Securities and Exchange Commission Washington D.C. 20549 FORM 10-K/A Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the fiscal year ended Commission file December 31, 2001 Number 0-22387 Amendment Number 1 DCB FINANCIAL CORP. (Exact name of the registrant as specified in its Charter) OHIO 31-1469837 (State of Incorporation) (I.R.S. Employer Identification No.) 110 Riverbend Ave., Lewis Center, Ohio 43035 (Address of principal executive offices) (Zip Code) (740) 657-7000 (Registrant's telephone number, including area code) Securities Registered Pursuant to Section 12(b) of the Act: None Securities Registered Pursuant to Section 12(g) of the Act: Common Shares, No Par Value Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES [X] NO [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] At February 28, 2002, the aggregate market value of the voting stock held by nonaffiliates of the registrant, based on a share price of $14.83 per share (such price being the average of the bid and asked prices on such date) was $57,483,838. At February 28, 2002, the registrant had 4,273,200 common shares issued and 4,178,200 common shares outstanding. The undersigned registrant hereby amends the following item of its Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 10-K for the fiscal year ended December 31, 2001 for the purpose of correcting a deficiency in the form of signature to such form. SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: May 3, 2002 DCB FINANCIAL CORP. By: /s/ Larry D. Coburn ------------------------------------ Larry D. Coburn, President and CEO Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Dated: May 3, 2002 /s/ Larry D. Coburn -------------------------------------------- Larry D. Coburn, President and CEO (Principal Executive Officer) /s/ John A. Ustaszewski -------------------------------------------- John A. Ustaszewski, CFO (Principal Financial and Accounting Officer)