0001193125-20-216412.txt : 20200811 0001193125-20-216412.hdr.sgml : 20200811 20200811164559 ACCESSION NUMBER: 0001193125-20-216412 CONFORMED SUBMISSION TYPE: 8-A12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200811 DATE AS OF CHANGE: 20200811 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-A12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-39442 FILM NUMBER: 201093046 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-A12B 1 d17132d8a12b.htm FORM 8-A12B Form 8-A12B

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-A

 

 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

WESBANCO, INC.

(Exact name of registrant as specified in its charter)

 

 

 

West Virginia   55-0571723
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

1 Bank Plaza

Wheeling, West Virginia

   26003
(Address of Principal Executive Offices)   (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

to be so Registered

  

Name of Each Exchange on Which

   Each Class is to be Registered    

Depositary Shares each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A   The Nasdaq Stock Market LLC

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ☐

Securities Act registration statement file number to which this Form relates: 333-239181

Securities to be registered pursuant to Section 12(g) of the Act: None.

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.

Description of Securities to Be Registered.

The securities registered hereby are the depositary shares (the “Depositary Shares”), each representing 1/40th interest in a share of 6.75% Fixed-Rate Reset Non-Cumulative Perpetual Preferred Stock, Series A, no par value per share and $1,000 liquidation preference per share (equivalent to $25 liquidation preference per depositary share) (the “Series A Preferred Stock”), of Wesbanco, Inc. (the “Registrant”). The descriptions of the Series A Preferred Stock and the Depositary Shares are incorporated by reference to the information set forth under the captions “Description of the Series A Preferred Stock” and “Description of the Depositary Shares,” in the prospectus supplement dated August 4, 2020 and filed pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended, in the form in which it was filed with the Securities and Exchange Commission on August 5, 2020, posting publicly on EDGAR on August 5, 2020. The prospectus supplement supplements the prospectus contained in the Registrant’s registration statement on Form S-3  (File No. 333-239181) filed with the Securities and Exchange Commission on June 15, 2020. The Registrant has applied to list the Depositary Shares on the Nasdaq Global Select Market under the symbol “WSBCP.” If the application is approved, we expect trading of the Depositary Shares on the Nasdaq Global Select Market to begin within the 30-day period after the initial delivery of the Depositary Shares.

If any additional securities registered hereby are issued, a prospectus supplement relating to such securities will be filed with the Securities and Exchange Commission and will be incorporated herein by reference.

 

Item 2.

Exhibits.

 

3.1    Restated Articles of Incorporation of Wesbanco, Inc. (Incorporated by reference to Exhibit  3.2 of the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the Securities and Exchange Commission on February 28, 2020).
3.2    Articles of Amendment to Wesbanco, Inc.’s Restated Articles of Incorporation establishing the Series A Preferred Stock, dated August 6, 2020, filed with the Secretary of State of the State of West Virginia on August 6, 2020 (incorporated by reference to Exhibit 3.1 to Wesbanco, Inc.’s Current Report on Form 8-K, filed August 11, 2020).
3.3    Bylaws of Wesbanco, Inc. (as Amended and Restated March 24, 2020) (Incorporated by reference to Exhibit 3.1 of the Registrant’s Form 8-K filed with the Securities and Exchange Commission on March 24, 2020).
4.1    Deposit Agreement, dated August  11, 2020, by and among Wesbanco, Inc., Computershare Inc. and Computershare Trust Company, N.A., acting jointly, as depositary, and the holders from time to time of the depositary receipts described therein (incorporated by reference to Exhibit  4.1 to Wesbanco, Inc.’s Current Report on Form 8-K, filed August 11, 2020).
4.2    Form of certificate representing the Series A Preferred Stock (incorporated by reference to Exhibit 4.2 to Wesbanco, Inc.’s Current Report on Form 8-K, filed August 11, 2020).
4.3    Form of depositary receipt representing the Depositary Shares (included in Exhibit 4.1).

 

2

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

Date August 11, 2020     WESBANCO, INC.
  By:  

/s/ Robert H. Young

    Name:   Robert H. Young
    Title:   Senior Executive Vice President and Chief Financial Officer

 

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