As filed with the Securities and Exchange Commission on August 8, 2006
Registration No. 333 - __________
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PEOPLES BANCORP INC.
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(Exact name of registrant as specified in its charter)
Ohio 31-0987416
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738
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(Address of Principal Executive Offices) (Zip Code)
Peoples Bancorp Inc.
2006 Equity Plan
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(Full title of the plan)
Copy to:
Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq.
General Counsel Vorys, Sater, Seymour and Pease LLP
Peoples Bancorp Inc. 52 East Gay Street
138 Putnam Street P.O. Box 1008
P.O. Box 738 Columbus, Ohio 43216-1008
Marietta, Ohio 45750-0738
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(Name and address of agent for service)
(740)374-6109
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(Telephone number, including area code, of agent for service)
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Calculation of Registration Fee
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered (1) per share price fee
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Common Shares,
without par value 15,000 $ 29.12 (2) $ 436,800 $ 47
Common Shares,
without par value 485,000 $ 29.56 (3) $ 14,336,600 $ 1,534
Total 500,000 $---------- $ 14,773,400 $ 1,581
(1) In addition, pursuant to Rule 416(a) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate number of common shares that may be necessary
to adjust the number of common shares reserved for issuance pursuant to
the Peoples Bancorp Inc. 2006 Equity Plan (the "Plan") as a result of a
stock split, reverse stock split, stock dividend or similar adjustment
of the outstanding common shares of Peoples Bancorp Inc. (the
"Registrant").
(2) Estimately solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act with respect to common
shares issuable pursuant to outstanding stock options granted under the
Plan and based on the exercise price of such stock options. Upon
cancellation, expiration, forfeiture or other termination of such stock
options without a delivery of common shares, new stock options or other
awards may be granted at varying exercise prices under the Plan with
respect to the common shares underlying such terminated stock options.
(3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h) under the Securities Act with
respect to common shares issuable pursuant to stock options or other
equity-based awards not yet granted but reserved for issuance under the
Plan and computed on the basis of the average of the high and low sales
prices of the common shares of the Registrant as reported on the NASDAQ
Global Select Market on August 1, 2006.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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Peoples Bancorp Inc. (the "Registrant") hereby incorporates into this
Registration Statement on Form S-8 (the "Registration Statement") the following
documents filed by the Registrant with the Securities and Exchange Commission
(the "Commission"):
o The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2005.
o The Current Reports on Form 8-K filed by the Registrant with the
Commission on January 3, 2006, January 18, 2006, January 27, 2006,
February 9, 2006, April 14, 2006, April 20, 2006, May 11, 2006, May
16, 2006, May 31, 2006, June 29, 2006, July 20, 2006 and August 1,
2006.
o The Registrant's Quarterly Reports on Form 10-Q for the quarterly
periods ended March 31, 2006 and June 30, 2006.
o The description of the Registrant's common shares, without par value
(the "Common Shares), contained in the Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended March 31, 2003.
Any definitive proxy statement or information statement filed by the
Registrant pursuant to Section 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and all documents which may be filed by the
Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act subsequent to the date hereof and prior to the completion of
the offering contemplated by the Peoples Bancorp Inc. 2006 Equity Plan, shall
also be deemed to be incorporated herein by reference and to be made a part
hereof from the date of filing of such documents. Information furnished by the
Registrant under any Current Report on Form 8-K is not incorporated by reference
in this Registration Statement.
Item 4. Description of Securities.
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Not Applicable.
Item 5. Interests of Named Experts and Counsel.
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Not Applicable.
Item 6. Indemnification of Directors and Officers.
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Division (E) of Section 1701.13 of the Ohio Revised Code governs
indemnification by an Ohio corporation and provides as follows:
(E)(1) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, other than
an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees,
judgments, fines, and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit, or
proceeding, if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, if
he had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit, or proceeding by judgment, order,
settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that the person
did not act in good faith and in a manner he reasonably believed to be
in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, he had reasonable cause
to believe that his conduct was unlawful.
