DNB 8K
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):
|
November
14, 2006
|
__________________________________________
(Exact
name of registrant as specified in its charter)
|
Pennsylvania
|
0-16667
|
23-2222567
|
|
_____________________
(State
or other jurisdiction
|
_____________
(Commission
|
______________
(I.R.S.
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
|
|
|
|
4
Brandywine Avenue, Downingtown, Pennsylvania
|
|
19335
|
|
_________________________________
(Address
of principal executive offices)
|
|
___________
(Zip
Code)
|
|
Registrant’s
telephone number, including area code:
|
(610)
269-1040
|
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 (see
General
Instruction A.2. below):
[
]
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
5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(a)
Thomas M. Miller, the Chief Lending Officer of DNB Financial Corporation (“DNB”)
and its wholly owned subsidiary, DNB First, National Association (the “Bank”),
submitted his resignation to DNB’s board of directors on November 17, 2006,
proposing that he be relieved of responsibilities as an executive officer
effective November 17, 2006 but with an effective date for termination of
employment on December 31, 2006. On November 17, 2006, DNB’s board of directors
accepted his resignation and approved the effective dates.
(b)
On
November 17, 2006, DNB’s board of directors approved the appointment of Albert
J. Melfi, Jr., age 54, as Executive Vice President and Chief Lending Officer
of
DNB and the Bank. Mr. Melfi’s appointment and his employment with DNB will be
effective November 17, 2006 and he will serve at the pleasure of DNB’s board of
directors. There were no special arrangements or understandings pursuant to
which he was selected as an officer, other than DNB’s offer letter, filed
herewith as Exhibit 99.1. There are no family relationships between Mr. Melfi
and any director or other executive officer of DNB. Prior to joining DNB, Mr.
Melfi has been employed as a Regional Vice President with Commerce Bank, PA,
N.A. In that position, he had dual responsibilities including (1) managing
the
lending function for the bank in Delaware County, Pennsylvania, and (2)
overseeing a retail branch region currently consisting of 12 branches, with
total deposits in excess of $1.2 Billion and approximately 280 full and part
time employees. His commercial lending responsibilities included direct
supervision of six commercial lenders and his own commercial loan portfolio.
In
May 1997 he received the SBA (U.S. Small Business Administration) Financial
Services Advocate of the Year Award. His retail responsibilities included
expanding not only the bank’s deposit base in the region, but also increasing
consumer lending. His other affiliations include: board chairman of the Chester
County Chamber of Business and Industry, board vice chairman and treasurer
of
the Brandywine Valley Convention & Visitors Bureau, and board memberships
for March of Dimes, Community Action Agency of Delaware County, Delaware County
Industrial Development Corp. (for which he also serves as member of the Finance
Committee and chairman of the Loan Review Committee), Delaware County Industrial
Development Authority, Delaware County Commerce Department (for which he also
serves as chairman of the Loan Review Committee), Delaware County Hero Bowl
& Foundation, Neumann College Business Advisory Board, and the Delaware
County Historical Society. Since the beginning of 2005, neither Mr. Melfi,
nor
any of his immediate family members, nor any organization or entity in which
he
has a direct or indirect ownership interest of 10% or more or an interest other
than only as board member, has engaged in, or is a party to any proposed
transaction, or had or will have a direct or indirect material interest in
any
transaction, in which DNB was or is to be a participant, where the amount
involved exceeded or would exceed $120,000.
(c)
On
November 14, 2006, Albert J. Melfi, Jr. accepted, and on November 17, 2006,
DNB’s board of directors approved, the terms of Mr. Melfi’s employment as
Executive Vice President and Chief Lending Officer of DNB and the Bank, as
reflected in the offer letter of DNB to Mr. Melfi dated November 10, 2006,
filed
herewith as Exhibit 99.1 The terms of his employment as presently agreed
include: (1) twice-monthly salary of $8,125.00; (2) a $20,000.00 signing bonus
which will be paid on November 29, 2006; (3) upon completion of a 90-day initial
employment period, 20 vacation days, 5 sick days and 2 personal days based
upon
Bank policy; (4) a car allowance of $900 per month to be reconciled quarterly
to
actual expenses; (5) eligibility for participation in all compensation and
employee benefit plans, including life insurance at the allowable maximum,
medical insurance for Mr. Melfi and his eligible dependents, and all other
benefits and perquisites maintained by DNB for officers, including stock options
and incentive compensation (Mr. Melfi will be eligible for participation in
the
medical and life insurance plans 3 months from his date of hire); (6) an
agreement by DNB that Mr. Melfi will receive a minimum $15,000 guaranteed bonus
for year 2007 payable at such time as 2007 bonuses are awarded, in accordance
with any applicable rules; (7) until he becomes eligible to participate in
DNB’s
health insurance program, during his employment with DNB it will pay or
reimburse the difference between the cost of Mr. Melfi’s COBRA payments to his
previous employer’s insurance provider and the amount that Mr. Melfi would be
obligated to contribute for the same medical coverage plan at DNB; (8) use
of
DNB’s country club membership for reasonable business entertainment purposes;
and (9) ongoing professional training and development. The offer letter also
provides that DNB and Mr. Melfi will enter into a change in control agreement
providing for 18 months of severance pay (calculated based on base salary,
bonus
and benefits) should the Bank experience a change of control.
(d)
It is
anticipated that Mr. Melfi will enter into a change in control agreement with
DNB and the Bank on terms that are consistent with DNB’s offer letter of
November 10, 2006 (see Exhibit 99.1) and comparable to the terms of the change
in control agreements of other executive officers of DNB and the Bank in effect
at the time the agreements are signed. However, the specific terms of his change
in control agreement have not been finalized or approved by Mr. Melfi or DNB’s
board of directors. DNB intends to file an amendment to this Form 8-K under
this
Item 5.02 describing the terms of the change in control agreement with Mr.
Melfi
within four business days after the agreements are finalized and
signed.
Item
7.01 Regulation FD Disclosure.
On
November 17, 2006, DNB and the Bank announced the resignation of Thomas M.
Miller as Chief Lending Officer of DNB and the Bank effective December 31,
2006,
but with termination of his responsibilities as an executive officer effective
November 17, 2006, and the appointment of Albert J. Melfi, Jr., as Executive
Vice President and Chief Lending Officer effective November 17, 2006. The press
release also summarizes Mr. Melfi’s background and experience, the material
elements of which are incorporated herein by reference to the disclosures in
this Form 8-K under Item 5.02(b). A copy of the press release is furnished
herewith as Exhibit 99.2.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURES
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
|
|
|
|
|
|
November
17, 2006
|
|
By:
/s/
William J. Hieb
|
| |
|
Name:
William J. Hieb |
| |
|
Title:
President and Chief Operating
Officer |
| |
Exhibit Index
|
| |
|
|
Exhibit
No.
|
Description
|
|
|
|
|
|
|