DNB Financial Corporation 8-K
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): January 4,
2006
DNB
FINANCIAL CORPORATION
(Exact
name of registrant as specified in its charter)
Commission
File Number 000-01667
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Pennsylvania
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23-2222567
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(State
of incorporation)
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(IRS
Employer Identification No.)
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4
Brandywine Avenue, Downingtown, PA
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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: (610) 269-1040
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))
Item
1.01. Entry
into a Material Definitive Agreement
(1) Effective
January 4, 2006, DNB Financial Corporation, and its wholly owned subsidiary
DNB
First, National Association (the "Bank") (the registrant and the Bank are
sometimes referred to herein as the "Company") entered into a severance and
cooperation agreement (the "Agreement") with Richard M. Wright in connection
with his resignation as the Company’s Executive Vice President. Pursuant to the
Agreement, in exchange for and subject to the continued effectiveness of certain
releases of claims by Mr. Wright, as well as certain agreements by Mr. Wright
with respect to confidentiality, non-disparagement and non-solicitation of
customers and employees, and his continued cooperation with the Company to
assist in the transition of his duties during the severance period the Company
agrees to make severance payments to Mr. Wright aggregating $25,603.75 less
applicable federal, state and local taxes and other designated or required
withholdings, and in the event that he chooses to continue his current health
benefits pursuant to COBRA, to pay one additional month of his health benefits.
The Company will also provide outplacement services for Mr. Wright for a limited
period of time.
(2) Effective
January 4, 2006, the Benefits & Compensation Committee of the registrant and
the Bank approved an initial salary of $110,000 for Richard J. Hartmann, its
new
Executive Vice President.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
(b)
Retirement, Resignation or Termination of Certain Executive Officers or
Directors
Effective
January 4, 2006, Richard M. Wright resigned as Executive Vice President of
the
registrant and the Bank.
(c)
Appointment of Certain Executive Officers
Effective
January 4, 2006, Richard J. Hartmann, a current Senior Vice President of the
Bank, was named Executive Vice President of the registrant and the Bank to
head
up the Company’s retail network. He has served as Senior Vice President of the
Bank in its Retail Division since June 29, 2005 and for 4 years prior to that
he
served as Executive Vice President at Susquehanna Bank (Farmers First Bank),
responsible for Retail Banking. During the previous 5 years, Mr. Hartmann was
a
Senior Vice President and Executive Relationship Market Banker at M&T
Bank/Keystone Financial in Horsham, PA, responsible for M&T's Delchester
Region. Neither of his former employers is affiliated with the registrant or
Bank. Mr. Hartmann’s initial annual salary will be $110,000. Any other terms of
his employment have not yet been determined.
Item
9.01 Financial Statements and Exhibits
None.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Registrant has duly caused this Current Report on Form 8-K to be signed on
its
behalf by the undersigned thereunto duly authorized.
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DNB
FINANCIAL CORPORATION
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By:
/s/ Bruce
E. Moroney
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Bruce
E. Moroney
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Executive
Vice President and Chief
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Financial
Officer
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Dated: January
9, 2006