As filed with the Securities and Exchange Commission on February 28, 2020
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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. DEFERRED COMPENSATION 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 | ☐ |
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| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark 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
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 |
Deferred Compensation Obligations(1) | $10,000,000
| 100%(2)
| $10,000,000 (2)
| $1,298.00 |
(1) The Deferred Compensation Obligations covered by this Registration Statement are unsecured obligations of Wesbanco, Inc., a West Virginia corporation, and its subsidiaries (the “Company” or the “Registrant”), to pay deferred compensation in the future to eligible employees and directors of the Company who participate in the Wesbanco, Inc. Deferred Compensation Plan, as amended and restated (the “Plan”), in accordance with its terms.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(h) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement on Form S-8 (the “Registration Statement”) is filed by Wesbanco, Inc., a West Virginia corporation (the “Company” or the “Registrant”), to register an additional $10,000,000 of unsecured deferred compensation obligations (the “Obligations”) of the Company under the Wesbanco, Inc. Deferred Compensation Plan (the “Plan”). The Company previously filed with the Securities and Exchange Commission a registration statement on Form S-8 (File No. 333-214620) on November 15, 2016 registering $5,000,000 worth of Obligations under the Plan (the “Prior Registration Statement”).
This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates and is submitted in accordance with General Instruction E to Form S-8 regarding Registration of Additional Securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated herein by reference and made part of this Registration Statement, except as supplemented, amended or superseded by the information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 5.Interests of Named Experts and Counsel.
Denise Knouse-Snyder is a member of the law firm of Phillips, Gardill, Kaiser & Altmeyer, PLLC, whose legal opinion with respect to the securities registered hereunder is filed as Exhibit 5.1 hereto. Denise Knouse-Snyder serves on the board of directors of the Company. As of February 28, 2020, the members of Phillips, Gardill, Kaiser & Altmeyer, PLLC owned an aggregate of approximately 58,751 shares of Wesbanco common stock, $2.0833 par value per share.
Item 8.Exhibits.
| Exhibit No. | Description |
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Pursuant to the requirements of the Securities Act of 1933, as amended, 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 February 28, 2020.
WESBANCO, INC.
By:/s/ Todd F. Clossin
Todd F. Clossin
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Todd F. Clossin and Robert H. Young, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement, and to file the same, with all exhibits thereto, and other documentation in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents with full power and authority to do and perform each and every act and thing requisite and necessary to be done in or 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 their 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 has been signed by the following persons in the capacities indicated on February 28, 2020.
Signature | Title | |
/s/ Todd F. Clossin |
President, Chief Executive Officer & Director | |
Todd F. Clossin | (Principal Executive Officer) | |
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/s/ Robert H. Young | Senior Executive Vice President & | |
Robert H. Young | Chief Financial Officer | |
| (Principal Financial and Accounting Officer) | |
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/s/ Stephen J. Callen | Director | |
Stephen J. Callen |
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/s/ James W. Cornelsen | Director | |
James W. Cornelsen |
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/s/ Michael J. Crawford | Director | |
Michael J. Crawford |
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/s/ Christopher V. Criss | Director | |
Christopher V. Criss |
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/s/ Abigail M. Feinknopf | Director | |
Abigail M. Feinknopf |
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/s/ Robert J. Fitzsimmons |
Director | |
Robert J. Fitzsimmons |
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/s/ D. Bruce Knox | Director | |
D. Bruce Knox |
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/s/ Lisa A. Knutson | Director | |
Lisa A. Knutson |
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/s/ Gary L. Libs | Director | |
Gary L. Libs |
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/s/ Jay T. McCamic | Director | |
Jay T. McCamic |
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______________________________ | Director | |
F. Eric Nelson, Jr. |
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/s/ Ronald W. Owen | Director | |
Ronald W. Owen |
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/s/ Gregory S. Proctor, Jr. | Director | |
Gregory S. Proctor, Jr. |
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/s/ Joseph R. Robinson | Director | |
Joseph R. Robinson |
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/s/ Denise Knouse-Snyder | Director | |
Denise Knouse-Snyder |
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/s/ Kerry M. Stemler | Director | |
Kerry M. Stemler |
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/s/ Reed J. Tanner | Director | |
Reed J. Tanner |
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/s/ Charlotte A. Zuschlag | Director | |
Charlotte A. Zuschlag |
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