Page 1 of 9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
AMENDMENT NO. 1
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: SEPTEMBER 30, 2002
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-22387
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DCB Financial Corp.
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(Exact name of registrant as specified in its charter)
Ohio 31-1469837
- ---------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
110 Riverbend Avenue, Lewis Center, Ohio 43035
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(Address of principal executive offices)
(740) 657-7000
(Registrant's telephone number)
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Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the past 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
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Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
Common stock, no par value Outstanding at November 5, 2002:
4,168,234 common shares
FORM 10-Q/A
QUARTER ENDED SEPTEMBER 30, 2002
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Table of Contents
PART II - OTHER INFORMATION............................................. 3
SIGNATURES ........................................................... 4
CERTIFICATIONS.......................................................... 5
2.
DCB FINANCIAL CORP.
FORM 10-Q/A
Quarter ended September 30, 2002
PART II - OTHER INFORMATION
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Item 1 - Legal Proceedings:
Please refer to the Registrant's previous report of a shareholder
derivative action brought by S. Robert Davis that is contained in
the Registrant's Quarterly Report on Form 10-Q, at Part II, Item
1 of that Report, filed with the Commission on August 14, 2002.
Item 6 - Exhibits and Reports on Form 8-K:
(a) Exhibits - The following exhibits are filed as a part of
this report:
Exhibit No. Exhibit
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3.1 Amended and Restated Articles of
Incorporation of DCB Financial Corp.
(Incorporated by reference to the
Registrant's filing on Form S-4 on November
5, 1996. File No. 333-15579.)
3.2 Code of Regulations of DCB Financial Corp.
(Incorporated by reference to the
Registrant's filing on Form S-4 on November
5, 1996. File No. 333-15579.)
4. Instruments Defining the Rights of Security
Holders. (See Exhibits 3.1 and 3.2.)
99.1 Certification pursuant to 18 U.S.C. 1350, as
enacted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification pursuant to 18 U.S.C. 1350, as
enacted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
3.
DCB FINANCIAL CORP.
SIGNATURES
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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, thereunto duly authorized.
DCB FINANCIAL CORP.
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(Registrant)
Date: November 15, 2002 /s/ Donald R. Blackburn
-------------------- -------------------------------------------------
(Signature)
Donald R. Blackburn
Interim President and Principal Executive Officer
Date: November 15, 2002 /s/ John A. Ustaszewski
-------------------- -------------------------------------------------
(Signature)
John A. Ustaszewski
Vice President and Chief Financial Officer
4.
DCB FINANCIAL CORP.
CERTIFICATIONS
I, Donald R. Blackburn, Interim President and Principal Executive Officer,
certify that:
1. I have reviewed this quarterly report on Form 10-Q, including
Amendment No. 1 on Form 10-Q/A, of DCB Financial Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 15, 2002 /s/ Donald R. Blackburn
----------------------------------------
(Signature)
Title: Interim President and
Principal Executive Officer
5.
DCB FINANCIAL CORP.
I, John A. Ustaszewski, Vice President and Chief Financial Officer, certify
that:
1. I have reviewed this quarterly report on Form 10-Q, including
Amendment No. 1 on Form 10-Q/A, of DCB Financial Corp.;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
we have:
a) designed such disclosure controls and procedures to ensure
that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the
period in which this quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to
the filing date of this quarterly report (the "Evaluation
Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based
on our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the
audit committee of registrant's board of directors (or persons
performing the equivalent function):
a) all significant deficiencies in the design or operation of
internal controls which could adversely affect the
registrant's ability to record, process, summarize and report
financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management
or other employees who have a significant role in the
registrant's internal controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant
deficiencies and material weaknesses.
Date: November 15, 2002 /s/ John A. Ustaszewski
--------------------------------------------
(Signature)
Title: Vice President and Chief
Financial Officer
6.
DCB FINANCIAL CORPORATION
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION PAGE NUMBER
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3.1 Amended and Restated Articles of Incorporation of NA
DCB Financial Corp. (Incorporated by reference to
the Registrant's filing on Form S-4 on November
5, 1996. File No. 333-15579.)
3.2 Code of Regulations of DCB Financial Corp. NA
(Incorporated by reference to the Registrant's
filing on Form S-4 on November 6, 1996.
File No. 333-15579).
4 Instruments Defining the Rights of Security NA
Holders. (See Exhibits 3.1 and 3.2.)
99.1 Certification pursuant to 18 U.S.C. 1350, as Page 8
enacted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
99.2 Certification pursuant to 18 U.S.C. 1350, as Page 9
enacted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002
7.