form8-k20070921.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
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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)
September 20, 2007

WASHINGTON TRUST BANCORP, INC.
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(Exact Name of Registrant as Specified in Charter)


Rhode Island
  
0-13091
  
05-0404671
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(State or Other Jurisdiction
  
(Commission
  
(IRS Employer
of Incorporation)
  
File Number)
  
Identification No.)


23 Broad Street, Westerly, Rhode Island 02891
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(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (401) 348-1200

Former name or address, if changed from last report: N/A

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 September 20, 2007, the Board of Directors (the “Board”) of Washington Trust Bancorp, Inc. (“Washington Trust”) amended and restated Section 11.01 (Certificate for Shares) and Section 11.03 (Transfer of Shares) of Article XI of the Amended and Restated By-Laws of Washington Trust to allow for the issuance and transfer of uncertificated shares.  By being able to issue and transfer uncertificated shares, Washington Trust may now participate in the Direct Registration System, which is currently administered by The Depository Trust Company.  The Direct Registration System allows investors to have securities registered in their names without the issuance of physical certificates and allows investors to electronically transfer securities to broker-dealers in order to effect transactions without the risks and delays associated with transferring physical certificates.

A copy of the Amended and Restated By-Laws of Washington Trust is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 
(d)
Exhibits.
    
         
   
Exhibit No.
  
Exhibit
         
   
3.1
  
Amended and Restated By-laws of Washington Trust Bancorp, Inc. *
         
                                                         
   
*Filed herewith
    



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 thereunto duly authorized.



   
WASHINGTON TRUST BANCORP, INC.
 
Date: September 24, 2007
  
By:
/s/ David V. Devault                                             
     
David V. Devault
     
Executive Vice President, Secretary, Treasurer and Chief Financial Officer
       




EXHIBIT INDEX


Exhibit No.
  
Exhibit
     
3.1
  
Amended and Restated By-laws of Washington Trust Bancorp, Inc.*
                                                       
* Filed herewith