As filed with the Securities and Exchange Commission on August 29, 2003
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 (I.R.S. Employer
of incorporation or organization) Identification No.)
138 Putnam Street, P. O. Box 738, Marietta, Ohio 45750-0738
(Address of Principal Executive Offices) (Zip Code)
Peoples Bancorp Inc. Retirement Savings Plan
(Full title of the plan)
Charles R. Hunsaker, Esq. Copy to:
General Counsel Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease LLP
138 Putnam Street 52 East Gay Street
P. O. Box 738 Columbus, Ohio 43215
Marietta, Ohio 45750-0738
(Name and address of agent for service)
(740) 374-6109
(Telephone number, including area code, of agent for service)
Calculation of Registration Fee
================================ ================== ======================= ======================= ================
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering aggregate registration
to be registered (1) registered price per share (2) offering price fee
-------------------------------- ------------------ ----------------------- ----------------------- ----------------
Common Shares,
without par value........... 525,000 $26.80 $14,070,000 $1,138.26
================================ ================== ======================= ======================= ================
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
(2) Estimated solely for the purpose of computing the aggregate offering price
and the registration fee pursuant to Rules 457(c) and 457(h) of the General
Rules and Regulations promulgated under the Securities Act of 1933, as
amended, and computed on the basis of the average of the high and low sales
prices of the Common Shares as reported on The Nasdaq Stock Market on
August 25, 2003.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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Peoples Bancorp Inc. (the "Registrant") and the Peoples Bancorp Inc.
Retirement Savings Plan (the "Plan") hereby incorporate by reference into this
Registration Statement the following documents filed by the Registrant and the
Plan with the Securities and Exchange Commission (the "Commission") pursuant to
the requirements of Section 13(a) or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"):
o The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 2002.
o The Plan's Annual Report on Form 11-K for the fiscal year ended
December 31, 2002, as amended by the Form 11-K/A filed with the
Commission on June 23, 2003.
o The Registrant's Quarterly Report on Form 10-Q for the quarterly
periods ended March 31, 2003 and June 30, 2003.
o The Registrant's Current Reports on Form 8-K filed with the Commission
on January 6, 2003, January 14, 2003, January 21, 2003, February 13,
2003 (as amended February 14, 2003), February 20, 2003, March 11,
2003, March 13, 2003, April 1, 2003, April 11, 2003, April 15, 2003,
May 9, 2003, May 12, 2003, June 19, 2003, July 1, 2003, July 7, 2003,
July 15, 2003, August 11, 2003 and August 15,2003.
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 pursuant
to Section 14 of the Exchange Act, and all documents which may be filed by the
Registrant or the Plan with the Commission pursuant to Sections 13, 14 or 15(d)
of the Exchange Act subsequent to the date hereof and prior to the completion of
the offering contemplated under the 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 or provided by the Registrant
under Item 9 or Item 12 of any of the Registrant's Current Reports on Form 8-K
is not incorporated by reference in this Registration Statement on Form S-8. The
Registrant furnished information under Item 9 of the Registrant's Current Report
on Form 8-K to the Commission on April 17, 2003.
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.
Article Five of the Code of Regulations of the Registrant governs
indemnification by the Registrant and provides as follows:
Section 5.01. Mandatory Indemnification.
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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.
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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.
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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 purchased $10 million of insurance that
insures its directors and officers against certain liabilities which might be
incurred by them in such capacities. The Registrant also maintains fiduciary and
lending liability coverage up to a $7 million limit.
Section 7.03 of the Peoples Bancorp Inc. Retirement Savings Plan (the
"Plan") addresses indemnity of certain fiduciaries, including the Plan
Administrator. Section 7.03 of the Plan provides:
7.03 INDEMNITY OF CERTAIN FIDUCIARIES.
--------------------------------------
The Employer will indemnify, defend and hold harmless
the Plan Administrator from and against any and all loss
resulting from liability to which the Plan Administrator may
be subjected by reason of any act or omission (except willful
misconduct or gross negligence) in its official capacities in
the administration of this Trust or Plan or both, including
attorneys' fees and all other expenses reasonably incurred in
the Plan Administrator's defense, in case the Employer fails
to provide such defense. The indemnification provisions of
this Section 7.03 do not relieve the Plan Administrator from
any liability the Plan Administrator may have under ERISA for
breach of a fiduciary duty. Furthermore, the Plan
Administrator and the Employer may execute a written agreement
further delineating the indemnification agreement of this
Section 7.03, provided the agreement is consistent with and
does not violate ERISA. The indemnification provisions of this
Section 7.03 extend to any Trustee, third party administrator,
Custodian or other Plan service provider solely to the extent
provided by a written agreement executed by such persons and
the Employer.
Item 7. Exemption from Registration Claimed.
----------------------------------------------
Not applicable.
Item 8. Exhibits.
-------------------
See the Index to Exhibits attached hereto beginning at page 16.
The undersigned Registrant hereby undertakes to submit the Peoples
Bancorp Inc. Retirement Savings Plan (the "Plan") and any amendment to the Plan,
or cause the same to be submitted, to the Internal Revenue Service (the "IRS")
as required under the applicable provisions of the Internal Revenue Code of
1986, as amended (the "Code"), and the Employee Retirement Income Security Act
of 1974, as amended ("ERISA"), in a timely manner and will make all changes
required by the IRS in order to qualify the Plan under Section 401 of the Code.
