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.) | |
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One Bank Plaza |
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Wheeling, West Virginia |
| 26003 |
(Address of principal executive offices) |
| (Zip Code) |
James C. Gardill, Esquire | Kristen Larkin Stewart, 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 15222-2312 |
(412) 355-6500 |
Title of securities to be registered | Amount to be Registered(2) | Proposed maximum offering price per share(3) | Proposed maximum aggregate offering price(3) | Amount of registration fee |
Common Stock, par value $2.0833 per share(1) | 40,009 | $16.9253 | $677,166 | $85.80 |
(1) | This Registration Statement on Form S-8 covers up to an aggregate of 40,009 shares of Common Stock, par value $2.0833 per share, of WesBanco, Inc. to be issued upon the exercise of assumed options pursuant to the Western Ohio Financial Corporation 1995 Stock Option and Incentive Plan and the Western Ohio Financial Corporation 1998 Omnibus Incentive Plan. |
(2) | In accordance with Rule 416 under the Securities Act of 1933, as amended (“Securities Act"), this Registration Statement shall be deemed to cover any additional securities that may from time to time be offered to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) | Based upon the weighted average exercise price of the options in respect of which the shares may be issued, in accordance with Rule 457(h) under the Securities Act. |
Item 5. Interests of Named Experts and Counsel.
4.1 | Restated Articles of Incorporation of WesBanco, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on May 16, 1996 (File No. 333-03905)). |
4.2 | Articles of Amendment to the Articles of Incorporation of WesBanco, Inc. (incorporated by reference to Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 1998 (File No. 000-08467)). |
4.3 | Amended and Restated By-laws of WesBanco, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2002 (File No. 000-08467)). |
4.4 | Specimen Certificate of WesBanco, Inc. Common Stock (incorporated by reference to the Registrant’s Registration Statement on Form S-4 filed with the Securities and Exchange Commission on August 9, 1991 (Registration No. 33-42157)). |
5.1 | Opinion 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 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). |
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WESBANCO, INC. | |
By: /s/ Paul M. Limbert | |
Paul M. Limbert | |
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ James E. Altmeyer | Director | September 24, 2004 | ||
James E. Altmeyer | ||||
/s/ Ray A. Byrd | Director | September 24, 2004 | ||
Ray A. Byrd | ||||
/s/ R. Peterson Chalfant | Director | September 24, 2004 | ||
R. Peterson Chalfant | ||||
/s/ John H. Cheffy | Director | September 24, 2004 | ||
John H. Cheffy | ||||
/s/ Christopher V. Criss | Director | September 24, 2004 | ||
Christopher V. Criss | ||||
Director | September __, 2004 | |||
James D. Entress | ||||
Director | September __, 2004 | |||
Abigail M. Feinknopf | ||||
/s/ Ernest S. Fragale | Director | September 24, 2004 | ||
Ernest S. Fragale | ||||
| Director | September __, 2004 | ||
Edward M. George | ||||
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/s/ Vaughn L. Kiger | Director | September 24, 2004 | ||
Vaughn L. Kiger | ||||
/s/ Robert E. Kirkbride | Director | September 24, 2004 | ||
Robert E. Kirkbride | ||||
/s/ John W. Kepner | Director | September 24, 2004 | ||
John W. Kepner | ||||
/s/ Paul M. Limbert | President, Chief Executive Officer & Director (Principal Executive Officer) | September 24, 2004 | ||
Paul M. Limbert | ||||
/s/ Jay T. McCamic | Director | September 24, 2004 | ||
Jay T. McCamic | ||||
Director | September __, 2004 | |||
Joan C. Stamp | ||||
/s/ Carter W. Strauss | Director | September 24, 2004 | ||
Carter W. Strauss | ||||
Director | September __, 2004 | |||
Reed J. Tanner | ||||
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Robert K. Tebay | Director | September 24, 2004 | ||
Robert K. Tebay | ||||
/s/ Robert H. Young | Executive Vice President & Chief Financial Officer (Principal Financial and Accounting Officer) | September 24, 2004 | ||
Robert H. Young |
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