-----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, IfVuyMrFCP5frkHAo+6x5yUkiIupDtbZocdm6yH+WEkE+pB1+35dhGp3MwORP8aZ NHSw7iXMT2tVym9IKd9xew== 0000950159-04-001062.txt : 20041210 0000950159-04-001062.hdr.sgml : 20041210 20041210152911 ACCESSION NUMBER: 0000950159-04-001062 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20041210 DATE AS OF CHANGE: 20041210 EFFECTIVENESS DATE: 20041210 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: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-121145 FILM NUMBER: 041196174 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 S-8 1 dnbs-8.txt -------------------------------- OMB APPROVAL -------------------------------- OMB Number: 3235-0066 Expires: August 31, 2007 Estimated average burden hours per response.....24.00 -------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DNB FINANCIAL CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 23-2222567 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4 Brandywine Avenue, Downingtown, PA 19355 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) 1995 STOCK OPTION PLAN (As amended and restated, effective as of April 27, 2004) - -------------------------------------------------------------------------------- (Full title of the plan) Bruce E. Moroney, Chief Financial Officer DNB FINANCIAL CORPORATION 4 Brandywine Avenue, Downingtown, Pennsylvania 19335 - -------------------------------------------------------------------------------- (Name and address of agent for service) (610) 873-5253 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ---------------------- ----------------------- ---------------------- Proposed maximum Proposed maximum Title of securities Amount to be offering price aggregate offering Amount of to be registered registered (1) per share (2) price (3) registration fee - ------------------------- ---------------------- ---------------------- ----------------------- ---------------------- Common Stock (par value 200,000 shares $26.37 $5,274,000 $668.22 $1 per share) - ------------------------- ---------------------- ---------------------- ----------------------- ---------------------- (1) Represents the number of additional, previously unregistered shares to be issued under the 1995 Stock Option Plan (as amended and restated, effective as of April 27, 2004) of DNB Financial Corporation (the "Plan") assuming issuance and exercise, in addition to the remaining shares previously registered. (2) The price per share of $26.37 is estimated, in accordance with Rule 457(h)(1) under the Securities Act, solely for the purpose of determining the registration fee and was the average of the bid and asked prices per share of the Common Stock on December 6, 2004. (3) Estimated, in accordance with Rule 457(h)(1) under the Securities Act, solely for the purpose of determining the registration fee.
Part II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference. The following documents and information filed by DNB Financial Corporation (the "Company" or "Registrant") with the Securities and Exchange Commission (the "Commission") are, as of their respective dates, incorporated into this Registration Statement by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2003, as filed with the Commission on March 29, 2004 (File No. 0-16667); (b) the Company's Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2004 (filed with the Commission on May 17, 2004) June 30 (filed with the Commission on August 12, 2004) and September 30, 2004 (filed with the Commission on November 15, 2004) (File No. 0-16667); (c) the Company's definitive proxy statement for the 2004 annual meeting of shareholders filed with the Commission on April 27, 2004 (File No. 0-16667); and (d) the description of the Company's securities as contained in the Company's registration on Form 8-A as filed with the Commission on April 4, 1988, and as contained in Amended and Restated Articles of Incorporation as amended effective June 15, 2004 filed on August 14, 2001, as Exhibit 3(i) to the Company's Form 10-Q (File No. 0-16667). The class of securities to be offered pursuant to this S-8 registration statement is Common Stock of the par value of $1.00 per share, of which the Company has authority to issue ten million (10,000,000) shares. The holders of such shares of voting stock of the Company do not have the right to cumulative voting. In each election of Directors every shareholder is entitled to one vote for each Director to be elected, for each share of stock having the right to vote in such election registered in his or her or its name. In addition, the shares when issued will be fully paid and non-assessable. All documents filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the effectiveness of this Registration Statement and prior to the filing of a post-effective amendment hereto that either indicates that all securities offered hereby have been sold or deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Upon written or oral request by a Plan participant, the Company will deliver a copy of each of the documents described in the two preceding paragraphs to such participant free of charge. To request any or all of such documents, a Plan participant may use the following address or telephone number: DNB Financial Corporation 4 Brandywine Avenue Downingtown, PA 19335 Attention: Bruce E. Moroney, Chief Financial Officer (610) 873-5253 The Company will also deliver to each Plan participant who does not own any securities of the Company a copy of each report, proxy statement and other communication that the Company distributes to its security holders generally. Such materials will be sent at the time that it is sent to the Company's security holders and, if not received by any such Plan participant, may be obtained free of charge upon written or oral request using the address or telephone number set forth in the preceding paragraph. 