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
CALCULATION OF REGISTRATION FEE
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
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>
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
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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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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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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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
II-5
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.
II-6
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;
II-7
(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
II-8
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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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)
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
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).