Edgar Filing: DNB FINANCIAL CORP /PA/

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)

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)

Gerald F. Sopp
EVP and Chief Financial Officer
DNB Financial Corporation
4 Brandywine Avenue
Downingtown, PA 19335
(484) 359-3138
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

August 20, 2008
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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

1. Names of Reporting Person - William S. Latoff

2. Check the Appropriate Box if a Member of a Group (a)
(b) X

3. SEC Use Only

4. Source of Funds (See Instructions) PF

5. Check if Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]

6. Citizenship or Place of Organization - U.S.A.

Number of Shares Beneficially Owned by Each Reporting Person With:

7. Sole Voting Power 205,032

8. Shared Voting Power

9. Sole Dispositive Power - 205,032

10. Shared Dispositive Power

11. Aggregate Amount Beneficially Owned by Reporting Person - 205,032

12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
[ ]

13. Percent of Class Represented by Amount in Row (11) 7.86%

14. Type of Reporting Person IN

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 205,032 shares reported, 53,622 are
represented by unexercised options to acquire shares granted by the Issuer to
Mr. Latoff. Since December 22, 2005, the date of the last transaction covered by
Amendment No. 1 to the original report, all shares of Common Stock acquired by
Mr. Latoff were acquired by purchase (39,107 shares), by grant of restricted
shares from the Issuer at no cash consideration (3,000 shares) or by option
grant by the Issuer for no cash consideration (-0- 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, 205,032
shares of Common Stock, which represent 7.86% of the shares of Common Stock
outstanding as of August 20, 2008.

(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 December 22, 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 6/20/2006 182.24 $ 21.40 Purchase through 401K plan
William S. Latoff 8/4/2006 92.53 $ 21.00 Purchase through 401K plan
William S. Latoff 8/9/2006 294.54 $ 21.00 Purchase through 401K plan
William S. Latoff 9/21/2006 180.40 $ 21.75 Purchase through 401K plan
William S. Latoff 10/27/2006 92.53 $ 21.00 Purchase through 401K plan
William S. Latoff 11/13/2006 301.28 $ 20.87 Purchase through 401K plan
William S. Latoff 12/37/06 6,336.01 $ - 5% stock dividend
William S. Latoff 2/6/2007 41.22 $ 19.80 Purchase through 401K plan
William S. Latoff 2/8/2007 138.10 $ 19.91 Purchase through 401K plan
William S. Latoff 2/11/2007 116.57 $ 19.90 Purchase through 401K plan
William S. Latoff 4/30/2007 136.00 $ 20.35 Purchase through 401K plan
William S. Latoff 5/2/2007 163.00 $ 20.35 Purchase through 401K plan
William S. Latoff 5/10/2007 350.00 $ 20.35 Purchase through 401K plan
William S. Latoff 6/26/2007 212.00 $ 19.85 Dividend Reinvestment
William S. Latoff 7/27/2007 112.00 $ 19.75 Purchase through 401K plan
William S. Latoff 8/8/2007 410.00 $ 20.07 Deferred Compensation Plan
William S. Latoff 8/8/2007 42.00 $ 20.07 Purchase through 401K plan
William S. Latoff 7/27/2007 56.00 $ 19.75 Purchase through 401K plan
William S. Latoff 8/13/2007 343.00 $ 19.70 Purchase through 401K plan
William S. Latoff 8/31/2007 151.00 $ 18.00 Deferred Compensation Plan
William S. Latoff 9/6/2007 700.00 $ 17.90 Cash open market
William S. Latoff 10/1/2007 147.00 $ 19.40 Deferred Compensation Plan
William S. Latoff 10/1/2007 22.00 $ 19.40 Purchase through 401K plan
William S. Latoff 10/31/2007 148.00 $ 18.82 Deferred Compensation Plan
William S. Latoff 10/31/2007 177.00 $ 18.82 Purchase through 401K plan
William S. Latoff 10/31/2007 217.00 $ 18.82 Dividend Reinvestment
William S. Latoff 11/13/2007 255.00 $ 18.10 Purchase through 401K plan
William S. Latoff 11/21/2007 2,000.00 $ 17.80 Cash open market
William S. Latoff 11/30/2007 3,000.00 $ - Equity compensation Plan
Award
William S. Latoff 12/4/2007 163.00 $ 17.05 Deferred Compensation Plan

