UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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):
January 22,
2009
|
PEOPLES
BANCORP INC.
|
|
(Exact
name of Registrant as specified in its
charter)
|
|
Ohio
|
|
0-16772
|
|
31-0987416
|
|
(State
or other jurisdiction
|
|
(Commission
File
|
|
(I.R.S.
Employer
|
|
of
incorporation)
|
|
Number)
|
|
Identification
No.)
|
|
138
Putnam Street, PO Box 738
|
|
|
|
Marietta,
Ohio
|
|
45750
|
|
(Address
of principal executive office)
|
|
(Zip
Code)
|
|
Registrant's
telephone number, including area code:
|
|
(740)
373-3155
|
|
Not
applicable
|
|
(Former
name or former address, if changed since last
report)
|
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:
|
|
[ ] 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 5.03
— Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 22, 2009, the shareholders of Peoples Bancorp Inc. (“Peoples”) adopted
an amendment to Article FOURTH of Peoples’ Amended Articles of Incorporation to
authorize Peoples to issue up to 50,000 preferred shares. The
preferred shares may be issued by Peoples’ Board of Directors in one or more
series, from time to time, with each such series to consist of such number of
shares and to have such voting powers, designations, preferences, rights,
qualifications, limitations and restrictions as determined by the Board of
Directors. On January 22, 2009, Peoples filed with the Secretary of
State of the State of Ohio a Certificate of Amendment by Shareholders or Members
(the “Certificate of Amendment”) evidencing the amendment to Article FOURTH
of Peoples’ Amended Articles of Incorporation adopted by Peoples’ shareholders.
The Certificate of Amendment was effective upon filing. A copy of the
Certificate of Amendment is included as Exhibit 3.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD
Disclosure.
On
January 23, 2009, Peoples issued a news release announcing the adoption of an
amendment to Peoples’ Amended Articles of Incorporation by its shareholders at a
Special Meeting of Shareholders. The news release also announced the
date of the 2009 Annual Meeting of Shareholders and nomination of four directors
for re-election at the 2009 Annual Meeting of Shareholders. A copy of
the news release is included as Exhibit 99 to this Current Report on Form
8-K.
Item 9.01 -- Financial
Statements and Exhibits
a)
– c)
Not
applicable
d)
Exhibits
See
Index to Exhibits on Page 3
SIGNATURES
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.
|
|
|
|
PEOPLES
BANCORP INC.
|
|
|
|
|
|
|
Date: January
23, 2009
|
|
By:
|
/s/
EDWARD G. SLOANE
|
|
|
|
|
Edward
G. Sloane
|
|
|
|
|
Chief
Financial Officer and Treasurer
|
EXHIBIT
INDEX
|
Exhibit
Number
|
|
Description
|
|
3.1
|
|
Certificate
of Amendment to the Amended Articles of Incorporation of Peoples Bancorp
Inc. (as filed with the Ohio Secretary of State on January 22,
2009)
|
|
|
|
|
|
99
|
|
News
Release issued January 23, 2009
|
[
ADDITIONAL
PROVISIONS TO THE
CERTIFICATE
OF AMENDMENT TO THE
AMENDED
ARTICLES OF INCORPORATION OF
PEOPLES
BANCORP INC.
Article
FOURTH shall be amended and restated in its entirety as follows:
FOURTH:
The authorized number of shares of the Corporation shall be Twenty-Four Million
Fifty Thousand (24,050,000), consisting of Twenty-Four Million (24,000,000)
common shares, each without par value (the "common shares"), and Fifty Thousand
(50,000) preferred shares, each without par value (the "preferred
shares").
