form8k.htm


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, DC  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) July 7, 2008
 
 
WesBanco, Inc.
 (Exact name of registrant as specified in its charter)
 

West Virginia
0-8467
55-0571723
(State or other jurisdiction
(Commission File Number)
(IRS Employer
of incorporation)
 
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 Instruction 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))
 
 
 
ITEM 5.04 TEMPOARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS

 
The WesBanco, Inc. KSOP Plan and the WesBanco, Inc. Deferred Compensation Plan (“Plans”) will be providing participants with the same investments but in share classes with lower expense ratios effective August 15, 2008.  As a result of this change, the Plans will enter a blackout period beginning at 4:00 PM on August 7, 2008 Eastern Time continuing through August 14, 2008 (the “Blackout Period”).  During the Blackout Period, participants of the Plans will be unable to access their accounts, including being unable to direct or diversify their investments, change their contribution rate, obtain a loan, or obtain a hardship withdrawal or distribution from the Plans. Since the Plans include Wesbanco common stock as an investment option, a similar black out period will be in effect for directors and officers with respect to trading in Wesbanco common stock during that period.
 
As required under Section 306(a) (1) of the Sarbanes-Oxley Act of 2002 and Rule 104 of the Securities and Exchange Commission’s Regulation BTR, on July 7, 2008, WesBanco sent a notice (“Notice”) to its directors and executive officers informing them of the changes to the Plans and the related Blackout Period.  The Notice states that, among other things, pursuant to Section 306(a) of the Sarbanes-Oxley Act of 2002, WesBanco’s directors and executive officers will be prohibited from directly or indirectly purchasing, selling or otherwise acquiring or transferring shares of WesBanco’s common stock and certain derivative securities during the Blackout Period, unless such transaction is exempt under Regulation BTR of the Securities Exchange Act of 1934.
 
During the Blackout Period and for two years after the end date thereof, a stockholder or other interested person may obtain, without charge, information regarding the Blackout Period, including the actual end date of the Blackout Period, by contacting Linda Woodfin at (304) 234-9000.
 
A copy of the Notice is attached as Exhibit 99.1 and incorporated herein by reference.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 
d)
Exhibits –  99.1 – Form of Notice sent to Directors and Executive Officers of WesBanco, Inc.,
       on July 7, 2008.



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)
   
July 7, 2008
/s/ Robert H. Young 
Date
Robert H. Young
 
Executive Vice President and
 
Chief Financial Officer