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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 14, 2019

 

 

Wesbanco, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

West Virginia

000-08467

55-0571723

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

1 Bank Plaza,

Wheeling, WV

 

26003

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (304) 234-9000

Former Name or Former Address, if Changed Since Last Report: Not Applicable

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange on which registered

Common Stock $2.0833 Par Value

 

WSBC

 

NASDAQ Global Select Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

 

 

 

 


 

Item 8.01 Other Events

 

On November 14, 2019, Wesbanco, Inc. (“Wesbanco”) and Old Line Bancshares, Inc. (“Old Line”) jointly issued a press release announcing that they have received all necessary regulatory approvals for the pending merger between Wesbanco and Old Line.  On October 29, 2019, the stockholders of Old Line and the shareholders of Wesbanco each approved the transaction at their respective special meetings.  Wesbanco and Old Line anticipate that the closing of the merger will occur on or about November 22, 2019, although completion of the merger remains subject to the satisfaction of customary closing conditions.

 

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

 

Item 9.01 Financial Statements and Exhibits

 

(d)  Exhibits:

 

99.1 -   Wesbanco, Inc. press release dated November 14, 2019.

 

104 – Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 


 

SIGNATURE

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.

 

 

Wesbanco, Inc.

 

(Registrant)

 

 

Date: November 14, 2019

/s/ Robert H. Young

 

Robert H. Young

 

Executive Vice President and

 

Chief Financial Officer