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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June
8, 2008
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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))
On June
8, 2009, DNB Financial Corporation (“DNB”) dismissed KPMG LLP (“KPMG”) as the
principal accountants for DNB. The decision to change DNB’s principal
accountants was recommended by the Audit Committee (the “Audit Committee”) of
DNB’s Board of Directors (the “Board”) and subsequently approved by the Board.
Concurrently therewith, the Audit Committee recommended, and the Board approved,
the accounting firm of Beard Miller Company, LLP (“Beard Miller Company”) as its
new principal accountants for the year ending December 31, 2009.
The audit
reports of KPMG on the consolidated financial statements of DNB Financial
Corporation and subsidiaries as of and for the years ended December 31, 2008 and
2007 did not contain any adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles,
except as follows: KPMG’s report on the consolidated financial statements of DNB
Financial Corporation and subsidiaries as of and for the years ended December
31, 2008 and 2007, contained a separate paragraph stating that “As discussed in
note 1 to the consolidated financial statements, the Corporation adopted
FASB Statement No. 123(revised), Share-Based Payment, a revision of
FASB Statement No. 123, Accounting for Stock-Based
Compensation, effective January 1, 2006, Emerging Issues Task Force
Issue 06-4, Accounting for
Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements, effective January 1, 2007,
and FASB Statement No. 157, Fair Value Measurements,
effective January 1, 2008.” During the two fiscal years ended
December 31, 2008 and the subsequent interim period through June 8, 2009, there
were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements if not resolved to KPMG’s satisfaction, would have caused KPMG to
make reference in connection with their opinion to the subject matter of the
disagreement in its audit reports on the consolidated financial statements of
DNB, or “reportable events” as defined in Item 304 (a) (1) (v) of Regulation
S-K.
During
the fiscal years ended December 31, 2008 and 2007, and from December 31, 2008 to
the date of filing of this form 8-K, DNB has not consulted with Beard Miller
Company regarding either (i) the application of accounting principles to any
completed or proposed transaction, or type of audit opinion that might be
rendered on DNB’s consolidated financial statements; or (ii) any other matters
described in Items 304 (a) (1) (iv) or (v) of regulation S-K.
DNB has
requested and received from KPMG a letter, dated June 12, 2009 addressed to the
Securities and Exchange Commission (the “Commission”) stating whether or not
KPMG agrees with the above statements. A copy of the KPMG letter is attached
hereto as Exhibit 99.1 to this form 8-K.
DNB has
provided a copy of the disclosure in this report to Beard Miller Company and
offered it the opportunity to furnish a letter to the Commission contemplated by
Item 304 (a) (2) (ii) (D) of Regulation S-K. Beard Miller Company has advised
DNB that it does not intend to furnish such a letter to the
commission.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits. The following exhibit is furnished herewith:
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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June
12, 2009
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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
VP
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