(2) A corporation may indemnify or agree to indemnify any
person who was or is a party, or is threatened to be made a party, to
any threatened, pending, or completed action or suit by or in the right
of the corporation to procure a judgment in its favor, by reason of the
fact that he is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against expenses, including attorney's fees, actually
and reasonably incurred by him in connection with the defense or
settlement of such action or suit, if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be
made in respect of any of the following:
(a) Any claim, issue, or matter as to which such person is
adjudged to be liable for negligence or misconduct in the performance
of his duty to the corporation unless, and only to the extent that, the
court of common pleas or the court in which such action or suit was
brought determines, upon application, that, despite the adjudication of
liability, but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses
as the court of common pleas or such other court shall deem proper;
(b) Any action or suit in which the only liability asserted
against a director is pursuant to section 1701.95 of the Revised Code.
(3) To the extent that a director, trustee, officer, employee,
member, manager, or agent has been successful on the merits or
otherwise in defense of any action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, or in defense of any claim,
issue, or matter therein, he shall be indemnified against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the action, suit, or proceeding.
(4) Any indemnification under division (E)(1) or (2) of this
section, unless ordered by a court, shall be made by the corporation
only as authorized in the specific case, upon a determination that
indemnification of the director, trustee, officer, employee, member,
manager, or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in division (E)(1) or (2) of
this section. Such determination shall be made as follows:
(a) By a majority vote of a quorum consisting of directors of
the indemnifying corporation who were not and are not parties to or
threatened with the action, suit, or proceeding referred to in division
(E)(1) or (2) of this section;
(b) If the quorum described in division (E)(4)(a) of this
section is not obtainable or if a majority vote of a quorum of
disinterested directors so directs, in a written opinion by independent
legal counsel other than an attorney, or a firm having associated with
it an attorney, who has been retained by or who has performed services
for the corporation or any person to be indemnified within the past
five years;
(c) By the shareholders;
(d) By the court of common pleas or the court in which the
action, suit, or proceeding referred to in division (E)(1) or (2) of
this section was brought.
Any determination made by the disinterested directors under
division (E)(4)(a) or by independent legal counsel under division
(E)(4)(b) of this section shall be promptly communicated to the person
who threatened or brought the action or suit by or in the right of the
corporation under division (E)(2) of this section, and, within ten days
after receipt of such notification, such person shall have the right to
petition the court of common pleas or the court in which such action or
suit was brought to review the reasonableness of such determination.
(5)(a) Unless at the time of a director's act or omission that
is the subject of an action, suit, or proceeding referred to in
division (E)(1) or (2) of this section, the articles or the regulations
of a corporation state, by specific reference to this division, that
the provisions of this division do not apply to the corporation and
unless the only liability asserted against a director in an action,
suit, or proceeding referred to in division (E)(1) or (2) of this
section is pursuant to section 1701.95 of the Revised Code, expenses,
including attorney's fees, incurred by a director in defending the
action, suit, or proceeding shall be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, upon receipt of an undertaking by or on behalf of the
director in which he agrees to do both of the following:
(i) Repay such amount if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or
failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the corporation or undertaken with reckless
disregard for the best interests of the corporation;
(ii) Reasonably cooperate with the corporation concerning the
action, suit, or proceeding.
(b) Expenses, including attorney's fees, incurred by a
director, trustee, officer, employee, member, manager, or agent in
defending any action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, may be paid by the corporation as they
are incurred, in advance of the final disposition of the action, suit,
or proceeding, as authorized by the directors in the specific case,
upon receipt of an undertaking by or on behalf of the director,
trustee, officer, employee, member, manager, or agent to repay such
amount, if it ultimately is determined that he is not entitled to be
indemnified by the corporation.
(6) The indemnification authorized by this section shall not
be exclusive of, and shall be in addition to, any other rights granted
to those seeking indemnification under the articles, the regulations,
any agreement, a vote of shareholders or disinterested directors, or
otherwise, both as to action in their official capacities and as to
action in another capacity while holding their offices or positions,
and shall continue as to a person who has ceased to be a director,
trustee, officer, employee, member, manager, or agent and shall inure
to the benefit of the heirs, executors, and administrators of such a
person.
