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 - March 18, 2003 -------------- CODORUS VALLEY BANCORP, INC. ---------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 0-15536 23-2428543 ------------ ------- ---------- (State or other (Commission File (IRS Employer jurisdiction of Number) Number) of incorporation) 105 Leader Heights Road P.O. Box 2887 York, Pennsylvania 17405-2887 ------------------ ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number including area code: 717-747-1519 ------------ N/A --- (Former name or address, if changed since last report) Page 1 of 23 sequentially numbered pages in manually signed copy Exhibit Index found on page 3 1 CODORUS VALLEY BANCORP, INC. FORM 8-K Item 5. Other events. The registrant hereby files: an Amendment to the Employment Agreement by and among PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc., and Larry J. Miller dated October 1, 1997 and Executive Employment Agreement dated January 1, 1993 between PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc. and Larry J. Miller; a Change of Control Agreement between PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc., and Jann A. Weaver, dated October 1, 1997; and a Change of Control Agreement between PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc., and Harry R. Swift, dated October 1, 1997. Item 7. Financial statements, pro forma financial information and exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits No. Description -- ----------- 10.1 Amendment to the Employment Agreement by and among PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc., and Larry J. Miller dated October 1, 1997 and Executive Employment Agreement dated January 1, 1993 between PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc. and Larry J. Miller 10.2 Change of Control Agreement between PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc., and Jann A. Weaver, dated October 1, 1997 10.3 Change of Control Agreement between PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc., and Harry R. Swift, dated October 1, 1997 2 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. Codorus Valley Bancorp, Inc. (Registrant) Date: March 18, 2003 /s/ Larry J. Miller ------------------- Larry J. Miller President and Chief Executive Officer (Principal Executive Officer) EXHIBIT INDEX Page Number in Manually Exhibit Signed Original ------- --------------- 10.1 Amendment to the Employment Agreement by and among 4 PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc., and Larry J. Miller dated October 1, 1997 and Executive Employment Agreement dated January 1, 1993 between PeoplesBank, A Codorus Valley Company, Codorus Valley Bancorp, Inc. and Larry J. Miller 10.2 Change of Control Agreement between PeoplesBank, A Codorus 15 Valley Company, Codorus Valley Bancorp, Inc., and Jann A. Weaver, dated October 1, 1997 10.3 Change of Control Agreement between PeoplesBank, A Codorus 19 Valley Company, Codorus Valley Bancorp, Inc., and Harry R. Swift, dated October 1, 1997 3