2 Item 4. Description of Securities. Not applicable. Item 5. Interests of Named Experts and Counsel. None. Item 6. Indemnification of Directors and Officers. Sections 1741 and 1747 of the Pennsylvania Business Corporation Act, as amended (the "Act"), provides for indemnification of, and insurance for any person who is or was a representative of the Company and specifically empowers the Company to indemnify, subject to the standards therein prescribed, any person who is or was a representative of the Company in connection with any action, suit or proceeding brought or threatened by reason of the fact that he is or was a representative of the Company. Articles 23 and 24 of the Company's Bylaws require the Company to indemnify each of the Company's directors and officers in such capacity in which any such director or officer acts for or on behalf of the Company including as an employee or agent. The Bylaws provide that the Company will indemnify any officer or director who was or is a party to, or is threatened to be made a party to, or who is called to be a witness in connection with, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that such person is or was an officer or director of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of a corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. In addition, the Company will indemnify any officer or director who was or is a party to, or is threatened to be made a party to, or who is called as a witness in connection with, any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that such person is or was a director, officer, and/or employee or agent of a corporation, partnership, joint venture, trust or other enterprise against amounts paid in settlement and expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of, or serving as a witness in, such action or suit if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Company. No indemnification will be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for misconduct in the performance of his duty to the Company. The Bylaws permit the payment of expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. As provided in the Bylaws, the Company may purchase and maintain insurance on behalf of any person who is or was an officer or director of the Company, or is or was serving at the request of the Company as an officer or director of a corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such. The Company will not indemnify any officer or director in any case where the act or failure to act giving rise to the claim for indemnification constituted willful misconduct or recklessness. The Bylaws also provide that a director of the Company will not be personally liable for monetary damages as such for any action taken or for any failure to take any action, unless: (a) the director has breached or failed to perform the duties of his office, and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The Bylaws exclude: 3 (a) the responsibility or liability of a director pursuant to a criminal statute, or (b) the liability of a director for the payment of taxes pursuant to local, state or federal law. Item 7. Exemption from Registration Claimed. Not applicable. Item 8. Exhibits. See the Exhibit Index attached to this Registration Statement. Item 9. Undertakings. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in this Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be an initial bona fide offering thereof; and (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy or expressed in the Act and will be governed by the final adjudication of such issue. 4 EXHIBIT INDEX Exhibit Description - ------- ----------- (5) Opinion of Stradley, Ronon, Stevens & Young, LLP. (23) Consents. (a) Consent of Stradley, Ronon, Stevens & Young, LLP (included in Exhibit 5). (b) Consent of KPMG LLP Independent Registered Public Accounting Firm. SIGNATURES The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Downingtown, State of Pennsylvania, on December 10, 2004. DNB FINANCIAL CORPORATION (Registrant) By /s/ Bruce E. Moroney -------------------------------- Bruce E. Moroney Chief Financial Officer 5 Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated. (Signature) (Date) /s/ Henry F. Thorne December 10, 2004 - ------------------------------ Henry F. Thorne President and Chief Executive Officer Director /s/ Bruce E. Moroney December 10, 2004 - ------------------------------ Bruce E. Moroney Chief Financial Officer (Principal Accounting Officer) /s/ William S. Latoff December 10, 2004 - ------------------------------ William S. Latoff Director Chairman of the Board /s/ Thomas R. Greenleaf December 10, 2004 - ------------------------------ Thomas R. Greenleaf Director /s/ James J. Koegel December 10, 2004 - ------------------------------ James J. Koegel Director /s/ Eli Silberman December 10, 2004 - ------------------------------ Eli Silberman Director /s/ James H. Thornton December 10, 2004 - ------------------------------ James H. Thornton Director 6 EX-5 2 ex5.txt Stradley Ronon Stevens & Young, LLP Great Valley Corporate Center 30 Valley Stream Parkway Malvern, Pennsylvania 19355-1481 Telephone (610) 640-5800 Fax: (610) 640-1965 David F. Scranton Direct Dial: (610) 640-5806 E-mail: dscranton@stradley.com December 10, 2004 DNB Financial Corporation 4 Brandywine Avenue Downingtown, PA 19335 Re: Registration Statement on Form S-8 with respect to the 1995 Stock Option Plan of DNB Financial Corporation (as Amended and Restated, effective as of April 27, 2004) Dear Sirs: We have acted as counsel for DNB Financial Corporation (the "Company") in connection with the preparation and filing with the Securities and Exchange Commission of a registration statement on Form S-8 (the "Registration Statement"), for the purpose of registering under the Securities Act of 1933, as amended, 200,000 additional shares (the "Shares") of the common stock of the Company, par value $1.00 per share (the "Common Stock"). The Shares are issuable upon the exercise of stock options (the "Options") to be granted pursuant to the Company's 1995 Stock Option Plan, as amended and restated effective as of April 27, 2004 (the "Plan") and individual option agreements, consistent with the terms of the Plan, to be entered into hereafter upon approval by the Company's board of directors with certain employees and directors of the Company (the "Individual Option Agreements"). In our capacity as counsel, we have been requested to render the opinions set forth in this letter and, in connection therewith, we have reviewed the following documents: (i) the Registration Statement, (ii) the Plan, (iii) the Company's Articles of Incorporation, as amended, certified as true and correct by the Secretary of the Commonwealth of Pennsylvania, (iv) certain minutes of meetings of the Board of Directors and shareholders of the Company, certified as true and correct by the Secretary of the Company, (v) Bylaws of the Company, as amended, certified as true and correct by the Secretary of the Company, (vi) a Certificate of the Secretary of the Company dated December 10, 2004, and (vii) such other documents, instruments and records as we deemed necessary or appropriate for purposes of rendering this option. In rendering this opinion, we have assumed and relied upon, without independent investigation, (i) the authenticity, completeness, truth and due authorization, execution and delivery of all documents submitted to us as Philadelphia, PA - Harrisburg, PA - Wilmington, DE - Cherry Hill, NJ - Washington, DC A Pennsylvania Limited Liability Partnership DNB Financial Corporation Re: S-8 Registration Statement - 1995 Stock Option Plan as Amended and Restated December 10, 2004 Page 2 originals, (ii) the genuineness of all signatures on all documents submitted to us as originals, and (iii) the conformity to the originals of all documents submitted to us as certified or photostatic copies. The laws covered by the opinion expressed herein are limited to (a) the federal statutes, judicial decisions and rules and regulations of the governmental agencies of the United States of America and (b) the Pennsylvania Business Corporation Law. This opinion letter is given only with respect to laws and regulations presently in effect. We assume no obligation to advise you of any changes in law or regulation which may hereafter occur, whether the same are retroactively or prospectively applied, or to update or supplement this letter in any fashion to reflect any facts or circumstances which hereafter come to our attention. Based upon, and subject to, the foregoing, we are of the opinion that the Shares, when issued upon proper exercise of the Options pursuant to and in accordance with the Plan and the respective Individual Option Agreements, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement. Furthermore, we hereby consent to the filing of this opinion letter as an exhibit to any applications for registration, qualification, or exemption, as the case may be, filed by, or on behalf of, the Company under the securities laws of the several states and other jurisdictions of the United States relating to the offering described in the Registration Statement. Very truly yours, STRADLEY, RONON, STEVENS & YOUNG, LLP By: /s/ David F. Scranton -------------------------- David F. Scranton A Partner EX-23 3 ex23.txt Consent of Independent Registered Public Accounting Firm The Board of Directors DNB Financial Corporation: We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated January 22, 2004, with respect to the consolidated statements of financial condition of DNB Financial Corporation and subsidiary as of December 31, 2003 and 2002, and the related consolidated statements of operations, stockholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2003, which appears in the 2003 Annual Report to Shareholders of DNB Financial Corporation, which is incorporated by reference in the DNB Financial Corporation Annual Report on Form 10-K for the year ended December 31, 2003. /s/ KPMG LLP Philadelphia, Pennsylvania December 10, 2004 -----END PRIVACY-ENHANCED MESSAGE-----