8-K 1 form_8k-042303.txt PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report - April 24, 2003 DNB FINANCIAL CORPORATION (Exact name of registrant as specified in its chapter) Pennsylvania 0-1667 23-2222567 ------------ ------ ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4 Brandywine Avenue, P.O. Box 1004, Downingtown, Pennsylvania 19335-0904 ------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610)269-1040 ------------- N/A (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant. Not Applicable Item 2. Acquisition or Disposition of Assets. Not Applicable Item 3. Bankruptcy or Receivership. Not Applicable Item 4. Changes in Registrant's Certifying Accountant. Not Applicable Item 5. Other Events and Regulation FD Disclosure. Not Applicable Item 6. Resignations of Registrant's Directors. Not Applicable Item 7. Financial Statements and Exhibits. Exhibit No. Exhibit ----------- ------- 99 Press Release dated April 24, 2003 of DNB Financial Corporation (filed pursuant to Item 9 hereof). 99.1 Code of Ethics dated April 22, 2003 of DNB Financial Corporation (filed pursuant to Item 10 hereof). 99.2 Certification of the Periodic Report by Chief Executive Officer and Chief Financial Officer (filed pursuant to Item 9 hereof). Item 8. Change in Fiscal Year. Not Applicable Item 9. Regulation FD Disclosure. On April 24, 2003, DNB Financial Corporation issued a press release concerning its First Quarter Earnings. This press release is filed herein, as part of this Item 9, as Exhibit 99. The Chief Executive Officer and Chief Financial Officer of DNB Financial Corporation (the "Company") each submitted to the Securities and Exchange Commission on April 24, 2003 the certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the filing of the Company's Current Report on Form 8-K dated April 24, 2003. Copies of the foregoing certifications are attached hereto as exhibit 99.2, but shall be treated as only "accompanying" this filing and shall not be deemed incorporated herein. Item 10. Amendments to the Registrant's Code of Ethics,or Waiver of a Provision of the Code of Ethics. On April 22, 2003, DNB Financial Corporation amended its Code of Ethics for all directors, the principal executive officer, senior financial officers, and employees as required by Section 406(b) of the Sarbanes-Oxley Act of 2002. This Code of Ethics, as amended, is filed herein, as part of this Item 10, as Exhibit 99.1. 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. DNB Financial Corporation (Registrant) DNB FINANCIAL CORPORATION --------------------------- (Registrant) /s/ Henry F. Thorne --------------------------- Henry F. Thorne, President and Chief Executive Officer Date April 24, 2003 -------------- EXHIBIT INDEX Exhibit No. Description ----------- ------------ Exhibit 99 Press Release dated April 24, 2003 of DNB Financial Corporation (filed pursuant to Item 9 hereof). Exhibit 99.1 Code of Ethics dated April 22, 2003 of DNB Financial Corporation (filed pursuant to Item 10 hereof). Exhibit 99.2 Certification of the Periodic Report by Chief Executive Officer and Chief Financial Officer (filed pursuant to Item 9 hereof).