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) January 19, 2023


(exact name of registrant as specified in its charter)




(State or other jurisdiction


(IRS Employer

of incorporation)

File Number)

Identification No.)

Main and Franklin Streets, Johnstown, PA


(address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: 814-533-5300


(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


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 8.01Other events.

On January 17, 2023, Driver Opportunity Partners I LP (“Driver”) submitted to AmeriServ Financial, Inc. (the "Company") a purported notice (the “Notice”) seeking to nominate three candidates to stand for election to the Company’s Board of Directors (the “Board”) at the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”). The Board is reviewing the Notice in order to determine its compliance with applicable requirements for making director nominations that are set forth in the Company’s articles of incorporation, as amended, and amended and restated bylaws. On January 19, 2023, the Company sent a letter (the “Letter”) to Driver regarding the Notice. A copy of the Letter is filed with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Important Additional Information

The Company intends to file a proxy statement and proxy card with the Securities and Exchange Commission (the “SEC”) in connection with the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”) and, in connection therewith, the Company, certain of its directors and executive officers will be participants in the solicitation of proxies from the Company’s shareholders in connection with such meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO READ SUCH PROXY STATEMENT, ACCOMPANYING PROXY CARD AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE 2023 ANNUAL MEETING. The Company’s definitive proxy statement for the 2022 annual meeting of shareholders contains information regarding the direct and indirect interests, by security holdings or otherwise, of the Company’s directors and executive officers in the Company’s securities. Information regarding subsequent changes to their holdings of the Company’s securities can be found in the SEC filings on Forms 3, 4, and 5, which are available on the Company’s website at http://investors.ameriserv.com/sec-filings/insider-filings or through the SEC’s website at www.sec.gov. Information can also be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 on file with the SEC. Updated information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, will be set forth in the definitive proxy statement and other materials to be filed with the SEC in connection with the 2023 Annual Meeting. Shareholders will be able to obtain the definitive proxy statement, any amendments or supplements to the proxy statement and other documents filed by the Company with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge at the Company’s website at http://investors.ameriserv.com/sec-filings/documents. 

Item 9.01Financial Statements and Exhibits.

(d) Exhibits:

99.1Letter dated January 19, 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.


Date: January 19, 2023


/s/Michael D. Lynch

Michael D. Lynch


AmeriServ Financial (NASDAQ:ASRV)
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