Item 9. Undertakings.
-----------------------
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; 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) do not
apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic 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 this 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 (and each filing of an
annual report pursuant to Section 15(d) of the Securities Exchange Act
of 1934 on behalf of the Peoples Bancorp Inc. Retirement Savings Plan)
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 Securities
Act of 1933 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
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signatures begin on following page]
SIGNATURES
The Registrant. 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 29th day of
August, 2003.
PEOPLES BANCORP INC.
By: /s/ Robert E. Evans*
--------------------------------------
Robert E. Evans
Chairman of the Board
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 29th day of August 2003.
Name Title
/s/ Robert E. Evans* Chairman of the Board
------------------------- President and Chief Executive Officer
Robert E. Evans (Principal Executive Officer) and Director
/s/ Carl Baker, Jr.* Director
-------------------------
Carl Baker, Jr.
/s/ Mark F. Bradley* Executive Vice President
------------------------- Chief Operating Officer and Director
Mark F. Bradley
/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/ Rex E. Maiden* Director
-------------------------
Rex E. Maiden
/s/ Robert W. Price* Director
-------------------------
Robert W. Price
/s/ Paul T. Theisen* Director
-------------------------
Paul T. Theisen
/s/ Thomas C. Vadakin* Director
-------------------------
Thomas C. Vadakin
/s/ Joseph H. Wesel* Director
--------------------------
Joseph H. Wesel
/s/ John W. Conlon Chief Financial Officer and Treasurer
-------------------------- (Principal Financial Officer)
John W. Conlon
/s/ Donald J. Landers* Controller and Chief Accounting Officer
--------------------------
Donald J. Landers
---------------------
*By John W. Conlon pursuant to Powers of Attorney executed by the directors and
executive officers listed above, which Powers of Attorney are being filed herein
with the Securities and Exchange Commission as an exhibit to this Registration
Statement.
/s/ John W. Conlon
----------------
John W. Conlon
Attorney-in-Fact
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the Trustee of the Peoples Bancorp Inc. Retirement Savings Plan 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 29th
day of August 2003.
PEOPLES BANCORP INC. RETIREMENT SAVINGS PLAN
By PEOPLES BANK, NATIONAL ASSOCIATION, Trustee
By: /s/ John E. Dakesian
----------------------------------
John E. Dakesian
Vice President, Human Resources and
Chairman, Retirement Plan Committee
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit Location
----------- ---------------------- --------
4(a)(1) Amended Articles of Incorporation Incorporated herein by reference to
of Peoples Bancorp Inc. (as filed Exhibit 3(a) to Registration Statement
with the Ohio Secretary of State on Form 8-B of Peoples Bancorp Inc.
on May 3, 1993). ("Peoples") filed July 20, 1993
(File No.0-16772).
4(a)(2) Certificate of Amendment to the Incorporated herein by reference to Exhibit
Amended Articles of Incorporation 3(a)(2) to Peoples' Annual Report on Form
of Peoples Bancorp Inc. (as filed 10-K for the fiscal year ended December 31,
with the Ohio Secretary of State 1997 (File No. 0-16772) (the "1997 Form
on April 22, 1994). 10-K").
4(a)(3) Certificate of Amendment to the Incorporated herein by reference to Exhibit
Amended Articles of Incorporation 3(a)(3) to Peoples' 1997 Form 10-K.
of Peoples Bancorp Inc. (as filed
with the Ohio Secretary of
State on April 9, 1996).
4(a)(4) Certificate of Amendment to the Incorporated herein by reference to Exhibit
Amended Articles of Incorporation 3(a) to Peoples' Quarterly Report on Form
of Peoples Bancorp Inc. (as filed 10-Q for the quarterly period ended
with the Ohio Secretary of State March 31, 2003 (File No. 0-16772) (the
on April 23, 2003). "March 2003 Form 10-Q").
4(a)(5) Amended Articles of Incorporation Incorporated herein by reference to
of Peoples Bancorp Inc. Exhibit 3(b) to Peoples' March 2003 Form
(reflecting amendments through 10Q.
April 23, 2003) [For SEC reporting
compliance purposes only -- not
filed with Ohio Secretary of State].
4(b)(1) Code of Regulations of Peoples Incorporated herein by reference to
Bancorp Inc. Exhibit 3(b) to Peoples' Registration
Statement on Form 8-B filed July 20,
1993 (File No. 0-16772).
4(b)(2) Certified Resolutions Regarding Incorporated herein by reference to
Adoption of Amendments to Sections Exhibit 3(c) to Peoples' March 2003 Form
1.03, 1.04, 1.05, 1.06, 1.08, 1.10, 10-Q.
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(b)(3) Code of Regulations of Peoples Bancorp Incorporated herein by reference to Exhibit
Inc. (reflecting amendments through 3(d) to Peoples' March 2003 Form 10-Q.
April 10, 2003) [For SEC reporting
compliance purposes only].
23(a) Consent of Ernst & Young LLP Filed herewith.
23(b) Consent of Rea & Associates, Inc. Filed herewith.
24 Powers of Attorney of Directors and Filed herewith
Executive Officers of Peoples Bancorp
Inc.