As filed with the Securities and Exchange Commission on December , 2002
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PEOPLES BANCORP INC.
(Exact name of Registrant as specified in its charter)
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OHIO 31-0987416
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
138 PUTNAM STREET, MARIETTA, OHIO 45750
(740) 373-3155
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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CHARLES R. HUNSAKER, ESQ., GENERAL COUNSEL
PEOPLES BANCORP INC.
138 PUTNAM STREET
MARIETTA, OHIO 45750
(740) 374-6109
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
CHARLES S. DEROUSIE, ESQ JOHN E. FREECHACK, ESQ.
ELIZABETH TURRELL FARRAR, ESQ SARAH M. BERNSTEIN, ESQ.
VORYS, SATER, SEYMOUR AND PEASE LLP BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG LLC
52 EAST GAY STREET 333 WEST WACKER DRIVE, SUITE 2700
COLUMBUS, OHIO 43215 CHICAGO, ILLINOIS 60606
(614) 464-6400 (312) 984-3100
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. [ ]
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [X] 333-101253
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Amount to be Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
--------------------------- ---------- ------------------------ ------------------------ ----------------
Common shares, without par value 276,000 $24.00 $6,624,000 $610
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This Registration Statement on Form S-3 is being filed with respect to the
registration of 276,000 additional common shares, without par value, of Peoples
Bancorp Inc., pursuant to Rule 462(b) under the Securities Act of 1933, as
amended. The contents of the earlier registration statement (Registration No.
333-101253) filed by Peoples Bancorp Inc. with the Securities and Exchange
Commission on November 15, 2002, as amended by Pre-Effective Amendment No. 1
filed with the Securities and Exchange Commission on December 4, 2002,
Pre-Effective Amendment No. 2 filed with the Securities and Exchange Commission
on December 13, 2002 and Pre-Effective Amendment No. 3 filed with the Securities
and Exchange Commission on December 16, 2002, including, in each case, the
exhibits thereto, and declared effective by the Securities and Exchange
Commission on December 16, 2002, are incorporated into this Registration
Statement on Form S-3 by reference.
The required opinions and consents are listed on the Index of Exhibits
attached hereto and filed herewith.
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CERTIFICATION
Peoples Bancorp Inc. hereby certifies to the Commission that it has
instructed its bank to pay the Commission the filing fee of $610 for the
additional securities being registered hereby as soon as practicable (but in any
event no later than the close of business on December 17, 2002); that it will
not revoke such instructions; that it has sufficient funds in the relevant
account to cover the amount of the filing fee; and that it undertakes to confirm
receipt of such instructions by the bank during regular business hours on
December 17, 2002.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Peoples
Bancorp Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 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 December 16, 2002.
PEOPLES BANCORP INC.
By: /s/ Robert E. Evans
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ROBERT E. EVANS
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 and on the dates indicated.
Signature Title Date
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/s/ Robert E. Evans President and Chief Executive December 16, 2002
------------------------ Officer and Director
ROBERT E. EVANS (Principal Executive Officer)
* Carl Baker, Jr. Director December 16, 2002
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CARL BAKER, JR.
* George W. Broughton Director December 16, 2002
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GEORGE W. BROUGHTON
* Frank L. Christy Director December 16, 2002
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FRANK L. CHRISTY
* Wilford D. Dimit Director December 16, 2002
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WILFORD D. DIMIT
* Rex E. Maiden Director December 16, 2002
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REX E. MAIDEN
* Robert W. Price Director December 16, 2002
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ROBERT W. PRICE
* Paul T. Theisen Director December 16, 2002
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PAUL T. THEISEN
* Thomas C. Vadakin Director December 16, 2002
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THOMAS C. VADAKIN
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Signature Title Date
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* Joseph H. Wesel Chairman of the Board December 16, 2002
------------------------ and Director
JOSEPH H. WESEL
* John W. Conlon Chief Financial Officer December 16, 2002
------------------------ and Treasurer (Principal
JOHN W. CONLON Accounting Officer)
* Gary L. Kriechbaum Controller December 16, 2002
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GARY L. KRIECHBAUM
* By Robert E. Evans pursuant to Powers of Attorney executed by the directors
and executive officers listed above, which Powers of Attorney are filed with the
Securities and Exchange Commission.
/s/ Robert E. Evans
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Name: Robert E. Evans
Title: President and Chief Executive Officer and Director
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INDEX OF EXHIBITS
EXHIBIT
NUMBER DESCRIPTION EXHIBIT LOCATION
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5.1 Opinion of Vorys, Sater, Seymour and Pease LLP. Filed herewith.
23.1 Consent of Ernst & Young LLP, independent Filed herewith.
accountants.
23.2 Consent of Vorys, Sater, Seymour and Pease LLP Filed herewith.
(included in opinion filed as Exhibit 5.1).
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