(7) A corporation may purchase and maintain insurance or
furnish similar protection, including, but not limited to, trust funds,
letters of credit, or self-insurance, on behalf of or for any person
who is or was a director, officer, employee, or agent of the
corporation, or is or was serving at the request of the corporation as
a director, trustee, officer, employee, member, manager, or agent of
another corporation, domestic or foreign, nonprofit or for profit, a
limited liability company, or a partnership, joint venture, trust, or
other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as
such, whether or not the corporation would have the power to indemnify
him against such liability under this section. Insurance may be
purchased from or maintained with a person in which the corporation has
a financial interest.
(8) The authority of a corporation to indemnify persons
pursuant to division (E)(1) or (2) of this section does not limit the
payment of expenses as they are incurred, indemnification, insurance,
or other protection that may be provided pursuant to divisions (E)(5),
(6), and (7) of this section. Divisions (E)(1) and (2) of this section
do not create any obligation to repay or return payments made by the
corporation pursuant to division (E)(5), (6) or (7).
(9) As used in division (E) of this section, "corporation"
includes all constituent entities in a consolidation or merger and the
new or surviving corporation, so that any person who is or was a
director, officer, employee, trustee, member, manager, or agent of such
a constituent entity, or is or was serving at the request of such
constituent entity as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, or a partnership,
joint venture, trust, or other enterprise, shall stand in the same
position under this section with respect to the new or surviving
corporation as he would if he had served the new or surviving
corporation in the same capacity.
Section 12.8 of the Peoples Bancorp Inc. 2006 Equity Plan (the "Plan")
addresses indemnification of members of the Board of Directors of the Registrant
(the "Board") and/or the members of the Compensation Committee of the Board or a
subcommittee thereof (the "Committee"). Section 12.8 of the Plan provides:
12.8 INDEMNIFICATION OF BOARD AND COMMITTEE. Indemnification
of the members of the Board and/or members of the Committee shall be in
accordance with the Code of Regulations of the Company as amended by
the Shareholders from time to time.
Article Five of the Code of Regulations of the Registrant governs
indemnification by the Registrant and provides as follows:
SECTION 5.01. MANDATORY INDEMNIFICATION. The corporation shall
indemnify any officer or director of the corporation who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including, without limitation, any
action threatened or instituted by or in the right of the corporation),
by reason of the fact that he is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, trustee, officer, employee or agent of
another corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against expenses
(including, without limitation, attorneys' fees, filing fees, court
reporters' fees and transcript costs), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in
connection with such action, suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and with respect to any criminal
action or proceeding, he had no reasonable cause to believe his conduct
was unlawful. A person claiming indemnification under this Section 5.01
shall be presumed, in respect of any act or omission giving rise to
such claim for indemnification, to have acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal matter,
to have had no reasonable cause to believe his conduct was unlawful,
and the termination of any action, suit or proceeding by judgment,
order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not, of itself, rebut such presumption.
SECTION 5.02. COURT-APPROVED INDEMNIFICATION. Anything
contained in the Regulations or elsewhere to the contrary
notwithstanding:
(A) the corporation shall not indemnify any officer or
director of the corporation who was a party to any completed action or
suit instituted by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee,
officer, employee or agent of another corporation (domestic or foreign,
nonprofit or for profit), partnership, joint venture, trust or other
enterprise, in respect of any claim, issue or matter asserted in such
action or suit as to which he shall have been adjudged to be liable for
acting with reckless disregard for the best interests of the
corporation or misconduct (other than negligence) in the performance of
his duty to the corporation unless and only to the extent that the
Court of Common Pleas of Washington County, Ohio or the court in which
such action or suit was brought shall determine upon application that,
despite such adjudication of liability, and in view of all the
circumstances of the case, he is fairly and reasonably entitled to such
indemnity as such Court of Common Pleas or such other court shall deem
proper; and
(B) the corporation shall promptly make any such unpaid
indemnification as is determined by a court to be proper as
contemplated by this Section 5.02.
