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Section 1: 8-K (FORM 8-K)

Form 8-K

 

 

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 18, 2019

 

 

Riverview Financial Corporation

(Exact name of the registrant as specified in its charter)

 

 

 

Pennsylvania   001-38627   38-3917371

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3901 North Front Street  
Harrisburg, Pennsylvania   17110
(Address of principal executive offices)   (Zip Code)

(717) 827-4042

(Registrant’s telephone number)

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 (See General Instruction A.2. below):

 

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-4c)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

 

 

 


Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 18, 2019, Riverview Financial Corporation (the “Corporation”) announced the hiring of Steven A. Ehrlich as Senior Executive Vice President and Chief Strategy Officer for the Corporation and of Riverview Bank (the “Bank”). Mr. Ehrlich was the founder, Chairman, President and Chief Executive Officer of Affinity Bancorp, Inc. and its subsidiary Affinity Bank of Pennsylvania, a Bank headquartered in Wyomissing, Berks County, Pennsylvania, which opened in 2003. Affinity was acquired by First priority Bancorp in March of 2013, and Mr. Ehrlich continued to serve as President and a director of First priority Bancorp and as President, CEO and a director of First priority Bank after the Merger. Mr. Ehrlich is a graduate of The College of Wooster.

Mr. Ehrlich will receive an annual salary of $250,000, and standard benefits. In addition, he will receive use of a corporate provided vehicle and payment of country club fees for business use. He will also be provided with a supplemental employee retirement plan, subject to board approval. Ultimately, Mr. Ehrlich and Riverview will enter into a two year employment agreement, but the terms of such an agreement have not yet been determined.

 

Item 9.01.

Financial Statements and Exhibits.

99.1    Press Release dated March 18, 2019


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.

 

    RIVERVIEW FINANCIAL CORPORATION
Dated: March 19, 2019     By:   /s/ Brett D. Fulk
      Brett D. Fulk
      President and Chief Executive Officer
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Section 2: EX-99.1 (EX-99.1)

EX-99.1

Exhibit 99.1

RIVERVIEW FINANCIAL CORPORATION ANNOUNCES

APPOINTMENT OF CHIEF STRATEGY OFFICER

Harrisburg, PA – March 18, 2019 /PRNEWSWIRE/ Brett D. Fulk, President and Chief Executive Officer of Riverview Financial Corporation (the “Company”) (NASDAQ:RIVE), the holding company of Riverview Bank (the “Bank”), announced today the appointment of Steven A. Ehrlich as Senior Executive Vice President and Chief Strategy Officer for the Company and Bank. Prior to Mr. Ehrlich’s appointment as Chief Strategy Officer for Riverview he was President and served on the board of First Priority Financial Corp, where he also served as President and Chief Executive Officer of First Priority Bank. Mr. Ehrlich has an extensive background in banking, including serving as the Founder, Chairman, President and Chief Executive Officer of Affinity Bancorp, Inc. and its subsidiary Affinity Bank of Pennsylvania, a Bank headquartered in Wyomissing, Berks County PA which opened in 2003. Prior to starting Affinity, Mr. Ehrlich served as the Chief Lending and Chief Credit Officer for Main Street Bank, formerly Berks County Bank. Mr. Ehrlich’s experience within the banking industry was developed over the course of thirty-four (34) years in the industry, with extensive knowledge in all aspects of commercial banking, including but not limited to generating capital, commercial lending, retail banking, operational oversight of finance, deposit and loan operations, compliance, human resources and information technology. Mr. Ehrlich is a graduate of The College of Wooster, Wooster, Ohio. He is involved in many charitable and non-profit activities and currently serves on the Board of Directors of the Wilson School District. Mr. Ehrlich resides in Berks County with his wife Sarah and has a daughter, Brittney, who attends medical school.

“I consider us very fortunate to be adding someone of Steve’s caliber to the Riverview team. Given the many years I have interacted with him, working in close proximity within the same industry and working on several projects together over many years, I know Steve to be a man of excellent character, exceptional talent, valuable experience, and unparalleled market presence within the communities he has lived and worked his entire career”, stated Brett D. Fulk. “Mr. Ehrlich’s personality, extensive banking experience, and long-standing, established relationships and contacts make him an excellent fit for Riverview, and he will have an immediate, positive impact on our company. Steve will be charged with the identification, development and implementation of many strategic initiatives for Riverview as we continue to pursue profitable growth opportunities, increase our focus on operational efficiencies, and enhance our efforts to identify and deploy technological innovations available within the financial sector” concluded Fulk.

About Riverview Financial Corporation

Riverview Financial Corporation is the parent company of Riverview Bank and its operating divisions Citizens Neighborhood Bank, CBT Bank, Riverview Wealth Management and CBT Financial and Trust Management. An independent community bank, Riverview Bank serves the Pennsylvania market areas of Berks, Blair, Centre, Clearfield, Dauphin, Huntingdon, Lebanon, Lycoming, Northumberland, Perry, Schuylkill and Somerset Counties through 28 community banking offices and 4 limited purpose offices. Each office, interdependent with the community, offers a comprehensive array of financial products and services to individuals, businesses, not-for-profit organizations and government entities. The Wealth Management and Trust divisions, with assets under management exceeding $350 million, provide trust and investment advisory services to the general public, businesses and not-for-profit organizations. Riverview’s business philosophy includes offering direct access to senior management and other officers and providing friendly, informed and courteous service, local and timely decision making, flexible and reasonable operating procedures and consistently applied credit policies. The Company’s common stock trades on the Nasdaq Global Market under the symbol “RIVE”. The Investor Relations site can be accessed at https://www.riverviewbankpa.com/.

SOURCE: Riverview Financial Corporation

Contact: Scott A. Seasock, CFO at 717.827.4039 or [email protected]


Safe Harbor Forward-Looking Statements:

We make statements in this press release, and we may from time to time make other statements regarding our outlook or expectations for future financial or operating results and/or other matters regarding or affecting Riverview Financial Corporation, Riverview Bank, and its subsidiaries (collectively, “Riverview”) that may be considered “forward-looking statements” as defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements may be identified by the use of such words as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “intend” and “potential.” For these statements, Riverview claims the protection of the statutory safe harbors for forward-looking statements.

Riverview cautions you that a number of important factors could cause actual results to differ materially from those currently anticipated in any forward-looking statement. Such factors include, but are not limited to: prevailing economic and political conditions, particularly in our market area; credit risk associated with our lending activities; changes in interest rates, loan demand, real estate values and competition; changes in accounting principles, policies, and guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues; and other economic, competitive, governmental, regulatory and technological factors affecting Riverview’ operations, pricing, products and services and other factors that may be described in Riverview’ Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q as filed with the Securities and Exchange Commission from time to time. The forward-looking statements are made as of the date of this release, and, except as may be required by applicable law or regulation, Riverview assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

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