8-K
ORRSTOWN FINANCIAL SERVICES INC (ORRF)
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
Date of Report (Date of earliest event reported): May 30, 2024
ORRSTOWN FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
| Pennsylvania | 001-34292 | 23-2530374 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission file number) | (IRS Employer Identification No.) |
77 East King Street, P. O. Box 250, Shippensburg, PA 17257
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (717) 532-6114
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, no par value | ORRF | Nasdaq Stock Market |
Indicate by check mark if the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 5.07 | Submission of Matters to a Vote of Security Holders |
|---|
On May 30, 2024, Orrstown
Financial Services, Inc., a Pennsylvania corporation \(“ORRF”\), held a special meeting of its shareholders \(the “ORRF special meeting”\) virtually via live webcast, to consider and vote upon \(i\) a proposal to approve the issuance of shares of ORRF common stock to the shareholders of Codorus Valley Bancorp, Inc. \(“CVLY”\) in connection with the proposed merger of CVLY with and into ORRF, with ORRF as the surviving
corporation \(the “merger”\), pursuant to that certain agreement and plan of merger, dated as of December 12, 2023 \(the “merger agreement”\), by and between ORRF and CVLY \(the “ORRF share issuance
proposal”\), and \(ii\) a proposal to adjourn the ORRF special meeting to a later date or dates, if necessary, to permit further solicitation of proxies if there are not sufficient votes at the time of the
ORRF special meeting to approve the ORRF share issuance proposal \(the “ORRF adjournment proposal”\). As described below, there were sufficient shares of ORRF common stock present in person or by proxy
and voted at the ORRF special meeting in favor of approving the ORRF share issuance proposal, and as a result, the ORRF adjournment proposal was not considered or voted upon at the ORRF special meeting. The following are the voting results of
the ORRF special meeting.
On April 18, 2024, the record date for the ORRF special meeting, there were 10,704,599 shares of ORRF common stock issued, outstanding and entitled to vote. Shareholders holding 7,099,890 shares of ORRF common stock were present at the ORRF special meeting, in person or represented by proxy, constituting a quorum.
| 1. | Approval of the ORRF Issuance Proposal * | ||
|---|---|---|---|
| For | Against | Abstain | Broker Non-Votes |
| --- | --- | --- | --- |
| 6,968,156 | 113,059 | 18,675 | - |
*The affirmative vote of at least a majority of votes cast at the ORRF special meeting by the holders of the outstanding shares of ORRF common stock present in person or represented by proxy and entitled to vote was required to approve the ORRF share issuance proposal. Abstentions and broker non-votes had no effect on the approval of the ORRF share issuance proposal.
| Item 8.01 | Other Events |
|---|
On May 30, 2024, ORRF and CVLY issued a joint press release announcing the results of their respective special meetings held on May 30, 2024. A copy of the joint press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit No. | Exhibit |
| --- | --- |
| 99.1 | Joint press release, dated May 30, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 31, 2024 | Orrstown Financial Services, Inc. | |
|---|---|---|
| By: | /s/ Neelesh Kalani | |
| Neelesh Kalani | ||
| Executive Vice President, Chief Financial Officer |
Exhibit 99.1
Orrstown Financial Services, Inc. and Codorus Valley Bancorp, Inc. Announce Receipt of Shareholder Approvals for Merger of Equals
SHIPPENSBURG, PA and YORK, PA, May 30, 2024 (GLOBE NEWSWIRE) - Orrstown Financial Services, Inc. (“Orrstown”) (NASDAQ: ORRF), the parent company of Orrstown Bank, and Codorus Valley Bancorp, Inc. (“Codorus Valley”) (NASDAQ: CVLY), the parent company of PeoplesBank, A Codorus Valley Company, today announced that they each received shareholder approval for the previously announced merger of equals. At a special meeting of shareholders held on May 30, 2024, Codorus Valley’s shareholders approved the merger of Codorus Valley with and into Orrstown, with Orrstown as the surviving corporation (the “Merger”), the Agreement and Plan of Merger, dated as of December 12, 2023 (the “Merger Agreement”), by and between Orrstown and Codorus Valley, and the compensation payable to the named executive officers of Codorus Valley in connection with the Merger. At a special meeting of shareholders held on May 30, 2024, Orrstown shareholders approved the issuance of shares of Orrstown common stock to Codorus Valley shareholders pursuant to the Merger Agreement.
