As filed with the Securities and Exchange Commission on March 11, 2008
Registration No. 333-119304
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
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 incorporation or organization) |
(I.R.S. Employer Identification No.) |
One Bank Plaza
Wheeling, West Virginia 26003
(Address of principal executive offices)
Western Ohio Financial Corporation 1995 Stock Option and Incentive Plan
Western Ohio Financial Corporation 1998 Omnibus Incentive Plan
(Full title of the plan)
Paul M. Limbert
President and Chief Executive Officer
WesBanco, Inc.
One Bank Plaza
Wheeling, West Virginia 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 | Paul C. Cancilla, Esquire | |
| Phillips, Gardill, Kaiser & Altmeyer, PLLC | Kirkpatrick & Lockhart Preston Gates Ellis LLP | |
| 61 Fourteenth Street | Henry W. Oliver Building | |
| Wheeling, WV 26003 | 535 Smithfield Street | |
| (304) 232-6810 | Pittsburgh, PA 15222 | |
| (412) 355-6500 |
DEREGISTRATION OF SECURITIES
On September 27, 2004, WesBanco, Inc., a West Virginia corporation (“WesBanco” or the “Registrant”), filed a Registration Statement on Form S-8 (File No. 333-119304) (the “Registration Statement”) in connection with the merger (the “Merger”) of Western Ohio Financial Corporation with and into WesBanco. As a result of the Merger, WesBanco assumed certain of the outstanding stock options (the “Assumed Options”) granted under the Western Ohio Financial Corporation 1995 Stock Option and Incentive Plan and the Western Ohio Financial Corporation 1998 Omnibus Incentive Plan. The Assumed Options were exercisable for shares of the Registrant’s Common Stock, par value $2.0833 per share (“Common Stock”). The Registration Statement registered the sale of up to 40,009 shares of Common Stock pursuant to exercise of the Assumed Options. The Registrant is filing this Post-Effective Amendment No. 1 to the Registration Statement to deregister any and all remaining unsold shares of Common Stock covered by such Registration Statement as of the date hereof.
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 Post-Effective Amendment No. 1 to the 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 11th day of March, 2008.
| WESBANCO, INC. | ||
| By: | /s/ Paul. M. Limbert | |
| Paul M. Limbert | ||
| President, Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated:
| Signature |
Capacity |
Date | ||
| /s/ James C. Gardill |
Chairman of the Board of Directors | March 11, 2008 | ||
| James C. Gardill | ||||
| /s/ Paul M. Limbert |
President, Chief Executive Officer and a | March 11, 2008 | ||
| Paul M. Limbert | Director (Principal Executive Officer) | |||
| /s/ Robert H. Young |
Executive Vice President and Chief | March 11, 2008 | ||
| Robert H. Young | Financial Officer (Principal Financial and Accounting Officer) |
|||
| /s/ James E. Altmeyer |
Director | March 11, 2008 | ||
| James E. Altmeyer | ||||
| /s/ Ray A. Byrd |
Director | March 11, 2008 | ||
| Ray A. Byrd | ||||
|
|
Director | March , 2008 | ||
| R. Peterson Chalfant | ||||
| /s/ Christopher V. Criss |
Director | March 11, 2008 | ||
| Christopher V. Criss | ||||
| /s/ Robert M. D’Alessandri, MD |
Director | March 11, 2008 | ||
| Robert M. D’Alessandri, MD | ||||
| Signature |
Capacity |
Date | ||
|
|
Director | March , 2008 | ||
| James D. Entress | ||||
| /s/ Abigail M. Feinknopf |
Director | March 11, 2008 | ||
| Abigail M. Feinknopf | ||||
| /s/ John W. Fisher, II |
Director | March 11,2008 | ||
| John W. Fisher, II | ||||
| /s/ Ernest S. Fragale |
Director | March 11, 2008 | ||
| Ernest S. Fragale | ||||
|
|
Director | March , 2008 | ||
| Edward M. George | ||||
| /s/ John D. Kidd |
Director | March 11,2008 | ||
| John D. Kidd | ||||
| /s/ Vaughn L. Kiger |
Director | March 11, 2008 | ||
| Vaughn L. Kiger | ||||
| /s/ Robert E. Kirkbride |
Director | March 11, 2008 | ||
| Robert E. Kirkbride | ||||
| /s/ D. Bruce Knox |
Director | March 11, 2008 | ||
| D. Bruce Knox | ||||
| /s/ Jay T. McCamic |
Director | March 11, 2008 | ||
| Jay T. McCamic | ||||
| /s/ Eric Nelson, Jr. |
Director | March 11, 2008 | ||
| Eric Nelson, Jr. | ||||
| /s/ Henry L. Schulhoff |
Director | March 11, 2008 | ||
| Henry L. Schulhoff | ||||
| /s/ Joan C. Stamp |
Director | March 11, 2008 | ||
| Joan C. Stamp | ||||
| /s/ Neil S. Strawser |
Director | March 11, 2008 | ||
| Neil S. Strawser | ||||
| /s/ Reed J. Tanner |
Director | March 11, 2008 | ||
| Reed J. Tanner | ||||
| /s/ Donald P. Wood |
Director | March 11, 2008 | ||
| Donald P. Wood | ||||