As filed with the Securities and Exchange Commission on April 24, 2009
Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESBANCO, INC.
(Exact name of registrant as specified in its charter)
West Virginia 55-0571723
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Bank Plaza
Wheeling, West Virginia 26003
(304) 234-9000
(Address, including zip code, and telephone number, including area
code, of Registrant's principal executive offices)
WESBANCO, INC. KSOP
(Full title of the Plan)
Paul M. Limbert
President and Chief Executive Officer
WesBanco, Inc.
One Bank Plaza
Wheeling, West Virginia 26003
(304) 234-9000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
James C. Gardill, Esq. Paul C. Cancilla, Esq.
Phillips, Gardill, Kaiser & Altmeyer, PLLC K&L Gates LLP
61 Fourteenth Street Henry W. Oliver Building
Wheeling, WV 26003 535 Smithfield Street
(304) 232-6810 Pittsburgh, PA 15222
(412) 355-6500
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer / / Accelerated filer |X| Non-accelerated filer / / Smaller reporting
(Do not check if a smaller company / /
reporting company)
CALCULATION OF REGISTRATION FEE
-------------------------------- ------------- --------------- --------------- --------------------------
Proposed Proposed
Title of maximum maximum Amount of registration
securities Amount to offering aggregate fee
to be registered be price per offering
registered(1) share(2) price(2)
-------------------------------- ------------- --------------- --------------- --------------------------
Common Stock, $2.0833 par 750,000 $22.47 $16,852,500 $940.37
value per share
-------------------------------- ------------- --------------- --------------- --------------------------
(1) This amount represents a 750,000 share increase in the number of shares of
the Registrant's common stock, $2.0833 par value per share ("Common Stock")
authorized for issuance under the WesBanco, Inc. KSOP. In addition to the shares
set forth in the table, pursuant to Rule 416(a) under the Securities Act of
1933, as amended ("Securities Act"), this registration statement also covers an
indeterminable number of shares of Common Stock that may be issuable as a result
of stock splits, stock dividends and anti-dilution provisions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and Rule 457(c) under the Securities Act. The fee is
calculated on the basis of the average of the high and low prices for the
Registrant's Common Stock reported on the NASDAQ Global Select Market on April
21, 2009.
TABLE OF CONTENTS
PART II
Item 3. Incorporation of Documents by Reference
Item 5. Interests of Named Experts and Counsel
Item 8. Exhibits
SIGNATURES
INDEX TO EXHIBITS
EX-5.1: OPINION OF PHILLIPS, GARDILL, KAISER & ALTMEYER, PLLC
EX-23.1: CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
II-1
EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed by WesBanco, Inc.
("WesBanco") to register an additional 750,000 shares of WesBanco's common
stock, par value of $2.0833 per share, issuable under the WesBanco, Inc. KSOP
(the "Plan"). Pursuant to General Instruction E to Form S-8, WesBanco
incorporates by reference into this Registration Statement the entire contents
of its earlier Registration Statements on Form S-8, File Nos. 333-06741 and
333-136179.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by WesBanco with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
1. WesBanco's Annual Report on Form 10-K for the year ended December 31,
2008, filed on March 11, 2009;
2. WesBanco's Current Reports on Form 8-K filed on January 23, 2009,
January 26, 2009, March 30, 2009 and April 15, 2009; and
3. The description of WesBanco's common stock contained in WesBanco's
Registration Statement on Form 8-A filed pursuant to Section 12(g) of
the Securities Exchange Act of 1934, as amended, on May 2, 1977, as
amended on June 10, 1977.
All other documents filed by WesBanco with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, subsequent to the date of this registration statement and prior to the
filing of a post-effective amendment which indicates that all securities
registered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement. Pursuant to General Instruction B of Form 8-K, any
information submitted under Item 2.02, Results of Operations and Financial
Condition, or Item 7.01, Regulation FD Disclosure, of Form 8-K is not deemed to
be "filed" for the purpose of Section 18 of the Exchange Act, and we are not
subject to the liabilities of Section 18 with respect to information submitted
under Item 2.02 or Item 7.01 of Form 8-K. We are not incorporating by reference
any information submitted under Item 2.02 or Item 7.01 of Form 8-K into any
filing under the Securities Act or the Exchange Act or into this Registration
Statement.
Item 5. Interests of Named Experts and Counsel
James C. Gardill, Esq., a member in the law firm of Phillips, Gardill,
Kaiser & Altmeyer, PLLC whose legal opinion with respect to the securities
registered hereunder is filed as Exhibit 5.1 hereto, is the Chairman of the
Board of Directors of WesBanco.
Item 8. Exhibits.
WesBanco has submitted the Plan to the Internal Revenue Service (the
"IRS"). WesBanco hereby undertakes to submit any amendments thereto to the IRS
in a timely manner and has made or will make all changes required by the IRS in
order to qualify the Plan under Section 401 of the Internal Revenue Code.
II-2
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
4.1 Restated Articles of Incorporation of WesBanco, Inc. (incorporated by
reference to a Registration Statement on Form S-4 under Registration
No. 333-03905 filed by the Registrant with the Securities and Exchange
Commission on May 16, 1996).
4.2 Articles of Amendment to the Articles of Incorporation of WesBanco,
Inc. (incorporated by reference to Form 10-Q filed by the Registrant
with the Securities and Exchange Commission on May 15, 1998).
4.3 Bylaws of WesBanco, Inc. (as amended on April 26, 2007) (incorporated
by reference to the Current Report on Form 8-K filed by the Registrant
with the Securities and Exchange Commission on April 27, 2007).