The
directors of the Corporation are hereby authorized to provide for the issuance
of, and to issue, one or more series of preferred shares and, in connection with
the creation of any such series, to adopt an amendment or amendments to the
Articles of the Corporation determining, in whole or in part, the express terms
of any such series to the fullest extent now or hereafter permitted under Ohio
law, including, but not limited to, determining• the division of such shares
into series and the designation and authorized number of shares of each series;
dividend or distribution rights; dividend rate; liquidation rights, preferences
and price; redemption rights and price; sinking fund requirements; voting rights
(in addition to such voting rights as are provided to the holders of preferred
shares for purposes of Article SEVENTH of Peoples' Amended Articles of
Incorporation); pre-emptive rights; conversion rights; restrictions on the
issuance of shares; and other relative, participating, optional or other special
rights and privileges of each such series and the qualifications, limitations or
restrictions thereof. Notwithstanding the foregoing, in no event shall the
voting rights of any series of preferred shares be greater than the voting
rights of the common shares, except to the extent specifically required with
respect to any series of preferred shares which may be designated for issuance
to the United States Department of the Treasury under the TARP Capital Purchase
Program instituted under the Emergency Economic Stabilization Act of 2008. In
the event that at any time the directors of the Corporation shall have
established and designated one or more series of preferred shares consisting of
a number of shares which constitutes less than all of the authorized number of
preferred shares, the remaining authorized preferred shares shall be deemed to
be shares of an undesignated series of preferred shares until designated by the
directors of the Corporation as being part of a series previously established or
a new series then being established by the directors. Without limiting the
generality of the foregoing, and subject to the rights of any series of
preferred shares then outstanding, the amendment providing for issuance of any
series of preferred shares may provide that such series shall be superior or
rank equally or be junior to the preferred shares of any other series to the
extent permitted by Ohio law.
PEOPLES
BANCORP INC. – P.O. BOX 738 – MARIETTA, OH 45750
www.peoplesbancorp.com
NEWS
RELEASE
FOR
IMMEDIATE
RELEASE
Contact: Mark F. Bradley
January
23,
2009
President and Chief Executive
Officer
(740) 373-3155
PEOPLES
BANCORP INC. SHAREHOLDERS
AUTHORIZE
ISSUANCE OF PREFERRED SHARES
____________________________________________________
Date
of Annual Meeting Set for April 23, 2009
MARIETTA, Ohio
– At a Special
Meeting of Shareholders held yesterday, the shareholders of Peoples Bancorp Inc.
(“Peoples”) (NASDAQ: PEBO) adopted an amendment to Article FOURTH of Peoples’
Amended Articles of Incorporation to authorize the issuance of preferred
shares. Peoples was not previously authorized to issue preferred
shares under its Amended Articles of Incorporation. This action
enables Peoples to obtain final approval for a $39 million capital investment
through the TARP Capital Purchase Program, which was preliminarily approved on
November 12, 2008.
During
its regular meeting also held yesterday, Peoples’ Board of Directors fixed the
date and time of the 2009 Annual Meeting of Shareholders. The meeting
will be held at 10:00 a.m. Eastern Daylight Savings Time on April 23, 2009, in
Marietta, Ohio. Peoples’ Board of Directors also nominated directors
Carl L. Baker, Jr., George W. Broughton, Wilford D. Dimit, and Richard Ferguson
for re-election by Peoples shareholders at the 2009 Annual Meeting of
Shareholders. Each nominee will stand for re-election as a director
of Peoples for a three-year term expiring in 2012.
Peoples
also announced it will release 2008 earnings before the market opens on January
26, 2009, and host a facilitated conference call at 11:00 a.m., Eastern Standard
Time, on the same date. Analysts, media and individual investors are
invited to participate in the conference call by calling
800-860-2442. A simultaneous webcast of the conference call audio can
be accessed via the “Investor Relations” section of Peoples’ website,
www.peoplesbancorp.com, and a replay will also be available.
Peoples
Bancorp Inc., a diversified financial products and services company with $2.0
billion in assets, makes available a complete line of banking, investment,
insurance, and trust solutions through 49 locations and 38 ATMs in Ohio, West
Virginia, and Kentucky. Peoples’ financial service units include
Peoples Bank, National Association, Peoples Financial Advisors (a division of
Peoples Bank) and Peoples Insurance Agency, Inc., which includes the Putnam and
Barengo divisions. Peoples’ common shares are traded on the NASDAQ
Global Select Market under the symbol “PEBO” and Peoples is a member of the
Russell 3000 index of US publicly traded companies. Learn more about
Peoples at www.peoplesbancorp.com.
END
OF RELEASE
