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) December 18,
2009
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
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West
Virginia
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000-08467
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55-0571723
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(State
or other jurisdiction
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(Commission
File Number)
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(IRS
Employer
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of
incorporation)
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Identification
No.)
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1
Bank Plaza, Wheeling, WV
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26003
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(Address
of principal executive offices)
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(Zip
Code)
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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 Temporary
Suspension of Trading Under Registrant’s Employee Benefit
Plans
The
WesBanco, Inc. KSOP Plan and the WesBanco, Inc. Deferred Compensation Plan
(“Plans”) will remove one investment fund from the Plans and replace it with an
alternative investment fund effective January 27, 2010. An additional new
investment fund will also be added effective January 27, 2010. As a result of
these changes, the Plans will enter a blackout period beginning at 4:00 PM on
January 19, 2010 Eastern Time continuing through January 26, 2010. During this
blackout period, Plan participants 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 Plan. 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 December
18, 2009, 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 by written request at WesBanco, Inc., 1 Bank Plaza,
Wheeling, WV 26003, or by phone 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
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d)
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Exhibits
- 99.1 - Form of Notice sent to Directors and Executive
Officers of WesBanco, Inc.,
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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.
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WesBanco, Inc.
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(Registrant)
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Date: December
18, 2009
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/s/ Robert H. Young |
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Robert
H. Young
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Executive
Vice President and
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Chief
Financial Officer
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