SECTION 5.03. INDEMNIFICATION FOR EXPENSES. Anything contained
in the Regulations or elsewhere to the contrary notwithstanding, to the
extent that an officer or director of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Section 5.01, or in defense of any claim,
issue or matter therein, he shall be promptly indemnified by the
corporation against expenses (including, without limitation, attorneys'
fees, filing fees, court reporters' fees and transcript costs) actually
and reasonably incurred by him in connection therewith.
SECTION 5.04. DETERMINATION REQUIRED. Any indemnification
required under Section 5.01 and not precluded under Section 5.02 shall
be made by the corporation only upon a determination that such
indemnification of the officer or director is proper in the
circumstances because he has met the applicable standard of conduct set
forth in Section 5.01. Such determination may be made only (A) by a
majority vote of a quorum consisting of directors of the corporation
who were not and are not parties to, or threatened with, any such
action, suit or proceeding, or (B) if such a quorum is not obtainable
or if a majority of a quorum of disinterested directors so directs, in
a written opinion by independent legal counsel other than an attorney,
or a firm having associated with it an attorney, who has been retained
by or who has performed services for the corporation, or any person to
be indemnified, within the past five years, or (C) by the shareholders,
or (D) by the Court of Common Pleas of Washington County, Ohio or (if
the corporation is a party thereto) the court in which such action,
suit or proceeding was brought, if any; any such determination may be
made by a court under division (D) of this Section 5.04 at any time
[including, without limitation, any time before, during or after the
time when any such determination may be requested of, be under
consideration by or have been denied or disregarded by the
disinterested directors under division (A) or by independent legal
counsel under division (B) or by the shareholders under division (C) of
this Section 5.04]; and no failure for any reason to make any such
determination, and no decision for any reason to deny any such
determination, by the disinterested directors under division (A) or by
independent legal counsel under division (B) or by the shareholders
under division (C) of this Section 5.04 shall be evidence in rebuttal
of the presumption recited in Section 5.01. Any determination made by
the disinterested directors under division (A) or by independent legal
counsel under division (B) of this Section 5.04 to make indemnification
in respect of any claim, issue or matter asserted in an action or suit
threatened or brought by or in the right of the corporation shall be
promptly communicated to the person who threatened or brought such
action or suit, and within ten (10) days after receipt of such
notification such person shall have the right to petition the Court of
Common Pleas of Washington County, Ohio or the court in which such
action or suit was brought, if any, to review the reasonableness of
such determination.
SECTION 5.05. ADVANCES FOR EXPENSES. Expenses (including,
without limitation, attorneys' fees, filing fees, court reporters' fees
and transcript costs) incurred in defending any action, suit or
proceeding referred to in Section 5.01 shall be paid by the corporation
in advance of the final disposition of such action, suit or proceeding
to or on behalf of the officer or director promptly as such expenses
are incurred by him, but only if such officer or director shall first
agree, in writing, to repay all amounts so paid in respect of any
claim, issue or other matter asserted in such action, suit or
proceeding in defense of which he shall not have been successful on the
merits or otherwise:
(A) if it shall ultimately be determined as provided in
Section 5.04 that he is not entitled to be indemnified by the
corporation as provided under Section 5.01; or
(B) if, in respect of any claim, issue or other matter
asserted by or in the right of the corporation in such action or suit,
he shall have been adjudged to be liable for acting with reckless
disregard for the best interests of the corporation or misconduct
(other than negligence) in the performance of his duty to the
corporation, unless and only to the extent that the Court of Common
Pleas of Washington County, Ohio or the court in which such action or
suit was brought shall determine upon application that, despite such
adjudication of liability, and in view of all the circumstances, he is
fairly and reasonably entitled to all or part of such indemnification.
