-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QCpEuBmVub4bxVPqR/sNxSD9DVdfpJkNs9E1jCmvbax/3IhtQyF6J0IgBc1xJYfr sk0+SabqGTNM2RQuxqEkdA== 0000898431-03-000112.txt : 20031017 0000898431-03-000112.hdr.sgml : 20031017 20031017150123 ACCESSION NUMBER: 0000898431-03-000112 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031017 EFFECTIVENESS DATE: 20031017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550571723 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109777 FILM NUMBER: 03946010 BUSINESS ADDRESS: STREET 1: 1 BANK PLAZA CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042349000 MAIL ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 S-8 1 forms8.txt FORM S-8 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 EX-5 3 exhibit5_1.txt EXHIBIT 5.1 Exhibit 5.1 [Letterhead of Phillips, Gardill, Kaiser & Altmeyer, PLLC] October 17, 2003 WesBanco, Inc. One Bank Plaza Wheeling, WV 26003 Ladies and Gentlemen: I am counsel at Phillips, Gardill, Kaiser & Altmeyer, PLLC which regularly represents WesBanco, Inc. (the "Company") and I have acted as counsel for the Company in connection with the preparation of the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission for the registration under the Securities Act of 1933, as amended, of an additional 200,000 shares of the Company's common stock, par value $2.0833 per share (the "Shares"), which are to be offered from time to time to certain employees of the Company pursuant to the WesBanco, Inc. KSOP (the "Plan"). I have examined the originals, certified copies or copies otherwise identified to my satisfaction as being true copies of the Plan and such other documents as I have deemed necessary or appropriate for purposes of this opinion. Based on the foregoing, I am of the opinion that the Shares have been duly and validly authorized and reserved for issuance, and that the Shares, when issued under the terms of the Plan, will be legally and validly issued, fully paid and nonassessable. I hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ James C. Gardill James C. Gardill EX-23 4 exhibit23_1.txt EXHIBIT 23-1 Exhibit 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the WesBanco, Inc. KSOP of our report dated January 24, 2003, with respect to the consolidated financial statements of WesBanco, Inc. and subsidiaries, incorporated by reference in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania October 14, 2003 -----END PRIVACY-ENHANCED MESSAGE-----