As filed with the Securities and Exchange Commission on October 17, 2003
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
One Bank Plaza 26003
Wheeling, West Virginia (Zip Code)
(Address of Principal Executive Offices)
WESBANCO, INC. KSOP
(Full title of the plan)
Paul M. Limbert
President and Chief Executive Officer
One Bank Plaza
Wheeling, WV 26003
(Name and address of agent for service)
(304) 234-9000
(Telephone number, including area code, of agent for service)
With Copies To:
James C. Gardill, Esquire J. Robert Van Kirk, Esquire
Phillips, Gardill, Kaiser & Altmeyer, PLLC Kirkpatrick & Lockhart LLP
61 Fourteenth Street Henry W. Oliver Building
Wheeling, WV 26003 535 Smithfield Street
(304) 232-6810 Pittsburgh, PA 15222
(412) 355-6500
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount of registration fee
securities Amount to be offering price aggregate
to be registered(1) registered (2) per share (3) offering price(3)
---------------------------------------------------------------------------------------------------------------
Common Stock, $2.0833 par 200,000 $24.43 $4,886,000 $395.30
value per share
---------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement covers an indeterminate number of
interests to be offered or sold pursuant to the WesBanco, Inc. KSOP (the
"Plan").
(2) Pursuant to Rule 416(a) under the Securities Act, this Registration
Statement also covers an indeterminate number of additional shares of Common
Stock as may be offered or issued under the Plan to prevent dilution resulting
from stock splits, stock dividends or similar transactions.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) 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, $2.0833 par value per share ("Common Stock"),
reported on the NASDAQ Stock Market on October 13, 2003.
EXPLANATORY NOTE
This Registration Statement is being filed to register an additional
200,000 shares of Common Stock under the WesBanco, Inc. KSOP as a result of an
increase in the number of shares issuable under the Plan. The earlier
Registration Statement on Form S-8 filed by the Registrant with the Securities
and Exchange Commission (the "Commission") on June 25, 1996 (File No.
333-06741), is hereby incorporated by reference. This incorporation by reference
is made pursuant to General Instruction E of Form S-8 regarding the registration
of additional securities of the same class as other securities for which there
is a Registration Statement on Form S-8 relating to the same employee benefit
plan.
II-1
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange Act
of 1934, as amended (the"Exchange Act"), are incorporated by reference into this
Registration Statement: (i) the Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2002 (File No. 000-08467); (ii) the Registrant's
Quarterly Reports on Form 10-Q for the quarters ended March 31, 2003 and June
30, 2003; (iii) the Registrant's Current Reports on Form 8-K filed on April 18,
2003, April 22, 2003, July 1, 2003, July 18, 2003 and September 2, 2003; and
(iv) the description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on May 2, 1977, as amended
on June 10, 1977.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the WesBanco, Inc. KSOP meeting the requirements of
Section 10(a) of the Securities Act of 1933, as amended.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
5.1 Opinion of James C. Gardill, Esquire, 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 James C. Gardill, Esquire 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-2
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 16th day of
October, 2003.
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 Robert H. Young his or her true and lawful
attorney-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 attorney-in-fact and agent 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, this registration
statement has been signed by the following persons in the capacities and on the
date(s) indicated:
Signature Capacity Date
--------- -------- ----
/s/ James E. Altmeyer Director October 16, 2003
--------------------------------------------
James E. Altmeyer
/s/ Ray A. Byrd Director October 16, 2003
--------------------------------------------
Ray A. Byrd
/s/ R. Peterson Chalfant Director October 16, 2003
--------------------------------------------
R. Peterson Chalfant
/s/ John H. Cheffy Director October 16, 2003
--------------------------------------------
John H. Cheffy
/s/ Christopher V. Criss Director October 16, 2003
--------------------------------------------
Christopher V. Criss
II-3
Signature Capacity Date
--------- -------- ----
/s/ James D. Entress Director October 16, 2003
--------------------------------------------
James D. Entress
/s/ Abigail N. Feinknopf Director October 16, 2003
--------------------------------------------
Abigail M. Feinknopf
/s/ Ernest S. Fragale Director October 16, 2003
--------------------------------------------
Ernest S. Fragale
/s/ Edward M. George Chairman, Director October 16, 2003
--------------------------------------------
Edward M. George
/s/ Roland L. Hobbs Director October 16, 2003
--------------------------------------------
Roland L. Hobbs
/s/ John W. Kepner Director October 16, 2003
--------------------------------------------
John W. Kepner
/s/ Paul M. Limbert President and Chief Executive Officer October 16, 2003
-------------------------------------------- (Principal Executive Officer)
Paul M. Limbert
/s/ Jay T. McCamic Director October 16, 2003
--------------------------------------------
Jay T. McCamic
/s/ William E. Mildren, Jr. Director October 16, 2003
--------------------------------------------
William E. Mildren, Jr.
Director
--------------------------------------------
Joan C. Stamp
Director
--------------------------------------------
Carter W. Strauss
/s/ Reed J. Tanner Director October 16, 2003
--------------------------------------------
Reed J. Tanner
/s/ Robert K. Tebay Director October 16, 2003
--------------------------------------------
Robert K. Tebay
/s/ Robert H. Young Executive Vice President and Chief October 16, 2003
-------------------------------------------- Financial Officer (Principal Financial and
Robert H. Young Accounting Officer)
II-4
EXHIBIT INDEX
Exhibit No. Description
5.1 Opinion of James C. Gardill, Esquire, 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 James C. Gardill, Esquire 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-5