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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DNB FINANCIAL CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 23-2222567
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4 Brandywine Avenue, Downingtown, PA 19355
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(Address of Principal Executive Offices) (Zip Code)
1995 STOCK OPTION PLAN
(As amended and restated, effective as of April 27, 2004)
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(Full title of the plan)
Bruce E. Moroney, Chief Financial Officer
DNB FINANCIAL CORPORATION
4 Brandywine Avenue, Downingtown, Pennsylvania 19335
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(Name and address of agent for service)
(610) 873-5253
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered (1) per share (2) price (3) registration fee
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Common Stock (par value 200,000 shares $26.37 $5,274,000 $668.22
$1 per share)
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(1) Represents the number of additional, previously unregistered shares to be
issued under the 1995 Stock Option Plan (as amended and restated, effective as
of April 27, 2004) of DNB Financial Corporation (the "Plan") assuming issuance
and exercise, in addition to the remaining shares previously registered.
(2) The price per share of $26.37 is estimated, in accordance with Rule
457(h)(1) under the Securities Act, solely for the purpose of determining the
registration fee and was the average of the bid and asked prices per share of
the Common Stock on December 6, 2004.
(3) Estimated, in accordance with Rule 457(h)(1) under the Securities Act,
solely for the purpose of determining the registration fee.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and information filed by DNB Financial
Corporation (the "Company" or "Registrant") with the Securities and Exchange
Commission (the "Commission") are, as of their respective dates, incorporated
into this Registration Statement by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2003, as filed with the Commission on March 29, 2004
(File No. 0-16667);
(b) the Company's Quarterly Reports on Form 10-Q for the
fiscal quarters ended March 31, 2004 (filed with the Commission on May 17, 2004)
June 30 (filed with the Commission on August 12, 2004) and September 30, 2004
(filed with the Commission on November 15, 2004) (File No. 0-16667);
(c) the Company's definitive proxy statement for the 2004
annual meeting of shareholders filed with the Commission on April 27, 2004 (File
No. 0-16667); and
(d) the description of the Company's securities as contained
in the Company's registration on Form 8-A as filed with the Commission on April
4, 1988, and as contained in Amended and Restated Articles of Incorporation as
amended effective June 15, 2004 filed on August 14, 2001, as Exhibit 3(i) to the
Company's Form 10-Q (File No. 0-16667).
The class of securities to be offered pursuant to this S-8
registration statement is Common Stock of the par value of $1.00 per share, of
which the Company has authority to issue ten million (10,000,000) shares. The
holders of such shares of voting stock of the Company do not have the right to
cumulative voting. In each election of Directors every shareholder is entitled
to one vote for each Director to be elected, for each share of stock having the
right to vote in such election registered in his or her or its name. In
addition, the shares when issued will be fully paid and non-assessable.
All documents filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the effectiveness of this Registration Statement and prior to the filing of a
post-effective amendment hereto that either indicates that all securities
offered hereby have been sold or deregisters all securities then remaining
unsold shall be deemed to be incorporated by reference in this Registration
Statement and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document that also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Upon written or oral request by a Plan participant, the
Company will deliver a copy of each of the documents described in the two
preceding paragraphs to such participant free of charge. To request any or all
of such documents, a Plan participant may use the following address or telephone
number:
DNB Financial Corporation
4 Brandywine Avenue
Downingtown, PA 19335
Attention: Bruce E. Moroney, Chief Financial Officer
(610) 873-5253
The Company will also deliver to each Plan participant who
does not own any securities of the Company a copy of each report, proxy
statement and other communication that the Company distributes to its security
holders generally. Such materials will be sent at the time that it is sent to
the Company's security holders and, if not received by any such Plan
participant, may be obtained free of charge upon written or oral request using
the address or telephone number set forth in the preceding paragraph.
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Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
None.
Item 6. Indemnification of Directors and Officers.
