UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report - July 26, 2006 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) 717-747-1519 (Registrant's telephone number including area code) N/A (Former name or 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 Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under 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)) Page 1 of 3 sequentially numbered pages in manually signed copy 1 CODORUS VALLEY BANCORP, INC. FORM 8-K/A ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. (d) On October 10, 2006, Codorus Valley Bancorp, Inc. appointed William H. Simpson to the Audit Committee of the Board of Directors of the Corporation. Mr. Simpson was appointed to the Board of Directors of Codorus Valley Bancorp, Inc. and PeoplesBank, A Codorus Valley Corporation on July 25, 2006. (Incorporated by reference to the Registrant's Current Report on Form 8-K, filed with the Commission on July 27, 2006.) 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: October 12, 2006 /s/ Larry J. Miller ---------------------------------------- Larry J. Miller President and Chief Executive Officer (Principal Executive Officer) 3