Orrstown Financial Services Inc.

09/24/2024 | Press release | Distributed by Public on 09/24/2024 15:03

Amendment to Current Report Form 8 K/A

orrf-20240701
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 1, 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) (SEC File Number) (IRS Employer Identification No.)
4750 Lindle Road Harrisburg Pennsylvania 17111
(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 whether 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.
Explanatory Note
This Amendment No. 2 to Current Report on Form 8-K/A ("Amendment No. 2") is being filed with the Securities and Exchange Commission (the "SEC") solely to amend and supplement Item 9.01 of the Current Report on Form 8-K (the "Original 8-K") filed by Orrstown Financial Services, Inc. ("Orrstown") on July 1, 2024, as amended by that Amendment No. 1 to the Current Report on Form 8-K/A filed by Orrstown on September 17, 2024 ("Amendment No. 1"), reporting the completion of its previously announced merger of equals (the "Merger") with Codorus Valley Bancorp, Inc. ("Codorus Valley").
Under Item 9.01 of the Original 8-K, Orrstown stated that (a) the financial statements of Codorus Valley required by Item 9.01(a) of Current Report on Form 8-K (the "financial statements") would be filed by amendment no later than 71 calendar days after the date that the Original 8-K was required to be filed, and (b) the pro forma consolidated financial information required by Item 9.01(b) of Current Report on Form 8-K (the "pro forma financial information") would be filed by amendment no later than 71 calendar days following the date that the Original 8-K was required to be filed.
Amendment No. 1 was filed with the SEC solely to file the required financial statements and pro forma financial information. Amendment No. 1 made no other changes to the Original 8-K (as amended by Amendment No. 1, the "Amended 8-K").
This Amendment No. 2 amends and supplements Item 9.01 of the Amended 8-K, solely to file the consent of Crowe LLP, the independent registered public accounting firm for Codorus Valley. No other changes have been made to the Amended 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is furnished as part of this Current Report on Form 8-K:
Exhibit No. Description
23.1
Consent of Crowe LLP, independent registered public accounting firm for Codorus Valley Bancorp, Inc.
104 Cover Page Interactive Data File (embedded within the inline XBRL document)
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 hereunto duly authorized.
ORRSTOWN FINANCIAL SERVICES, INC.
Date: September 24, 2024 By: /s/ Neelesh Kalani
Neelesh Kalani
Executive Vice President and Chief Financial Officer
(Duly Authorized Representative)