8 k for Blackout Period

0000203596-06-000123.txt : 20061222 0000203596-06-000123.hdr.sgml : 20061222 20061222144125 ACCESSION NUMBER: 0000203596-06-000123 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061218 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061222 DATE AS OF CHANGE: 20061222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESBANCO INC CENTRAL INDEX KEY: 0000203596 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 550571723 STATE OF INCORPORATION: WV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-107736 FILM NUMBER: 061296660 BUSINESS ADDRESS: STREET 1: 1 BANK PLAZA CITY: WHEELING STATE: WV ZIP: 26003 BUSINESS PHONE: 3042349000 MAIL ADDRESS: STREET 1: ONE BANK PLZ CITY: WHEELING STATE: WV ZIP: 26003 8-K 1 ksop8k.htm 8 K FOR BLACKOUT PERIOD 8 k for Blackout Period

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 22, 2006 (December 18, 2006)

WesBanco, Inc.

(Exact name of registrant as specified in its charter)

West Virginia	0-8467	55-0571723
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

1 Bank Plaza, Wheeling, WV	26003
(Address of principal executive offices)	(Zip Code)

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 TEMPOARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS

On or about December 18, 2006, WesBanco, Inc. (“WesBanco”) and the partipcants in the WesBanco, Inc. KSOP Plan (“Plan”) received notification that two investment funds were being removed from the Plan and replaced by two alternative investment funds effective January 24, 2007. As a result of this change, the Plan will enter a blackout period beginning at 4:00 PM on January 16, 2007 Eastern Time continuing through January 23, 2007. 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.

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 22, 2006, WesBanco sent a notice (“Notice”) to its directors and executive officers informing them of the Plan changes scheduled to take effect on January 24, 2007 and the related blackout period. A copy of the Notice is attached as Exhibit 99.1 and incorporated herein by reference.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

d)	Exhibits - 99.1 - Form of Notice sent to Directors and Executive Officers of WesBanco, Inc.,

dated December 22, 2006.

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.

	WesBanco, Inc.
	(Registrant)

Date: December 22, 2006	/s/ Paul M. Limbert
	Paul M. Limbert
	President and Chief Executive Officer

EX-99.1 2 ex99.htm EXHIBIT 99.1 - FORM OF NOTICE Exhibit 99.1 - Form of Notice & #160; EXHIBIT 99.1

December 22, 2006

«LASTNAME»

«ADDRESS1»

«ADDRESS2»

«CITYSTATEZIP»

Dear «Salutation»:

The WesBanco, Inc. KSOP Plan will be removing and replacing two of the Plan’s investment funds. As a result of this change, pursuant to certain SEC rules, we are required to undergo a plan blackout period which imposes on our directors and officers a similar blackout period in trading in WesBanco common stock. Accordingly, I am providing you with written notice of the upcoming blackout period during which you will be unable to directly or indirectly, purchase, sell, or otherwise acquire or transfer shares of WesBanco common stock.

The blackout period is expected to begin on January 16, 2007 and continue through January 23, 2007. This notice is being provided to you 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.

We appreciate your cooperation during this process.

Please feel free to contact me or Jim Gardill if you have any questions regarding the blackout period and John Moore of our Human Resources Department if you have any questions concerning the Plan.

Sincerely,

Paul M. Limbert

President & CEO

/lmw