SECTION 5.06. ARTICLE FIVE NOT EXCLUSIVE. The indemnification
provided by this Article Five shall not be exclusive of, and shall be
in addition to, any other rights to which any person seeking
indemnification may be entitled under the Articles or the Regulations
or any agreement, vote of shareholders or disinterested directors, or
otherwise, both as to action in his official capacity and as to action
in another capacity while holding such office, and shall continue as to
a person who has ceased to be an officer or director of the corporation
and shall inure to the benefit of the heirs, executors, and
administrators of such a person.
SECTION 5.07. INSURANCE. The corporation may purchase and
maintain insurance or furnish similar protection, including but not
limited to trust funds, letters of credit, or self-insurance, on behalf
of any person who is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation
as a director, trustee, officer, employee, or agent of another
corporation (domestic or foreign, nonprofit or for profit),
partnership, joint venture, trust or other enterprise, against any
liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not the
corporation would have the obligation or the power to indemnify him
against such liability under the provisions of this Article Five.
Insurance may be purchased from or maintained with a person in which
the corporation has a financial interest.
SECTION 5.08. CERTAIN DEFINITIONS. For purposes of this
Article Five, and as examples and not by way of limitation:
(A) A person claiming indemnification under this Article Five
shall be deemed to have been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in Section 5.01,
or in defense of any claim, issue or other matter therein, if such
action, suit or proceeding shall be terminated as to such person, with
or without prejudice, without the entry of a judgment or order against
him, without a conviction of him, without the imposition of a fine upon
him and without his payment or agreement to pay any amount in
settlement thereof (whether or not any such termination is based upon a
judicial or other determination of the lack of merit of the claims made
against him or otherwise results in a vindication of him); and
(B) References to an "other enterprise" shall include employee
benefit plans; references to a "fine" shall include any excise taxes
assessed on a person with respect to an employee benefit plan; and
references to "serving at the request of the corporation" shall include
any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such
director, officer, employee or agent with respect to an employee
benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the best
interests of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in a manner "not opposed to the best
interests of the corporation" within the meaning of that phrase as used
in this Article Five.
SECTION 5.09. VENUE. Any action, suit or proceeding to
determine a claim for indemnification under this Article Five may be
maintained by the person claiming such indemnification, or by the
corporation, in the Court of Common Pleas of Washington County, Ohio.
The corporation and (by claiming such indemnification) each such person
consent to the exercise of jurisdiction over its or his person by the
Court of Common Pleas of Washington County, Ohio in any such action,
suit or proceeding.
In addition, the Registrant has in the past purchased and may in the
future purchase insurance that insures the Registrant's present or former
directors and officers against certain liabilities which might be incurred by
them in such capacities. The Registrant also maintains fiduciary and lending
liability coverage.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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See the Index to Exhibits attached hereto beginning at page 13.
Item 9. Undertakings.
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A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
provided, however, that paragraphs A(1)(i) and A(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the Commission
by the Registrant pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 of this Part
II, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
[Remainder of page intentionally left blank;
signatures on following page.]
SIGNATURES
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 Marietta, State of Ohio, on the 8th day of August,
2006.
PEOPLES BANCORP INC.
By:/s/ MARK F. BRADLEY
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Mark F. Bradley
President and Chief Executive Officer
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 the 8th day of August, 2006.
Signature Title
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/s/ Mark F. Bradley President and Chief Executive Officer
------------------------------------ and Director(Principal Executive Officer)
Mark F. Bradley
/s/ Joseph H. Wesel * Chairman of the Board and Director
------------------------------------
Joseph H. Wesel
/s/ Paul T. Theisen* Vice Chairman of the Board and Director
------------------------------------
Paul T. Theisen
/s/ Carl L. Baker, Jr. * Director
------------------------------------
Carl L. Baker, Jr.
