8-K 1 form_8k-112602.txt FORM 8-K 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 - November 26, 2002 DNB FINANCIAL CORPORATION (Exact name of registrant as specified in its charter) Pennsylvania 0-1667 23-2222567 ------------------------------------ ------------------ ----------------- (State or other jurisdiction (Commission File (IRS Employer of incorporation) Number) Identification Number) 4 Brandywine Avenue, P. O. Box 1004, Downingtown, Pennsylvania 19335-0904 -------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) Registrant's telephone number including area code: (610) 269-1040 -------------- N/A -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant Not Applicable. Item 2. Acquisition or Disposition of Assets Not Applicable. Item 3. Bankruptcy or Receivership Not Applicable. Item 4. Changes in Registrant's Certifying Accountant Not Applicable. Item 5. Other Events Not Applicable. Item 6. Resignations of Registrant's Directors Not Applicable. Item 7. Financial Statements and Exhibits Exhibit No. Exhibit 99 Press Release dated November 21, 2002 of DNB Financial Corporation (filed pursuant to Item 9 hereof). 99.1 Additional Correspondence - Certifications of financial statements by Chief Executive Officer and Chief Financial Officer Item 8. Change in Fiscal Year Not Applicable Item 9. Regulation FD Disclosure. ------------------------ On November 21, 2002, DNB Financial Corporation issued a press release concerning its declaration of a 5% stock dividend and a $0.13 cash dividend. This press release is filed herein, as part of this Item 9, as Exhibit 99. The Chief Executive Officer and Chief Financial Officer of DNB Financial Corporation (the "Company") each submitted to the Securities and Exchange Commission on November 26, 2002 the certifications required by Section 906 of the Sarbanes-Oxley Act of 2002 in connection with the filing of the Company's Current Report on Form 8-K dated November 26, 2002. Copies of the foregoing certifications are attached hereto as exhibit 99.1. 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 hereunto duly authorized. DNB FINANCIAL CORPORATION (Registrant) /s/ Henry F. Thorne --------------------------- Henry F. Thorne, President and Chief Executive Officer Dated: November 26, 2002