UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
DNB Financial Corporation
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(Name of Issuer)
Common stock, par value $1.00 per share
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(Title of Class of Securities)
233237 10 6
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(CUSIP Number)
Bruce E. Moroney
EVP and Chief Financial Officer
DNB Financial Corporation
4 Brandywine Avenue
Downingtown, PA 19335
(484) 359-3153
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 22, 2005
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(Date of Event which Requires Filing of this Statement) If the filing
person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. [ ]
CUSIP No. 233237 10 6
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1. Names of Reporting Person - William S. Latoff
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2. Check the Appropriate Box if a Member of a Group
(a)
(b) X
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3. SEC Use Only
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4. Source of Funds (See Instructions) PF
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
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6. Citizenship or Place of Organization - U.S.A.
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7. Sole Voting Power 162,655
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8. Shared Voting Power
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9. Sole Dispositive Power - 162,655
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10. Shared Dispositive Power
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11. Aggregate Amount Beneficially Owned by Reporting Person -
162,655
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12. Check if the Aggregate Amount in Row (11) Excludes Certain
Shares [ ]
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13. Percent of Class Represented by Amount in Row (11) 6.73 %
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14. Type of Reporting Person IN
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Item 1. Security and Issuer
The class of securities to which this statement relates is common stock, par
value $1.00 per share (the "Common Stock"), of DNB Financial Corporation (the
"Issuer"), and the principal executive offices of the Issuer are located at 4
Brandywine Avenue, Downingtown, PA 19335.
Item 2. Identity and Background
The identity and background for each person filing this statement and each
person enumerated in Instruction C to Schedule 13D is as follows: During the
last five years, none of the reporting persons nor any person enumerated in
Instruction C to Schedule 13D has been convicted in a criminal proceeding or was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which proceeding such person was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
(a) Name: William S. Latoff
(b) Business address: c/o DNB Financial Corporation, 4 Brandywine
Avenue, Downingtown, PA 19335
(c) Present principal occupation or employment: Mr. Latoff is the
Chairman and Chief Executive Officer of the Issuer, whose
principal business address is 4 Brandywine Avenue, Downingtown,
PA 19335.
(f) Citizenship: U.S.
Item 3. Source and Amount of Funds or Other Consideration
The sources of funds used to purchase shares of Common Stock owned by William S.
Latoff were personal funds. Mr. Latoff did not borrow any of the funds used to
purchase any of the Common Stock. Of the 162,655 shares reported, 50,352 are
represented by unexercised options to acquire shares granted by the Issuer to
Mr. Latoff. Since April 19, 2005, the date of the last transaction covered by
the original report, all shares of Common Stock acquired by Mr. Latoff were
acquired by purchase (35,083 shares), by grant of restricted shares from the
Issuer at no cash consideration (4,200 shares) or by option grant by the Issuer
for no cash consideration (17,000 shares).
Item 4. Purpose of Transaction
Messrs. Latoff has acquired all shares of Common Stock for general investment
purposes. Mr. Latoff may purchase additional shares of Common Stock in private
or open-market transactions for investment purposes, or dispose of shares of
Common Stock.
Mr. Latoff in his capacity as an investor in securities of the Issuer, has no
plan or proposal with respect to (a) the acquisition by any person of additional
securities of the issuer, or the disposition of securities of the issuer; (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the issuer or any of its subsidiaries; (c) a sale or
transfer of a material amount of assets of the issuer or any of its
subsidiaries; (d) any change in the present board of directors or management of
the issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board; (e) any material
change in the present capitalization or dividend policy of the issuer; (f) any
other material change in the issuer's business or corporate structure including
but not limited to, if the issuer is a registered closed-end investment company,
any plans or proposals to make any changes in its investment policy for which a
vote is required by section 13 of the Investment Company Act of 1940; (g)
changes in the issuer's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the issuer by any
person; (h) causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the issuer becoming eligible for termination
of registration pursuant to Section 12(g)(4) of the Act; or (j) any action
similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) William S. Latoff beneficially owns, for purposes of this report,
162,655 shares of Common Stock, which represent 6.73% of the
shares of Common Stock outstanding as of December 27, 2005.
(b) Of the shares beneficially owned by William S. Latoff, all are
held by Mr. Latoff directly, over which he has sole voting and
dispositive power.
(c) The following transactions in the Common Stock of the Issuer have
occurred since April 19, 2005 that were effected by William S.
Latoff:
Person Effecting Date No. Shares Price/Share Where/How Effected
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William S. Latoff 5/25/2005 4,200 $0 Equity compensation plan award
William S. Latoff 8/11/2005 561.56 $25.00 Cash open market purchase
William S. Latoff 8/12/2005 148.515 $25.25 Cash open market purchase
William S. Latoff 11/1/2005 129.573 $20.50 Cash open market purchase
William S. Latoff 11/14/2005 324.63 $21.25 Cash open market purchase
William S. Latoff 11/14/2005 28,572 $21.00 Cash purchase from Issuer in Regulation D offering
William S. Latoff 12/22/2005 17,000 N/A Grant of unexercised stock option
William S. Latoff 12/27/2005 5,347 $0 5% Stock Dividend
TOTAL 56,283.28
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
No additional contracts, arrangements, understandings or relationships (legal or
otherwise) among Mr. Latoff and any other person, with respect to any securities
of the Issuer, including but not limited to transfer or voting of any of the
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies, naming the persons with whom such contracts,
arrangements, understandings or relationships have been entered into since the
date of the original report.
The Issuer granted William S. Latoff 4,200 shares of restricted stock on May 25,
2005. Resale of such shares is contractually restricted to the earlier of 3
years after grant or a change in control of the Issuer.
The 28,572 shares purchased by Mr. Latoff on November 14, 2005 in the Issuer's
Regulation D offering are subject to resale restrictions in accordance with SEC
Rule 144 and other applicable laws and regulations.
William S. Latoff holds options to acquire an aggregate of 50,352 shares of
Common Stock granted under the Stock Option Plan. All such options were granted
pursuant to stock option agreements entered into by between the Issuer and
William S. Latoff. The material terms of William S. Latoff's options are set
forth in the table below.
Number of Exercise Expiration Name of Equity
Underlying Shares Exercisable (1) Price Grant Date Date Incentive Plan
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1,710 12/31/1998 23.8586 6/30/1998 6/30/2008 1995 Stock Option Plan of
DNB Financial Corporation
(as amended and restated,
effective as of April 27, 2004)
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1,709 12/31/1999 19.1884 6/30/1999 6/30/2009 Same as above
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1,708 12/31/2000 10.1709 6/30/2000 6/30/2010 Same as above
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1,707 12/31/2001 12.3014 6/30/2001 6/30/2011 Same as above
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1,707 12/31/2002 18.5519 6/30/2002 6/30/2012 Same as above
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1,707 12/31/2003 20.5766 6/30/2003 6/30/2013 Same as above
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23,100 4/18/2005 26.7619 4/18/2005 4/18/2015 Same as above
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17,000 12/22/2005 19.3 12/22/2005 12/22/2015 Same as above
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Item 7. Material to Be Filed as Exhibits
Not applicable.
Signatures
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
December 30, 2005
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Date
/s/ William S. Latoff
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Signature