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Date
of Report (Date of Earliest Event Reported):
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December
8, 2008
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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
|
|
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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(e)
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On
December 8, 2008, the registrant’s board of directors approved amendments
to its Supplemental Executive Retirement Plan (SERP) for William S. Latoff
(originally dated December 20, 2006 and last amended and restated
effective April 1, 2007) to amend the SERP’s vesting schedule so that Mr.
Latoff would be 76% vested as of October 1, 2008, 85% vested as of
November 1, 2008, 94% vested as of December 1, 2008, and that thereafter
his interest under the SERP would vest in increments of 1.0% on the first
of every month thereafter until 100% vested on June 1,
2009.
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| (a)(1) | On December 8, 2008, the registrant’s board of directors approved amendments to the registrant’s articles of incorporation, to become effective upon their filing with the Secretary of the Commonwealth of the Commonwealth of Pennsylvania, to provide that any or all classes or series of shares of stock, or any part thereof, of the registrant may be uncertificated shares to the extent determined by the registrant’s board of directors from time to time. A copy of the registrant’s articles of incorporation, as amended and restated to reflect the amendment, is attached to this Form 8-K, and marked to show the amendment, is attached to this Report as Exhibit 99.1. To the maximum extent permitted by regulations, such exhibit shall be deemed supplied and not filed. | |
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(a)(2)
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On
December 8, 2008, the registrant’s board of directors approved amendments
to the registrant’s bylaws, to become effective upon the filing with the
Secretary of the Commonwealth of the Commonwealth of Pennsylvania of the
registrant’s amended and restated articles of incorporation referred to in
Item 5.03(a)(1) above, to provide that Any or all classes or series of
shares of stock, or any part thereof, of the Corporation may be
uncertificated shares to the extent determined by the Board of Directors
of the Corporation from time to time, but that in no event shall shares
represented by a certificate be deemed uncertificated until the
certificate is surrendered to the registrant. A copy of the
registrant’s bylaws, as amended and restated to reflect the amendment, is
attached to this Form 8-K, and marked to show the amendment, is attached
to this Report as Exhibit 99.2. To the maximum extent permitted
by regulations, such exhibit shall be deemed supplied and not
filed.
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(d) Exhibits
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||
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DNB
FINANCIAL CORPORATION
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|||||||||
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December
10, 2008
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By: /s/
William J. Hieb
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Name: William J.
Hieb
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|||||||||
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Title: President and Chief
Operating Officer
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