Person Effecting Date No. Shares Price/Share Where/How Effected
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William S. Latoff 12/28/2007 500.00 $ 17.05 Cash open market
William S. Latoff 12/28/2007 4,622.81 $ - 5% stock dividend
William S. Latoff 1/8/2008 1,903.00 $ 16.00 Deferred Compensation Plan
William S. Latoff 2/7/2008 237.00 $ 15.25 Purchase through 401K plan
William S. Latoff 2/7/2008 205.00 $ 15.25 Deferred Compensation Plan
William S. Latoff 2/7/2008 7.00 $ 15.25 Purchase through 401K plan
William S. Latoff 2/11/2008 144.00 $ 15.25 Purchase through 401K plan
William S. Latoff 2/29/2008 123.00 $ 15.00 Deferred Compensation Plan
William S. Latoff 3/17/2008 2,000.00 $ 13.85 Cash open market
William S. Latoff 3/31/2008 142.00 $ 14.25 Deferred Compensation Plan
William S. Latoff 4/30/2008 127.00 $ 14.80 Deferred Compensation Plan
William S. Latoff 5/8/2008 315.00 $ 14.55 Dividend Reinvestment
William S. Latoff 5/8/2008 47.00 $ 14.55 Purchase through 401K plan
William S. Latoff 5/13/2008 237.00 $ 14.00 Purchase through 401K plan
William S. Latoff 5/13/2008 507.00 $ 14.00 Purchase through 401K plan
William S. Latoff 6/3/2008 129.00 $ 14.35 Deferred Compensation Plan
William S. Latoff 6/5/2008 5,000.00 $ 13.75 Cash open market
William S. Latoff 7/7/2008 54.00 $ 14.35 Purchase through 401K plan
William S. Latoff 7/7/2008 129.00 $ 14.35 Deferred Compensation Plan
William S. Latoff 7/7/2008 345.00 $ 14.35 Dividend Reinvestment
William S. Latoff 8/20/2008 5,000.00 $ 13.75 Cash open market

Total 39,106.98

(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 and 3,000 shares of restricted
stock on May 25, 2005 and November 28, 2007, respectively. The aggregate amount
of stock dividends on the above shares was 210, 221 and 382 in December of 2005,
2006 and 2007, respectively. Resale of such shares are contractually restricted
to the earlier of 3 years and 2 years, respectively, after grant or a change in
control of the Issuer.

Mr. Latoff purchased 28,572 shares on November 14, 2005 in the Issuer's
Regulation D offering that 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 53,622 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 Grant Expiration Name of Equity Incentive
Underlying Shares Exercisable Price Date Date Plan
(1) ($) 1995 Stock Option Plan of
DNB Financial Corporation
(as amended and restated
effective as of April 27,
2004)
1,884 12/31/1999 17.40 6/30/1999 6/30/2009
1,883 12/31/2000 9.23 6/30/2000 6/30/2010 Same as above
1,882 12/31/2001 11.16 6/30/2001 6/30/2011 Same as above
1,882 12/31/2002 16.83 6/30/2002 6/30/2012 Same as above
1,882 12/31/2003 18.66 6/30/2003 6/30/2013 Same as above
25,467 10/18/2005 24.27 4/18/2005 4/18/2015 Same as above
18,742 6/22/2006 17.51 12/22/2005 12/22/2015 Same as above
53,622 Total

(1) All options vest immediately on the grant date.

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.
September 2, 2008
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Date
/s/ William S. Latoff
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Signature
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William S. Latoff, Individually