/s/ George W. Broughton* Director
------------------------------------
George W. Broughton
/s/ Frank L. Christy* Director
------------------------------------
Frank L. Christy
/s/ Wilford D. Dimit* Director
------------------------------------
Wilford D. Dimit
/s/ Richard Ferguson * Director
------------------------------------
Richard Ferguson
/s/ Robert W. Price * Director
------------------------------------
Robert W. Price
/s/ Theodore P. Sauber* Director
------------------------------------
Theodore P. Sauber
/s/ Thomas J. Wolf* Director
------------------------------------
Thomas J. Wolf
/s/ Donald J. Landers, Jr. Chief Financial Officer and Treasurer
------------------------------------ (Principal Financial Officer and
Donald J. Landers, Jr. Principal Accounting Officer)
*By Mark F. Bradley pursuant to Powers of Attorney executed by the directors
listed above, which Powers of Attorney are being filed herein with the
Securities and Exchange Commission as an exhibit to this Registration Statement
on Form S-8.
/s/ MARK F. BRADLEY
---------------------------
Mark F. Bradley
Attorney-in-Fact
INDEX TO EXHIBITS
Exhibit No. Description Location
----------- ----------- --------
4.1(a) Amended Articles of Incorporation of Peoples Bancorp Incorporated herein by reference to
Inc. (as filed with the Ohio Secretary of State on Exhibit 3(a) to the Registration
May 3, 1993) Statement on Form 8-B of Peoples Bancorp
Inc. ("Peoples") filed July 20, 1993
(File No.0-16772)
4.1(b) Certificate of Amendment to the Amended Articles of Incorporated herein by reference to
Incorporation of Peoples Bancorp Inc. (as filed with Exhibit 3(a)(2) to Peoples' Annual
the Ohio Secretary of State on April 22, 1994) Report on Form 10-K for the fiscal year
ended December 31, 1997 (File No.
0-16772) ("Peoples' 1997 Form 10-K")
4.1(c) Certificate of Amendment to the Amended Articles of Incorporated herein by reference to
Incorporation of Peoples Bancorp Inc. (as filed with Exhibit 3(a)(3) to Peoples' 1997 Form
the Ohio Secretary of State on April 9, 1996) 10-K
4.1(d) Certificate of Amendment to the Amended Articles of Incorporated herein by reference to
Incorporation of Peoples Bancorp Inc. (as filed with Exhibit 3(a) to Peoples' Quarterly
the Ohio Secretary of State on April 23, 2003) Report on Form 10-Q for the quarterly
period ended March 31, 2003 (File No.
0-16772) ("Peoples' March 31, 2003
Form 10-Q")
4.1(e) Amended Articles of Incorporation of Peoples Bancorp Incorporated herein by reference to
Inc. (reflecting amendments through April 23, 2003) Exhibit 3(b) to Peoples' March 31, 2003
[For SEC reporting compliance purposes only Form 10-Q
-- not filed with Ohio Secretary of State]
4.2(a) Code of Regulations of Peoples Bancorp Inc. Incorporated herein by reference to
Exhibit 3(b) to Peoples' Registration
Statement on Form 8-B filed July 20,
1993 (File No. 0-16772)
4.2(b) Certificate of Amendment to the Code of Regulations Incorporated herein by reference to
of Peoples Bancorp Inc. regarding adoption of Exhibit 3(c) to Peoples' March 31, 2003
amendments to Sections 1.03, 1.04, 1.05, 1.06, 1.08, Form 10-Q
1.10, 2.03(C), 2.07, 2.08, 2.10 and 6.02 of the
Code of Regulations of Peoples Bancorp Inc. by
shareholders on April 10, 2003
4.2(c) Certificate of Amendment to the Code of Regulations Incorporated herein by reference to
of Peoples Bancorp Inc. regarding adoption of Exhibit 3(a) to Peoples' Quarterly
amendments to Article Three of the Code of Report on Form 10-Q for the quarterly
Regulations of Peoples Bancorp Inc. by shareholders period ended March 31, 2004 (File No. on
April 8, 2004 0-16772)
4.2(d) Certificate regarding adoption of amendments to Incorporated herein by reference to
Sections 2.06, 2.07, 3.01 and 3.04 of Peoples Exhibit 3.1 to Peoples' Current Report
Bancorp Inc.'s Code of Regulations by the on Form 8-K dated and filed on April 14,
shareholders on April 13, 2006 2006 (File No. 0-16772) ("Peoples' April
14, 2006 Form 8-K")
4.2(e) Code of Regulations of Peoples Bancorp Inc. Incorporated herein by reference to
(reflecting amendments through April 13, 2006) Exhibit 3(b) to Peoples' Quarterly
[For SEC reporting compliance purposes only] Report on Form 10-Q for the quarterly
period ended March 31, 2006 (File
No. 0-16772)
4.3 Indenture, dated as of April 20, 1999, between Incorporated herein by reference to
Peoples Bancorp Inc. and Wilmington Trust Company, Exhibit 4.1 to the Registration
as Debenture Trustee, relating to Junior Statement on Form S-4 (Registration No.
