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): December 5, 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 December 5, 2012 press release announcing, that it has completed the rights offering of common shares of stock to existing shareholders.
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
| 99.1 | Press Release of DCB Financial Corp., dated December 5, 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: December 5, 2012 | ||||||||
| By: | /s/ John A. Ustaszewski | |||||||
| John A. Ustaszewski | ||||||||
| Senior Vice President and Chief Financial Officer |
Exhibit 99.1
| Contact: | John Ustaszewski | FOR IMMEDIATE RELEASE | ||||
| SVP and Chief Financial Officer (740) 657-7510 justaszewski@dcb-t.com |
December 5, 2012 |
DCB FINANCIAL CORP ANNOUNCES SUCCESSFUL $13.2 MILLION CAPITAL RAISE
LEWIS CENTER, Ohio, December 5, 2012 – DCB Financial Corp, (OTC Bulletin Board DCBF), parent holding company of The Delaware County Bank & Trust Company, Lewis Center, Ohio (the “Bank”) is pleased to announce the successful completion of the Company’s $13.2 million capital raise.
The $13.2 million capital raise involved a rights offering to existing DCBF shareholders and a private offering to local standby investors. The rights offering was oversubscribed. DCB Financial Corp anticipates that it will close the private offering and issue the 3,474,964 shares of common stock to the standby investors and rights offering participants as soon as possible after December 5, 2012. The new capital will allow the Delaware County Bank to meet the increased capital ratios required by its regulators and to provide capital to fuel future growth.
“This is great day for DCB Financial Corp and the Delaware County Bank,” noted Ronald J. Seiffert, President and Chief Executive Officer. “Despite the tough economic climate, both our existing shareholders and the local new investors who participated in this offering see the potential and enthusiasm surrounding our company. With this infusion of capital we are positioned to satisfy the regulatory capital requirements and have the ability and flexibility to execute on future growth opportunities.”
DCB retained Sandler O’Neill + Partners, L.P. (Sandler O’Neill) as its financial adviser, Vorys, Sater, Seymour and Pease, LLP (Vorys) as its legal counsel and Broadridge Financial as the subscription and information agent to assist the company in raising the necessary capital.
“We were very fortunate to have had the expertise, professionalism and counsel of Sandler O’Neill, Vorys and Broadridge,” added Seiffert. “The process of raising capital in this economic environment was arduous and their assistance was invaluable.”
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.