0001193125-12-462988.txt : 20121109 0001193125-12-462988.hdr.sgml : 20121109 20121109150207 ACCESSION NUMBER: 0001193125-12-462988 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20121109 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20121109 DATE AS OF CHANGE: 20121109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DCB FINANCIAL CORP CENTRAL INDEX KEY: 0001025877 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 311469837 STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22387 FILM NUMBER: 121193245 BUSINESS ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 BUSINESS PHONE: 740-657-7000 MAIL ADDRESS: STREET 1: 110 RIVERBEND AVE. CITY: LEWIS CENTER STATE: OH ZIP: 43035 8-K 1 d436307d8k.htm 8-K 8-K

 

 

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): November 9, 2012

 

 

DCB FINANCIAL CORP

(Exact name of registrant as specified in its charter)

 

 

 

Ohio   0-22387   31-1469837

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

   
110 Riverbend Avenue, Lewis Center, Ohio   43035
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (740) 657-7000

 

 

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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01. Regulation FD Disclosure.

DCB Financial Corp is electing to furnish under Item 7.01, the matters disclosed in its November 9, 2012 press release announcing, that it has extended the expiration date of the rights offering of common shares of stock to existing shareholders to November 26, 2012.

The information furnished pursuant to this Item 7.01 (including the exhibits hereto) shall not be considered “filed” under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be incorporated by reference into future filings by DCB Financial Corp under the Securities Act of 1933, as amended, or under the Exchange Act, unless DCB Financial Corp expressly sets forth in such future filings that such information is to be considered “filed” or incorporated therein by reference.

 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

99    Press Release of DCB Financial Corp., dated November 9, 2012.

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
Date: November 9, 2012     By:   /s/ John A. Ustaszewski
      John A. Ustaszewski
      Senior Vice President and Chief Financial Officer
 EX-99 2 d436307dex99.htm EX-99 EX-99

Exhibit 99

DCB FINANCIAL CORP ANNOUNCES RIGHTS OFFERING EXTENSION

LEWIS CENTER, Ohio, November 9, 2012 – DCB Financial Corp, (OTC Bulletin Board DCBF), parent holding company of The Delaware County Bank & Trust Company, Lewis Center, Ohio (the “Bank”) announced a 14 day extension of the rights offering of common shares of stock to existing shareholders as part of the Company’s $13.2 million capital raise.

Shareholders as of the August 29, 2012 record date now have until 5:00 p.m., Eastern Time, on November 26, 2012 to exercise their subscription rights in the offering.

“The Board of Directors thought it would be prudent to extend our rights offering deadline,” noted Ronald J. Seiffert, President and Chief Executive Officer. “While Hurricane Sandy did not directly affect us in Central Ohio, our subscription agent, Broadridge Financial, is located on the East Coast which may have delayed communications with our shareholders. We owe it to our shareholders to give them every opportunity to make a decision.”

DCB Financial Corp is conducting the rights offering to raise capital so that Delaware County Bank can meet the increased capital ratios required by its regulators and to provide capital to fuel future growth.

Shareholders with specific questions are urged to contact Broadridge Financial, the subscription agent, at (800) 733-1121.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to the registration or qualification of the securities under the securities laws of such state. The rights offering will be made only by means of a prospectus, copies of which were mailed to all record date shareholders. You may also request a copy of the prospectus by contacting the information agent for the rights offering, Broadridge, Attn: Re-Organization Department, 1981 Marcus Avenue – Suite 100, Lake Success, NY 11042, (800) 733-1121.

About DCB Financial Corp:

DCB Financial Corp is the financial holding company of The Delaware County Bank and Trust Company, which provides personal, small business and commercial banking services to individuals and businesses throughout Delaware, Union and northern Franklin Counties in Central Ohio. The Bank was established in 1950 and is one of the largest community banks in Central Ohio.