Thomas R. Quinn, Jr., Orrstown’s President and Chief Executive Officer, commented “The receipt of shareholder approval marks an important milestone for our merger of equals. Craig and I are proud that each company’s shareholder base overwhelmingly supported the transaction, which we expect will create meaningful shareholder value and expand opportunities for our employees, clients, and communities."
Craig L. Kauffman, President and Chief Executive Officer of Codorus Valley, commented “Today's vote brings us one step closer to providing enhanced financial services to our valued clients. I am eager to get started on building the premier community banking franchise in our Pennsylvania and Maryland markets.”
The Merger and related transactions are expected to close in the third quarter of 2024, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals.
About Orrstown
Orrstown Financial Services, Inc. and its wholly owned subsidiary, Orrstown Bank, provide a wide range of consumer and business financial services in Berks, Cumberland, Dauphin, Franklin, Lancaster, Perry, and York Counties, Pennsylvania and Anne Arundel, Baltimore, Howard, and Washington Counties, Maryland, as well as Baltimore City, Maryland. The Company’s lending area also includes adjacent counties in Pennsylvania and Maryland, as well as Loudon County, Virginia and Berkeley, Jefferson and Morgan Counties, West Virginia. Orrstown Bank is an Equal Housing Lender and its deposits are insured up to the legal maximum by the FDIC. Orrstown Financial Services, Inc.’s common stock is traded on the NASDAQ Global Select Market under the symbol “ORRF”.
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About Codorus Valley
Codorus Valley Bancorp, Inc. is the largest independent financial services holding company headquartered in York, Pennsylvania. Codorus Valley primarily operates through its financial services subsidiary, PeoplesBank, A Codorus Valley Company. 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. Codorus Valley Bancorp, Inc.’s Common Stock is listed on the NASDAQ Global Market under the symbol “CVLY”.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans and the future performance of Orrstown and Codorus Valley.
Words such as “anticipates,” “believes,” “estimates,” “expects,” “forecasts,” “intends,” “plans,” “projects,” “could,” “may,” “should,” “will” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on Orrstown’s and Codorus Valley’s current expectations and assumptions regarding Orrstown’s and Codorus Valley’s businesses, the economy, and other future conditions. Because forward-looking statements relate to future results and occurrences, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. Any number of risks, uncertainties, or other factors could affect Orrstown’s or Codorus Valley’s future financial results and performance and could cause actual results or performance to differ materially from anticipated results or performance. Such risks and uncertainties include, among others: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive agreement and plan of merger between Orrstown and Codorus Valley; the outcome of any legal proceedings that may be instituted against Orrstown or Codorus Valley; delays in completing the proposed transaction; the failure to obtain necessary regulatory approvals (and the risk that such approvals may result in the imposition of conditions that could adversely affect the combined company or the expected benefits of the proposed transaction), or to satisfy any of the other conditions to the proposed transaction on a timely basis or at all, including the ability of Orrstown and Codorus Valley to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the possibility that the anticipated benefits of the proposed transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Orrstown and Codorus Valley do business; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; the possibility that revenues following the proposed transaction may be lower than expected; the impact of certain restrictions during the pendency of the proposed transaction on the parties’ ability to pursue certain business opportunities and strategic transactions; diversion of management’s attention from ongoing business operations and opportunities; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; the ability to complete the proposed transaction and integration of Orrstown and Codorus Valley successfully; the dilution caused by Orrstown’s issuance of additional shares of its capital stock in connection with the proposed transaction; and the potential impact of general economic, political or market factors on the companies or the proposed transaction and other factors that may affect future results of Orrstown or Codorus Valley. The foregoing list of factors is not exhaustive. Except to the extent required by applicable law or regulation, each of Orrstown and Codorus Valley disclaims any obligation to update such factors or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Further information regarding Orrstown, Codorus Valley and factors which could affect the forward-looking statements contained herein can be found in Orrstown’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and its other filings with the SEC, and in Codorus Valley’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, its Quarterly Report on Form 10-Q for the period ended March 31, 2024, and its other filings with the SEC. SEC filings are available free of charge on the SEC’s website at www.sec.gov.
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For media inquiries or further information, please contact:
John Moss
SVP, Director of Marketing and Client Experience, PeoplesBank
717-747-1520
jmoss@peoplesbanknet.com
Matthew Dyckman
EVP, General Counsel, Orrstown Bank
717-510-7262
mdyckman@orrstown.com
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