4.4 Certificate of Designations for Fixed Rate Cumulative Perpetual
Preferred Stock, Series A of WesBanco, Inc. (incorporated by reference
to the Current Report on Form 8-K filed by WesBanco, Inc. with the
Securities and Exchange Commission on December 8, 2008).
4.5 Amended and Restated WesBanco, Inc. KSOP (incorporated by reference to
Exhibit 10.16 to the Registrant's Form 10-K filed by the Registrant
with the Securities and Exchange Commission on March 10, 2006).
4.6 Amendment No. 1 to WesBanco, Inc. KSOP (filed herewith).
4.7 Second Amendment to the WesBanco, Inc. KSOP (filed herewith).
4.8 Third Amendment to the WesBanco, Inc. KSOP (filed herewith).
5.1 Opinion of Phillips, Gardill, Kaiser & Altmeyer, PLLC, regarding the
legality of the shares being registered hereunder (filed herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Phillips, Gardill, Kaiser & Altmeyer, PLLC (included in the
Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Wheeling, State of West Virginia, on this 24th day of
April, 2009.
WESBANCO, INC.
By: /s/ Paul M. Limbert
----------------------------------------
Paul M. Limbert
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Paul M. Limbert and Robert H. Young, and each of
them, his or her true and lawful attorneys-in-fact and agent, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documentation in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents with full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in or about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
------------------------------ ---------------------- ----------------------
President, Chief Executive April 24, 2009
/s/ Paul M. Limbert Officer and Director
-------------------- (Principal Executive
Paul M. Limbert Officer)
Executive Vice President April 24, 2009
/s/ Robert H. Young and Chief Financial Officer
-------------------- (Principal Financial and
Robert H. Young Accounting Officer)
Director
----------------------
James E. Altmeyer
Director
----------------
Ray A. Byrd
/s/ R. Peterson Chalfant Director April 24, 2009
-------------------------
R. Peterson Chalfant
II-4
Signature Title Date
------------------------------ ---------------------- ----------------------
/s/ Christopher V. Criss Director April 24, 2009
-------------------------
Christopher V. Criss
Director
-------------------------------
Robert M. D'Alessandri, MD
/s/ Abigail M. Feinknopf Director April 24, 2009
-------------------------
Abigail M. Feinknopf
/s/ John W. Fisher, II Director April 24, 2009
-----------------------
John W. Fisher, II
/s/ Ernest S. Fragale Director April 24, 2009
----------------------
Ernest S. Fragale
/s/ James C. Gardill Director April 24, 2009
---------------------
James C. Gardill
/s/ John D. Kidd Director April 24, 2009
-----------------
John D. Kidd
/s/ Vaughn L. Kiger Director April 24, 2009
--------------------
Vaughn L. Kiger
/s/ Robert E. Kirkbride Director April 24, 2009
------------------------
Robert E. Kirkbride
/s/ D. Bruce Knox Director April 24, 2009
------------------
D. Bruce Knox
/s/ Jay T. McCamic Director April 24, 2009
-------------------
Jay T. McCamic
/s/ F. Eric Nelson, Jr. Director April 24, 2009
------------------------
F. Eric Nelson, Jr.
II-5
Signature Title Date
------------------------------ ---------------------- ----------------------
/s/ Henry L. Schulhoff Director April 24, 2009
-----------------------
Henry L. Schulhoff
/s/ Joan C. Stamp Director April 24, 2009
------------------
Joan C. Stamp
/s/ Neil S. Strawser Director April 24, 2009
---------------------
Neil S. Strawser
/s/ Reed J. Tanner Director April 24, 2009
-------------------
Reed J. Tanner
/s/ Donald P. Wood Director April 24, 2009
-------------------
Donald P. Wood
II-6
EXHIBIT INDEX
Exhibit No. Description
4.1 Restated Articles of Incorporation of WesBanco, Inc.
(Incorporated by reference to a Registration Statement on Form
S-4 under Registration No. 333-03905 filed by the Registrant with
the Securities and Exchange Commission on May 16, 1996).
4.2 Articles of Amendment to the Articles of Incorporation of
WesBanco, Inc. (Incorporated by reference to Form 10-Q filed by
the Registrant with the Securities and Exchange Commission on May
15, 1998).
4.3 Bylaws of WesBanco, Inc. (as amended on April 26, 2007)
(incorporated by reference to the Current Report on Form 8-K
filed by the Registrant with the Securities and Exchange
Commission on April 27, 2007).
4.4 Certificate of Designations for Fixed Rate Cumulative Perpetual
Preferred Stock, Series A of WesBanco, Inc. (incorporated by
reference to the Current Report on Form 8-K filed by WesBanco,
Inc. with the Securities and Exchange Commission on December 8,
2008).
4.5 Amended and Restated WesBanco, Inc. KSOP (Incorporated by
reference to Exhibit 10.16 to the Registrant's Form 10-K filed by
the Registrant with the Securities and Exchange Commission on
March 10, 2006).
4.6 Amendment No. 1 to WesBanco, Inc. KSOP (filed herewith).
4.7 Second Amendment to the WesBanco, Inc. KSOP (filed herewith).
4.8 Third Amendment to the WesBanco, Inc. KSOP (filed herewith).
5.1 Opinion of Phillips, Gardill, Kaiser & Altmeyer, PLLC, regarding
the legality of the shares being registered hereunder (filed
herewith).
23.1 Consent of Ernst & Young LLP (filed herewith).
23.2 Consent of Phillips, Gardill, Kaiser & Altmeyer, PLLC (included
in the Opinion filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
II-7