8-K 1 form_8k073103.txt FORM 8-K FOR 2ND QUARTER EARNINGS 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 - July 31, 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 July 31, 2003 of DNB Financial Corporation, together with the summary financial information attached thereto, (filed pursuant to Item 9 hereof). 99.1 Section 906 Certification by Chief Executive Officer and Chief Financial Officer Item 8. Change in Fiscal Year. Not Applicable Item 9. Regulation FD Disclosure. On July 31, 2003, DNB Financial Corporation issued a press release concerning its Second Quarter Earnings. This press release, together with the summary financial information attached thereto, is filed herein, pursuant to Items 9 and 12 hereof, 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 July 31, 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 July 31, 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 Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans. Not Applicable Item 12. Results of Operations and Financial Condition. On July 31, 2003, DNB Financial Corporation issued a press release concerning its Second Quarter Earnings. This press release, together with the summary financial information attached thereto, is filed herein, pursuant to Items 9 and 12 hereof, as Exhibit 99. 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) /s/ Henry F. Thorne Date July 31, 2003 ------------------------------------ Henry F. Thorne, President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 99 Press Release dated July 31, 2003 of DNB Financial Corporation, together with the summary financial information attached thereto (filed pursuant to Items 9 and 12 hereof). Exhibit 99.1 Section 906 Certification by Chief Executive Officer and Chief Financial Officer