DNB 8k 11-15-05
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
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Date
of Report (Date of Earliest Event Reported):
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November
14, 2005
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__________________________________________
(Exact
name of registrant as specified in its charter)
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Pennsylvania
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0-16667
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23-2222567
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_____________________
(State
or other jurisdiction
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_____________
(Commission
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______________
(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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4
Brandywine Avenue, Downingtown, Pennsylvania
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19335
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_________________________________
(Address
of principal executive offices)
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___________
(Zip
Code)
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Registrant’s
telephone number, including area code:
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(610)
269-1040
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Not
Applicable
______________________________________________
Former
name or former address, if changed since last report
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:
[
]
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))
On
November 14, 2005, the registrant sold 265,730 shares of its common stock,
par
value $1.00 per share in a private, unregistered offering, at a cash sale price
of $21.00 per share. The registrant did not use any underwriters or placement
agents in the sale. Of the total offering, the registrant sold 209,648 shares
to
a total of 46 individuals and organizations not otherwise affiliated with the
registrant, and a total of 56,082 shares to certain of its directors and
officers as follows: William S. Latoff, 28,572 shares; William J. Hieb, 1200
shares; Mildred C. Joyner, 1,000 shares; James J. Koegel, 19,048 shares; Eli
Silberman, 1,191 shares; Thomas M. Miller, 3,571 shares; and Raymond Mincarelli,
1,500 shares. The aggregate offering price for the securities sold was $5.6
million in cash. The registrant did not pay any underwriting discounts or
commissions, and did not pay the brokerage fees for any purchasers of the
shares. The registrant relies upon the exemption from registration afforded
by
Section 4(2) of the Securities Act of 1933 and Rule 506 of SEC Regulation D
thereunder, in that: (a) the shares were sold only to individuals and
organizations qualifying as “accredited investors” under Regulation D; (b) the
shares were sold without any general solicitation or public advertising; (c)
the
purchasers provided the registrant with representations customary for a private
placement of securities; and (d) certificates delivered to the purchasers bear
a
restrictive legend. The shares are not subject to any related agreements, rights
or conditions other than the transfer restrictions. The registrant has no
material relationships with any of the purchasers other than its purchasing
directors and officers, except the relationship established by their purchase
of
the shares as described above. The shares sold constitute 11.8% of the number
of
shares outstanding of the class of equity securities sold, as determined
immediately after the sale of the shares. The registrant is contributing the
net
proceeds of the offering to its wholly owned subsidiary, DNB First, National
Association (the “Bank”), for use for the Bank’s general corporate
purposes.
Item
3.02. Unregistered Sales of Equity Securities.
Reference
is made to Item 1.01 hereof with respect to the unregistered issuance of 265,730
shares of the registrant's common stock, par value $1.00 per shares. The
disclosures set forth in Item 1.01 are incorporated herein as if set forth
in
full.
Item
7.01. Regulation FD Disclosure.
On
November 15, 2005, the registrant announced that it had sold 265,730 shares
of
its common stock, par value $1.00 per share in a private, unregistered offering,
at a cash sale price of $21.00 per share, for aggregate offering sale proceeds
of $5.6 million. A copy of the press release is attached hereto as Exhibit
99.1
and is incorporated herein by reference. Reference is made to Item 1.01 hereof
with respect to the unregistered issuance of 265,730 shares of the registrant's
common stock, par value $1.00 per shares. The disclosures set forth in Item
1.01
are incorporated herein as if set forth in full.
Item
9.01. Financial Statements and Exhibits.
(a)
Not
Applicable.
(b)
Not
Applicable.
(c)
Exhibits. The following exhibits are furnished herewith:
99.1
Press
Release, dated November 15, 2005, of DNB Financial Corporation
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.
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DNB
Financial Corporation
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November
15, 2005
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By:
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/s/
Bruce E. Moroney
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Name:
Bruce E. Moroney
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Title:
Chief Financial Officer
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