-1519
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $2.50 par value
Trading Symbol	CVLY
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable