fin8k.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) December 18,
2008
WesBanco,
Inc.
(Exact
name of registrant as specified in its charter)
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West
Virginia
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0-8467
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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 two investment funds from the Plans and replace with two
alternative investment funds effective January 30, 2009. As a result of this
change, the Plans will enter a blackout period beginning at 4:00 PM on January
22, 2009 Eastern Time continuing through January 29, 2009. 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, 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
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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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on
December 18, 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.
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WesBanco,
Inc.
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(Registrant)
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December 18,
2008
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/s/
Robert H. Young |
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Date
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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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