エドガーで原本を確認する
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) June 22, 2023
AMERISERV FINANCIAL, Inc.
(exact name of registrant as specified in its charter)
Pennsylvania |
|
0-11204 |
|
25-1424278 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
Main and Franklin Streets, Johnstown, PA |
15901 |
(address of principal executive offices) |
(Zip Code) |
Registrant's telephone number, including area code: 814-533-5300
N/A
(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:
☐ 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 |
|
Name of Each Exchange On Which Registered |
Common Stock |
|
ASRV |
|
The NASDAQ Stock Market LLC |
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. ☐
Form 8-K
Item 8.01 Other events.
On June 22, 2023, AmeriServ Financial, Inc. (the “Company”) issued a press release, a copy of which is filed with this Current Report on Form 8-K as Exhibit 99.1, regarding the appointment of a new independent non-executive Chairman of the Board of Directors.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
99.1Press release dated June 22, 2023 of AmeriServ Financial, Inc.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
|
AMERISERV FINANCIAL, Inc. |
|
|
|
|
Date: June 28, 2023 |
By |
/s/Jeffrey A. Stopko |
|
|
Jeffrey A. Stopko |
|
|
President & CEO |
Exhibit 99.1
AmeriServ Financial Announces the Election of J. Michael Adams, Jr. as Independent Chairman of the Board of Directors
Also Elects Kim W. Kunkle as Vice Chairman
Thanks Retired Board Members Allan R. Dennison and Sara A. Sargent for Years of Service
JOHNSTOWN, Pa., June 22, 2023--(BUSINESS WIRE)--AmeriServ Financial, Inc. (NASDAQ: ASRV) ("AmeriServ" or the "Company") today announced that J. Michael Adams, Jr. has been elected non-executive Chairman of the Company’s Board of Directors (the “Board”). In addition, AmeriServ announced that Kim W. Kunkle has been elected non-executive Vice Chairman of the Board. Mr. Adams, who previously held the role of Vice Chairman, succeeds Allan R. Dennison following his recent retirement from the Board.
Mr. Adams commented:
“I want to thank the Board for electing Kim and myself to these important roles at this critical juncture for AmeriServ. There is significant runway for AmeriServ to continue enhancing value for shareholders, customers, employees and the community it serves. As we navigate the current banking sector dislocation in the near-term, we are equally focused on strengthening our operations and seizing new market opportunities over the long-term. I also want to take this moment to convey the full Board’s gratitude to Allan, who helped usher in new initiatives and guide AmeriServ to a strong post-pandemic recovery during his chairmanship. We wish Allan and Sara A. Sargent, who has also retired from the Board, the very best following their years of exceptional service.”
The Board’s decision to elect Messrs. Adams and Kunkle to their new roles reflects its commitment to balancing experience and institutional knowledge with the integration of new members and fresh perspectives. Over the past three years, the Board has added four new independent members as part of its strategic refreshment. The Board intends to continue enhancing AmeriServ’s corporate governance and recruiting new directors with additive skillsets.
Mr. Adams concluded:
“We are extremely proud that AmeriServ is a valuable community institution headquartered in Johnstown, with geographic reach throughout Western Pennsylvania and Western Maryland. This presence is helping us to attract excellent directors as we continue to add new skills and expertise to our boardroom. We recently welcomed two new, highly qualified directors in Richard “Rick” W. Bloomingdale and David J. Hickton. The Board looks forward to working with them to pursue the exciting opportunities for long-term value creation that are ahead.”
J. Michael Adams, Jr. Biography
Mr. Adams is the managing member of Mike Adams & Associates LLC, a Pittsburgh-based consulting firm. He has over three decades of professional experience, including serving as legal counsel to numerous private businesses, public institutions, boards and commissions. Mr. Adams also previously served as chairman of the Board of Directors of the Daily News Publishing Co., a privately held company.
He received a B.S. from Carnegie Mellon University and a J.D. from University of Pittsburgh School of Law.
Kim W. Kunkle Biography
Mr. Kunkle has served since 1984 as the president and CEO of Laurel Holdings, Inc., a closely held private company with wholly owned subsidiaries involved in underground utility construction, plumbing, janitorial services, metal machining, industrial tool distribution, and pipeline rehabilitation. Laurel Holdings employs more than 200 people in western Pennsylvania.
He received a B.A. in management science from Duke University.
About AmeriServ Financial, Inc.
AmeriServ Financial, Inc. is the parent of AmeriServ Financial Bank and AmeriServ Trust and Financial Services Company in Johnstown, Pennsylvania. The Company's subsidiaries provide full-service banking and wealth management services through 17 community offices in southwestern Pennsylvania and Hagerstown, Maryland. The Company also operates loan production offices in Altoona and Monroeville, Pennsylvania. On March 31, 2023, AmeriServ had total assets of $1.346 billion and a book value of $6.18 per common share. For more information, visit www.ameriserv.com.