As filed with the Securities and Exchange Commission on November 9, 2006
Registration No.333-116683
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 to
FORM S-3/A
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 No.)
138 Putnam Street, P.O. Box 738, Marietta, Ohio 45750-0738
(740) 373-3155
(Address, including zip code, and telephone number,
including area code, of Registrant's principal executive offices)
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Copy to:
Charles R. Hunsaker, Esq. Elizabeth Turrell Farrar, Esq.
Peoples Bancorp Inc. Vorys, Sater, Seymour and Pease LLP
138 Putnam Street, P.O. Box 738 52 East Gay Street
Marietta, Ohio 45750-0738 Columbus, Ohio 43215
(740) 374-6109 (614) 464-5607
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Under the terms
of the registration rights agreement, dated as of April 30, 2004, with the
persons who were shareholders of Putnam Agency, Inc., the obligation of Peoples
Bancorp Inc. to keep this Registration Statement effective terminated on April
30, 2006. Under the terms of the registration rights agreement, dated as of May
28, 2004, with the persons who were shareholders of Barengo Insurance Agency,
Inc., the obligation of Peoples Bancorp Inc. to keep this Registration Statement
effective terminated on May 28, 2006. Peoples Bancorp Inc. is hereby amending
this Registration Statement in order to remove from registration 303,459 of the
common shares, without par value, which had been registered for sale by the
selling shareholders identified in the Registration Statement.
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. [ ]_________
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. [ ]_________
If this Form is a registration statement pursuant to General Instruction I.D. or
a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. [ ]_________
If this Form is a post-effective amendment to a registration statement filed
pursuant to General Instruction I.D. filed to register additional securities or
additional classes of securities pursuant to Rule 413(b) under the Securities
Act, check the following box. [ ]_________
This Post-Effective Amendment No. 1 to Form S-3 Registration Statement
(Registration No. 333-116683) shall hereafter become effective in accordance
with the provisions of Section 8(c) of the Securities Act of 1933.
REMOVAL OF SECURITIES FROM REGISTRATION
In accordance with the undertaking of Peoples Bancorp Inc. set forth in
the Registration Statement on Form S-3 (Registration No. 333-116683), declared
effective on July 2, 2004 (the "Registration Statement"), Peoples Bancorp Inc.
is filing this Post-Effective Amendment No. 1 to remove from registration an
aggregate of 303,459 common shares, without par value ("Common Shares"),
previously registered under the Securities Act of 1933 pursuant to the
Registration Statement, for sale by the selling shareholders named in the
Registration Statement and the forms of prospectus filed by Peoples Bancorp Inc.
with the Securities and Exchange Commission in connection with this Registration
Statement (the "Selling Shareholders").
Pursuant to the Registration Statement, 306,582 Common Shares were
registered. These Common Shares were registered for sale by the Selling
Shareholders as contemplated by the terms of: (a) the Registration Rights
Agreement, dated as of April 30, 2004, with the persons who were shareholders of
Putnam Agency, Inc. (the "Putnam Agreement"); and (b) the Registration Rights
Agreement, dated as of May 28, 2004, with the persons who were shareholders of
Barengo Insurance Agency, Inc. (the "Barengo Agreement"). Under the terms of the
Putnam Agreement, the obligation of Peoples Bancorp Inc. to keep this
Registration Statement effective in respect of the Common Shares subject to the
Putnam Agreement terminated on April 30, 2006. Under the terms of the Barengo
Agreement, the obligation of Peoples Bancorp Inc. to keep this Registration
Statement effective in respect of the Common Shares subject to the Barengo
Agreement terminated on May 28, 2006. An aggregate of 3,123 Common Shares have
been sold by the Selling Shareholders pursuant to the Registration Statement. In
accordance with the undertaking mentioned above, Peoples Bancorp Inc. hereby
removes from registration the remaining 303,459 Common Shares previously
registered pursuant to the Registration Statement.
[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-3 and has duly caused this
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-116683
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Marietta, State of Ohio, on November 9, 2006.
PEOPLES BANCORP INC.
/s/ By: 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
Post-Effective Amendment No. 1 to Form S-3 Registration Statement No. 333-116683
has been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
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/s/ Mark F. Bradley President, Chief Executive Officer and November 9, 2006
------------------------------------ Director (Principal Executive Officer)
Mark F. Bradley
/s/ Joseph H. Wesel* Chairman of the Board and Director November 9, 2006
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Joseph H. Wesel
/s/ Paul T. Theisen* Vice Chairman of the Board and Director November 9, 2006
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Paul T. Theisen
/s/ George W. Broughton* Director November 9, 2006
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George W. Broughton
/s/ Frank L. Christy* Director November 9, 2006
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Frank L. Christy
/s/ Wilford D. Dimit* Director November 9, 2006
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Wilford D. Dimit
/s/ Thomas J. Wolf* Director November 9, 2006
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Thomas J. Wolf
/s/ Donald J. Landers, Jr. Chief Financial Officer and Treasurer November 9, 2006
------------------------------------ (Principal Financial Officer and
Donald J. Landers, Jr. Principal Accounting Officer)
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* By Mark F. Bradley pursuant to Powers of Attorney executed by the directors
listed above, which Powers of Attorney were previously filed on June 21, 2004,
with the Securities and Exchange Commission in Exhibit 24.1 to the Registration
Statement on Form S-3 (Registration No. 333-116683).
/s/ MARK F. BRADLEY
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Mark F. Bradley
Attorney-in-Fact