Subordinated Deferrable Interest Debentures 333-81251) filed on June 22, 1999 by
Peoples and PEBO Capital Trust I
("Peoples' 1999 Form S-4")
4.4 Amended and Restated Declaration of Trust of PEBO Incorporated herein by reference to
Capital Trust I, dated as of April 20, 1999 Exhibit 4.5 to Peoples' 1999 Form S-4
4.5 Series B Capital Securities Guarantee Agreement, Incorporated herein by reference to
dated as of September 23, 1999, between Peoples Exhibit 4(i) to Peoples' Annual Report
Bancorp Inc. and Wilmington Trust Company, as on Form 10-K for the fiscal year ended
Guarantee Trustee, relating to Series B 8.62% December 31, 1999 (File No. 0-16772)
Capital Securities
4.6 Indenture, dated as of April 10, 2002, between Incorporated herein by reference to
Peoples Bancorp Inc. and Wilmington Trust Company, Exhibit 4.1 to Peoples' Quarterly Report
as Trustee, relating to Floating Rate Junior on Form 10-Q for the quarterly period
Subordinated Debt Securities due 2032 ended September 30, 2002 (File No.
0-16772)("Peoples'September 30, 2002
Form 10-Q")
4.7 Amended and Restated Declaration of Trust of PEBO Incorporated herein by reference to
Capital Trust II, dated as of April 10, 2002 Exhibit 4.2 to Peoples' September 30,
2002 Form 10-Q
4.8 Guarantee Agreement, dated as of April 10, 2002, Incorporated herein by reference to
between Peoples Bancorp Inc. and Wilmington Trust Exhibit 4.3 to Peoples' September 30,
Company, as Guarantee Trustee, relating to Floating 2002 Form 10-Q
Rate MMCapSSM Capital Securities
5.1 Opinion of Vorys, Sater, Seymour and Pease LLP Filed herewith
regarding legality of securities being registered
10.1 People Bancorp Inc. 2006 Equity Plan as adopted by Incorporated herein by reference to
Board of Directors of Peoples Bancorp Inc. on Exhibit 10(a) to Peoples' Quarterly
February 9, 2006 and approved by shareholders of Report on Form 10-Q for the quarterly
Peoples Bancorp Inc. on April 13, 2006 period ended June 30, 2006 (File No.
0-16772)
10.2 Certificate Regarding Adoption of Amendment to Incorporated herein by reference to
Peoples Bancorp Inc. 2006 Equity Plan by Board of Exhibit 10(b) to Peoples' Quarterly
Directors of Peoples Bancorp Inc. on June 8, 2006 Report on Form 10-Q for the quarterly
period ended June 30, 2006 (File No.
0-16772)
23.1 Consent of Ernst & Young LLP, independent registered Filed herewith
public accounting firm
23.2 Consent of Vorys, Sater, Seymour and Pease LLP Filed as part of Exhibit 5.1
24.1 Powers of Attorney of Directors and Executive Filed herewith
Officers of Peoples Bancorp Inc.