-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SJAUyvEUWeh11hL4+Ign0RNHrJlMn2LPVYMcfCvNerXCILu/JYkEBnE9g8/gu1aU 4jFdKNbrzkAJUN0knTU1Dg== 0000713671-03-000021.txt : 20030528 0000713671-03-000021.hdr.sgml : 20030528 20030528164153 ACCESSION NUMBER: 0000713671-03-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030528 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030528 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DNB FINANCIAL CORP /PA/ CENTRAL INDEX KEY: 0000713671 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 232222567 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-16667 FILM NUMBER: 03721945 BUSINESS ADDRESS: STREET 1: 4 BRANDYWINE AVE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 BUSINESS PHONE: 6102691040 MAIL ADDRESS: STREET 1: 4 BRANDYWINE AVENUE CITY: DOWNINGTOWN STATE: PA ZIP: 19335 8-K 1 form_8k-052803.txt 2ND QUARTER DIVIDEND 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 - May 28, 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 May 28, 2003 of DNB Financial Corporation ( filed pursuant to Item 9 hereof). 99.1 Additional Correspondence - Certifications of financial statements by Chief Executive Officer and Chief Financial Officer Item 8. Change in Fiscal Year Not Applicable Item 9. Regulation FD Disclosure. On May 28, 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 May 28, 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 May 28, 2003. Copies of the foregoing certifications are attached hereto as exhibit 99.1, 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. Not Applicable 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 May 28, 2003 -------------- EXHIBIT INDEX Exhibit No. Description - ----------- ------------ Exhibit 99 Press Release dated May 28, 2003 of DNB Financial Corporation (filed pursuant to Item 9 hereof). Exhibit 99.2 Certification of the Periodic Report by Chief Executive Officer and Chief Financial Officer (filed pursuant to Item 9 hereof). EX-99 3 press_rel-052803.txt PRESS RELEASE DNB Financial Corporation For further information, please contact: Bruce Moroney CFO/ Senior Vice President 610-873-5253 FOR IMMEDIATE RELEASE DOWNINGTOWN NATIONAL BANK DNB Financial Corporation Declares a $0.13 Cash Dividend (May 28, 2003 -- Downingtown, PA) The Board of Directors of DNB Financial Corporation, parent of the Downingtown National Bank, has declared a cash dividend of $0.13 per share for the second quarter of 2003 to shareholders of record on June 10, 2003. The cash dividend will be paid on June 20, 2003. DNB Financial Corporation is a bank holding company whose bank subsidiary, Downingtown National Bank, is a commercial bank and a member of the FDIC. The Bank, headquartered in Downingtown, Chester County, Pennsylvania, has nine (9) full service offices. Through DNB Advisors, Downingtown National Bank provides wealth management and trust services to individuals and businesses throughout Chester County. The Bank and its subsidiary, DNB Financial Services, Inc., make available certain nondepository products and services, such as securities brokerage, mutual funds, life insurance and annuities. Customers may also visit us on our website at http://www.dnb4you.com. Inquiries regarding the purchase of DNB Financial Corporation stock may be made through the market markers listed on our website at http://www.dnb4you.com. Downingtown National Bank, the oldest bank in Chester County, operates nine branches centrally located throughout the county and offers more than 130 personal and business banking products and banking options, including banking by phone, Internet banking, and early morning drive-in teller lanes. For more information, see www.dnb4you.com on the Internet or call 610-269-1040. 4 Brandywine Avenue o Downingtown, PA 19335-0904 o (610) 269-1040 EX-99 4 cert_052803.txt CERTIFICATIONS CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Current Report on Form 8-K dated May 28, 2003 of DNB Financial Corp. (the "Company") as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, Henry F.Thorne, President and Chief Executive Officer, and Bruce E. Moroney, Chief Financial Officer, hereby certify, pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to our knowledge: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a)); and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/Henry F. Thorne /s/Bruce E. Moroney - ----------------------------------- ------------------------ Henry F. Thorne Bruce E. Moroney President and Chief Executive Officer Chief Financial Officer May 28, 2003 -----END PRIVACY-ENHANCED MESSAGE-----