10-Q/A 1 l97316ae10vqza.txt DCB FINANCIAL CORP. 10-Q/A Page 1 of 9 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A AMENDMENT NO. 1 [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: SEPTEMBER 30, 2002 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0-22387 ----------- DCB Financial Corp. ----------------------------------------------------------------- (Exact name of registrant as specified in its charter) Ohio 31-1469837 ---------------------------------- --------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification Number) incorporation or organization) 110 Riverbend Avenue, Lewis Center, Ohio 43035 ---------------------------------------------- (Address of principal executive offices) (740) 657-7000 (Registrant's telephone number) ------------------------------- Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --------- ----------- Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date. Common stock, no par value Outstanding at November 5, 2002: 4,168,234 common shares FORM 10-Q/A QUARTER ENDED SEPTEMBER 30, 2002 -------------------------------------------------------------------------------- Table of Contents PART II - OTHER INFORMATION............................................. 3 SIGNATURES ........................................................... 4 CERTIFICATIONS.......................................................... 5 2. DCB FINANCIAL CORP. FORM 10-Q/A Quarter ended September 30, 2002 PART II - OTHER INFORMATION -------------------------------------------------------------------------------- Item 1 - Legal Proceedings: Please refer to the Registrant's previous report of a shareholder derivative action brought by S. Robert Davis that is contained in the Registrant's Quarterly Report on Form 10-Q, at Part II, Item 1 of that Report, filed with the Commission on August 14, 2002. Item 6 - Exhibits and Reports on Form 8-K: (a) Exhibits - The following exhibits are filed as a part of this report: Exhibit No. Exhibit ----------- ------- 3.1 Amended and Restated Articles of Incorporation of DCB Financial Corp. (Incorporated by reference to the Registrant's filing on Form S-4 on November 5, 1996. File No. 333-15579.) 3.2 Code of Regulations of DCB Financial Corp. (Incorporated by reference to the Registrant's filing on Form S-4 on November 5, 1996. File No. 333-15579.) 4. Instruments Defining the Rights of Security Holders. (See Exhibits 3.1 and 3.2.) 99.1 Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification pursuant to 18 U.S.C. 1350, as enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 3. DCB FINANCIAL CORP. 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. DCB FINANCIAL CORP. ------------------------------------------------- (Registrant) Date: November 15, 2002 /s/ Donald R. Blackburn -------------------- ------------------------------------------------- (Signature) Donald R. Blackburn Interim President and Principal Executive Officer Date: November 15, 2002 /s/ John A. Ustaszewski -------------------- ------------------------------------------------- (Signature) John A. Ustaszewski Vice President and Chief Financial Officer 4. DCB FINANCIAL CORP. CERTIFICATIONS I, Donald R. Blackburn, Interim President and Principal Executive Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q, including Amendment No. 1 on Form 10-Q/A, of DCB Financial Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 15, 2002 /s/ Donald R. Blackburn ---------------------------------------- (Signature) Title: Interim President and Principal Executive Officer 5. DCB FINANCIAL CORP. I, John A. Ustaszewski, Vice President and Chief Financial Officer, certify that: 1. I have reviewed this quarterly report on Form 10-Q, including Amendment No. 1 on Form 10-Q/A, of DCB Financial Corp.; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: November 15, 2002 /s/ John A. Ustaszewski -------------------------------------------- (Signature) Title: Vice President and Chief Financial Officer 6. DCB FINANCIAL CORPORATION INDEX TO EXHIBITS -------------------------------------------------------------------------------- EXHIBIT NUMBER DESCRIPTION PAGE NUMBER ------ ----------- ----------- 3.1 Amended and Restated Articles of Incorporation of NA DCB Financial Corp. (Incorporated by reference to the Registrant's filing on Form S-4 on November 5, 1996. File No. 333-15579.) 3.2 Code of Regulations of DCB Financial Corp. NA (Incorporated by reference to the Registrant's filing on Form S-4 on November 6, 1996. File No. 333-15579). 4 Instruments Defining the Rights of Security NA Holders. (See Exhibits 3.1 and 3.2.) 99.1 Certification pursuant to 18 U.S.C. 1350, as Page 8 enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 99.2 Certification pursuant to 18 U.S.C. 1350, as Page 9 enacted pursuant to section 906 of the Sarbanes-Oxley Act of 2002 7.