Sections 1741 and 1747 of the Pennsylvania Business
Corporation Act, as amended (the "Act"), provides for indemnification of, and
insurance for any person who is or was a representative of the Company and
specifically empowers the Company to indemnify, subject to the standards therein
prescribed, any person who is or was a representative of the Company in
connection with any action, suit or proceeding brought or threatened by reason
of the fact that he is or was a representative of the Company. Articles 23 and
24 of the Company's Bylaws require the Company to indemnify each of the
Company's directors and officers in such capacity in which any such director or
officer acts for or on behalf of the Company including as an employee or agent.
The Bylaws provide that the Company will indemnify any officer
or director who was or is a party to, or is threatened to be made a party to, or
who is called to be a witness in connection with, any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason
of the fact that such person is or was an officer or director of the Company, or
is or was serving at the request of the Company as a director, officer, employee
or agent of a corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
Company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
In addition, the Company will indemnify any officer or
director who was or is a party to, or is threatened to be made a party to, or
who is called as a witness in connection with, any threatened, pending or
completed action or suit by or in the right of the Company to procure a judgment
in its favor by reason of the fact that such person is or was a director,
officer, and/or employee or agent of a corporation, partnership, joint venture,
trust or other enterprise against amounts paid in settlement and expenses
(including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of, or serving as a witness in, such
action or suit if he acted in good faith and in a manner he reasonably believed
to be in, or not opposed to, the best interests of the Company. No
indemnification will be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable for misconduct in the
performance of his duty to the Company.
The Bylaws permit the payment of expenses incurred by an
officer or director in defending a civil or criminal action, suit or proceeding
in advance of the final disposition of such action, suit or proceeding.
As provided in the Bylaws, the Company may purchase and
maintain insurance on behalf of any person who is or was an officer or director
of the Company, or is or was serving at the request of the Company as an officer
or director of a corporation, partnership, joint venture, trust or other
enterprise against any liability asserted against him and incurred by him in any
such capacity, or arising out of his status as such.
The Company will not indemnify any officer or director in any
case where the act or failure to act giving rise to the claim for
indemnification constituted willful misconduct or recklessness. The Bylaws also
provide that a director of the Company will not be personally liable for
monetary damages as such for any action taken or for any failure to take any
action, unless:
(a) the director has breached or failed to perform the duties
of his office, and
(b) the breach or failure to perform constitutes self-dealing,
willful misconduct or recklessness.
The Bylaws exclude:
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(a) the responsibility or liability of a director pursuant to a
criminal statute, or
(b) the liability of a director for the payment of taxes pursuant to
local, state or federal law.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
See the Exhibit Index attached to this Registration Statement.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act
of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or the most
recent post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this Registration
Statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be an
initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy or expressed in the Act and will
be governed by the final adjudication of such issue.
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EXHIBIT INDEX
Exhibit Description
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(5) Opinion of Stradley, Ronon, Stevens & Young, LLP.
(23) Consents.
(a) Consent of Stradley, Ronon, Stevens & Young, LLP (included
in Exhibit 5).
(b) Consent of KPMG LLP Independent Registered Public
Accounting Firm.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Downingtown, State of Pennsylvania, on December 10,
2004.
DNB FINANCIAL CORPORATION
(Registrant)
By /s/ Bruce E. Moroney
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Bruce E. Moroney
Chief Financial Officer
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Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
(Signature) (Date)
/s/ Henry F. Thorne December 10, 2004
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Henry F. Thorne
President and Chief Executive Officer
Director
/s/ Bruce E. Moroney December 10, 2004
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Bruce E. Moroney
Chief Financial Officer
(Principal Accounting Officer)
/s/ William S. Latoff December 10, 2004
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William S. Latoff
Director
Chairman of the Board
/s/ Thomas R. Greenleaf December 10, 2004
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Thomas R. Greenleaf
Director
/s/ James J. Koegel December 10, 2004
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James J. Koegel
Director
/s/ Eli Silberman December 10, 2004
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Eli Silberman
Director
/s/ James H. Thornton December 10, 2004
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James H. Thornton
Director
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