Additional Proxy Soliciting Materials (definitive) (defa14a)
20 March 2023 - 10:03PM
Edgar (US Regulatory)
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) March 20, 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)
x 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
On
March 20, 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 and is incorporated herein by reference, regarding its filing of a lawsuit
in the Court of Common Pleas of Cambria County, Pennsylvania against Driver Opportunity Partners I LP and its purported director nominees
for the Company’s 2023 annual meeting of shareholders (the “Annual Meeting”).
Important Additional Information
The Company intends to file a proxy statement
and GOLD proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Annual Meeting
and, in connection therewith, the Company, its directors and certain of its 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 GOLD 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 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, 2022 (when
it becomes available). 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 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 9.01 | Financial
Statements and Exhibits. |
(d) Exhibits:
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: March 20, 2023 |
By |
/s/ Michael D. Lynch |
| |
|
Michael D. Lynch |
| |
|
EVP & CFO |
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