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): August 18, 2011
DCB FINANCIAL CORP
(Exact name of registrant as specified in its charter)
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Ohio |
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0-22387 |
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31-1469837 |
(State or other Jurisdiction of Incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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110 Riverbend Avenue, Lewis
Center, Ohio
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43035 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number,
including area code: (740) 657-7000
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(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 Departure of Directors or Certain Officers; Election of Director; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers.
Effective close of business on August 26, 2011, Tim Kirtley has resigned as Interim COO and Chief
Credit Officer of The Delaware County Bank & Trust Company (The Bank), the wholly-owned
subsidiary of DCB Financial Corp, to pursue other professional opportunities with a larger institution.
Mr. Kirtley joined The Bank in 2009 and was instrumental in developing a strong credit risk
management team, as well as improved risk management policies and procedures. Tom Whitney, Interim
President and CEO noted that over the last two years, Tim was able to build a solid framework of
credit controls for the bank. In addition he developed a well-organized risk management team
capable of carrying on the new credit culture of the bank. Mr. Whitney added, Though well miss
the leadership he has provided, we understand the professional opportunity for which hes leaving.
We wish him much success in the next step in his career.
The Bank has already begun a search for a new Chief Credit Officer.
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 thereunto duly authorized.
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DCB FINANCIAL CORP
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Date: August 18, 2011 |
By: |
/s/ John A. Ustaszewski
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John A. Ustaszewski |
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SVP and Chief Financial Officer |
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Business of DCB Financial Corp
DCB Financial Corp (the Corporation) is a financial holding company formed under the laws of the
State of Ohio. The Corporation is the parent of The Delaware County Bank & Trust Company, (the
Bank) a state-chartered commercial bank. The Bank conducts business from its main offices at 110
Riverbend Avenue in Lewis Center, Ohio, and through its 18 full-service branch offices located in
Delaware County, Ohio and surrounding communities. The Bank provides customary retail and
commercial banking services to its customers, including checking and savings accounts, time
deposits, IRAs, safe deposit facilities, personal loans, commercial loans, real estate mortgage
loans, night depository facilities and trust and personalized wealth management services. The Bank
also provides cash management, bond registrar and payment services. The Bank offers data processing
services to other financial institutions; however such services are not a significant part of its
current operations or revenues.
Application of Critical Accounting Policies
DCBs consolidated financial statements are prepared in accordance with accounting principles
generally accepted in the United States of America and follow general practices within the
financial services industry. The application of these principles requires management to make
estimates, assumptions, and judgments that affect the amounts reported in the financial statements
and accompanying notes. These estimates, assumptions, and judgments are based on information
available as of the date of the financial statements; as this information changes, the financial
statements could reflect different estimates, assumptions, and judgments.
The most significant accounting policies followed by the Corporation are presented in Note 1 of the
audited consolidated financial statements contained in the Corporations 2009 Annual Report to
Shareholders. These policies, along with the disclosures presented in the other financial
statement notes and in this financial review, provide information on how significant assets and
liabilities are valued in the financial statements and how those values are determined.
Forward-Looking Statements
Certain statements in this report constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, such as statements relating to the financial
condition and prospects, lending risks, plans for future business development and marketing
activities, capital spending and financing sources, capital structure, the effects of regulation
and competition, and the prospective business of both the Corporation and its wholly-owned
subsidiary The Delaware County Bank & Trust Company (the Bank). Where used in this report, the
word anticipate, believe, estimate, expect, intend, and similar words and expressions, as
they relate to the Corporation or the Bank or their respective management, identify forward-looking
statements. Such forward-looking statements reflect the current views of the Corporation and are
based on information currently available to the management of the Corporation and the Bank and upon
current expectations, estimates, and projections about the Corporation and its industry,
managements belief with respect thereto, and certain assumptions made by management. These
forward-looking statements are not guarantees of future performance and are subject to risks,
uncertainties, and other factors that could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to: (i) significant increases in competitive pressure in the banking
and financial services industries; (ii) changes in the interest rate environment which could reduce
anticipated or actual margins; (iii) changes in political conditions or the legislative
or regulatory environment; (iv) general economic conditions, either nationally or regionally
(especially in central Ohio), becoming less favorable than expected resulting in, among other
things, a deterioration in credit quality of assets; (v) changes occurring in business conditions
and inflation; (vi) changes in technology; (vii) changes in monetary and tax policies; (viii)
changes in the securities markets; and (ix) other risks and uncertainties detailed from time to
time in the filings of the Corporation with the Commission.
The Corporation does not undertake, and specifically disclaims any obligation, to publicly revise
any forward-looking statements to reflect events or circumstances after the date of such statements
or to reflect the occurrence of anticipated or unanticipated events.