UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report - June 21, 2004 DNB FINANCIAL CORPORATION (Exact name of registrant as specified in its chapter) Pennsylvania 0-16667 23-2222567 ------------ ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 4 Brandywine Avenue, P.O. Box 1004, Downingtown, Pennsylvania 19335-0904 ------------------------------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (610)269-1040 ------------- N/A (Former name or former address, if changed since last report) Item 1. Changes in Control of Registrant. Not Applicable Item 2. Acquisition or Disposition of Assets. Not Applicable Item 3. Bankruptcy or Receivership. Not Applicable Item 4. Changes in Registrant's Certifying Accountant. Not Applicable Item 5. Other Events and Regulation FD Disclosure. Not Applicable Item 6. Resignations of Registrant's Directors. Not Applicable Item 7. Financial Statements and Exhibits. Exhibit No. Exhibit 99 Press Release dated June 21, 2004 of DNB Financial Corporation (furnished pursuant to Item 9 hereof). Item 8. Change in Fiscal Year Not Applicable Item 9. Regulation FD Disclosure. On June 21, 2004, DNB Financial Corporation issued a press release announcing promotions in association with the name change of its primary subsidiary, DNB First, formerly Downingtown National Bank. This press release is furnished herein, as part of this Item 9, as Exhibit 99. Item 10. Amendments to the Registrant's Code of Ethics,or Waiver of a Provision of the Code of Ethics. Not Applicable Item 11. Temporary Suspension of Trading Under Registrant's Employee Benefit Plans Not Applicable Item 12. Results of Operations and Financial Condition Not Applicable 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 (Registrant) DNB FINANCIAL CORPORATION --------------------------- (Registrant) /s/ Henry F. Thorne --------------------------- Henry F. Thorne, President and Chief Executive Officer Date June 21, 2004 ----------------- EXHIBIT INDEX Exhibit No. Description ----------- ------------ Exhibit 99 Press Release dated June 21, 2004 of DNB Financial Corporation (furnished pursuant to Item 9 hereof).