As filed with the Securities and Exchange Commission on April 22, 2021
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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.) |
1 Bank Plaza
Wheeling, West Virginia 26003
(Address of principal executive offices)
WESBANCO, INC.
INCENTIVE BONUS, OPTION AND RESTRICTED STOCK PLAN
(Full title of the plan)
Todd F. Clossin
President and Chief Executive Officer
Wesbanco, Inc.
One Bank Plaza
Wheeling, West Virginia 26003
(304) 234-9000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
James C. Gardill, Esq. Phillips, Gardill, Kaiser & Altmeyer, PLLC 61 Fourteenth Street Wheeling, WV 26003 (304) 232-6810 | Paul C. Cancilla, Esq. K&L Gates LLP K&L Gates Center 210 Sixth Avenue Pittsburgh, PA 15222 (412) 355-6500 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
Emerging growth company | ☐ |
If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share | Proposed maximum aggregate offering price | Amount of registration fee | ||||
Common Stock, par value $2.0833 per share | 2,000,000 | $36.55(2) | $73,100,000(2) | $7,976 | ||||
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(1) | This amount represents a 2,000,000 share increase in the number of shares of the Registrant’s common stock, $2.0833 par value per share authorized for issuance under the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan, as amended and restated. In addition to the shares set forth in the table, this Registration Statement also registers additional securities to be offered or issued upon adjustments or changes made to registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416(a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”). |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h). The fee is calculated on the basis of the average of the high and low prices for the Registrant’s Common Stock reported on the NASDAQ Global Select Market on April 19, 2021, which was $36.55. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 is filed by Wesbanco, Inc., a West Virginia corporation (the “Corporation” or the “Registrant”), relating to 2,000,000 shares of its common stock, par value $2.0833 per share (the “Common Stock”), issuable to eligible employees and non-employee directors of the Corporation under the Wesbanco, Inc. Incentive Bonus, Option and Restricted Stock Plan, as amended and restated (the “Plan”), which Common Stock is in addition to the 1,000,000 shares of Common Stock registered on the Corporation’s Form S-8 filed on April 20, 2017 (Commission File No. 333-217398), 800,000 shares of Common Stock registered on the Corporation’s Form S-8 filed on May 5, 2010 (Commission File No. 333-166541) and 1,000,000 shares of Common Stock registered on the Corporation’s Form S-8 filed on August 7, 2003 (Commission File No. 333-107736) and (collectively, the “Prior Registration Statements”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated herein by reference and made part of this Registration Statement, except as amended hereby.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. | Exhibits. |
The following exhibits are filed herewith or incorporated by reference as part of this Registration Statement:
Pursuant to the requirements of the Securities Act of 1933, 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 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 22nd day of April, 2021.
WESBANCO, INC. | ||
By: | /s/ Todd F. Clossin | |
Todd F. Clossin | ||
President and Chief Executive Officer |
Each person whose signature appears below constitutes and appoints Todd F. Clossin and Robert H. Young and each of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, severally, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement and the foregoing Power of Attorney have been signed by the following persons in the capacities indicated on April 22, 2021:
Signature | Title | |||||
/s/ Todd F. Clossin | President, Chief Executive Officer & Director | |||||
Todd F. Clossin | (Principal Executive Officer) | |||||
/s/ Robert H. Young | Senior Executive Vice President & | |||||
Robert H. Young | Chief Financial Officer | |||||
(Principal Financial Officer) | ||||||
/s/ Daniel K. Weiss, Jr. | Senior Vice President & | |||||
Daniel K. Weiss, Jr. | Chief Accounting Officer | |||||
(Principal Accounting Officer) | ||||||
/s/ Stephen J. Callen | Director | |||||
Stephen J. Callen | ||||||
/s/ James W. Cornelsen | Director | |||||
James W. Cornelsen | ||||||
/s/ Michael J. Crawford | Director | |||||
Michael J. Crawford |
/s/ Christopher V. Criss | Director | |||||
Christopher V. Criss | ||||||
/s/ Abigail M. Feinknopf | Director | |||||
Abigail M. Feinknopf | ||||||
/s/ Robert J. Fitzsimmons | Director | |||||
Robert J. Fitzsimmons | ||||||
/s/ D. Bruce Knox | Director | |||||
D. Bruce Knox | ||||||
/s/ Lisa A. Knutson | Director | |||||
Lisa A. Knutson | ||||||
/s/ Gary L. Libs | Director | |||||
Gary L. Libs | ||||||
/s/ Jay T. McCamic | Director | |||||
Jay T. McCamic | ||||||
/s/ F. Eric Nelson, Jr. | Director | |||||
F. Eric Nelson, Jr. | ||||||
/s/ Gregory S. Proctor, Jr. | Director | |||||
Gregory S. Proctor, Jr. | ||||||
/s/ Joseph R. Robinson | Director | |||||
Joseph R. Robinson | ||||||
/s/ Denise Knouse-Snyder | Director | |||||
Denise Knouse-Snyder | ||||||
/s/ Kerry M. Stemler | Director | |||||
Kerry M. Stemler | ||||||
/s/ Reed J. Tanner | Director | |||||
Reed J. Tanner |