dnb8k.htm
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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December
19, 2007
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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 (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.
On
December 19, 2007, the registrant’s wholly owned subsidiary, DNB First, National
Association (the “Bank”) entered into a Marketing Services Agreement (the
“Agreement”) with TSG, Inc., a Pennsylvania Business Corporation (the Service
Provider”) for which Eli Silberman, a Director of Registrant, is the President
and owner. The Agreement is for a twelve (12) month term ending December 31,
2008. The Agreement obligates the Bank to pay the Service Provider compensation
of $30,000.00 for the following services: (a) Assist DNB with its branding
strategy for the purpose of successfully differentiating DNB’s products and
services. (b) Assist DNB in the preparation of its 2007 Annual
Report. The Agreement requires the Services Provider to produce the
deliverables, and be consistent with documented discussions between DNB and
the
Service Provider. The services are to be subject to such performance measures
for each stage of performance as the parties shall identify prior to
commencement of each stage of services. This Agreement expires on December
31,
2008, however it is terminable by either party upon sixty (60) days written
notice.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
(a)
On
December 19, 2007, the Board of Directors of the registrant approved amendments
to the registrant’s bylaws. The amendments were effective December
19, 2007. The bylaw amendments include the following:
Section
2.3, dealing with the calling of shareholder meetings, has been amended to
permit the Chairperson of the Board or the chief executive officer to call
shareholder meetings.
Section
4.2, dealing with shareholder voting, has been revised to permit proposals
to be
adopted by a majority of the votes cast, rather than by a majority of those
shares present and eligible to vote. The effect of this will be to
eliminate the “no” vote effect of broker non-votes and
abstentions. Director election continues to be by
plurality.
Section
10.2, dealing with directors and their qualifications, has been revised to
change to decrease from age 73 to age 69 the maximum age of a director to be
elected or re-elected. Exceptions, which previously only required
board resolution, now must be supported by unanimous approval of both a board
governance or nominating committee and the full board.
Section
13.3, dealing with the calling of special meetings of the Board of Directors,
has been amended to permit the Chairperson of the Board or the chief executive
officer to call meetings.
Section
16.1 and other provisions of Article 16, dealing with officers, have been
revised to reflect the registrant’s current practice of appointing a chief
financial officer instead of a treasurer and a chief executive officer who
is
separate from the president. It has also been revised to refer to
assistant officers and acting officers.
Article
18, dealing with the president, has been revised to reflect the registrant’s
current practice of appointing a chief executive officer who is separate from
the president.
The
title
to Article 19, dealing with vice presidents, has been revised to reflect the
fact that the registrant has uniformly had more than one vice
president.
Article
20, dealing with the secretary, has been revised to reflect the registrant’s
current practice of appointing acting secretaries to take minutes of board
and
board committee meetings.
Article
21, dealing with the treasurer or chief financial officer, has been revised
to
reflect the registrant’s current practice of appointing a chief financial
officer instead of a treasurer.
Article
22, dealing with assistant officers, has been revised to reflect the
registrant’s current practice of appointing a chief executive officer who is
separate from the president.
A
new
Section 25.4 has been added to require that, except in such cases, approved
by
board of directors resolution from time to time, as may be permitted by
applicable law, the registrant’s articles of incorporation and the applicable
rules of any exchange or market on which the registrant’s shares are traded or
transactions in the registrant’s shares are reported, all of the members of the
registrant’s audit committee, benefits & compensation committee, corporate
governance committee and nominating committee (or any committees performing
similar functions) shall be “independent” within the meaning of that term as
applied by the registrant to its directors from time to time consistent with
applicable law.
Section
26.1, dealing with execution of share certificates, has been revised to reflect
the registrant’s current practice of appointing a chief executive officer who is
separate from the president.
Section
30.1, dealing with financial reports to shareholders, has been revised to
reflect the registrant’s practice of presentation to shareholders at the annual
meeting by the chief executive officer.
Section
31.1, dealing with execution of agreements and other documents, has been revised
to reflect the registrant’s practice of appointing a chief executive officer who
is separate from the president, and to reflect the registrant’s practice of
appointing executive vice presidents. The revised section provides
that each of the foregoing will have authority to sign most agreements and
other
documents.
Section
34.1, dealing with notices and waivers, has been revised to include electronic
notice of all types and to clarify that all non-mailed notices are deemed
delivered on actual delivery.
Section
38.1 has been revised to make the deadline for submission of shareholder
proposals at the annual meeting 90 days prior to that meeting, which is
consistent with the deadline for shareholder nominations of directors set forth
in the existing provisions of Section 10.1 of the bylaws. The section
has also been revised to change the notice provision for shareholder proposals
at special shareholder meetings to one (1) week after notice of the special
meeting has been given.
A
new
Section 38.4 has been added to reflect the conditions under which shareholder
proposals may be eligible for inclusion in the registrant’s proxy statement for
its annual meeting. The revisions are intended to reflect the
procedure required by Rule 14a-8 of SEC Regulation 14A.
Throughout,
the bylaws have been amended to change the relatively outmoded term, “by-laws,”
to a relatively modern term, “bylaws.”
Throughout
the bylaws, all personal pronouns have been modified to make them gender
neutral.
A
complete copy of the registrant’s amended and restated bylaws, as amended and
restated effective December 19, 2007, is attached to this Form 8-K as Exhibit
99.1 and incorporated herein as if set forth in full.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits. The following exhibit is furnished or filed herewith:
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99.1
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Bylaws
of the Registrant as amended and restated December 19, 2007.
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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.
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DNB
FINANCIAL CORPORATION
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December
19, 2007
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By:
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/s/
Gerald F. Sopp
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Name:
Gerald F. Sopp
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Title:
Chief Financial Officer and Executive Vice
President
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EXHIBIT
INDEX
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