As filed with the Securities and Exchange Commission on April 23, 2003
Registration No. 33-54003
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
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 Number)
138 Putnam Street, Marietta, Ohio 45750
(740) 373-3155
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(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
Charles R. Hunsaker, Esq., General Counsel
Peoples Bancorp Inc.
138 Putnam Street
Marietta, Ohio 45750
(740) 374-6109
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(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Elizabeth Turrell Farrar, Esq.
Vorys, Sater, Seymour and Pease LLP
52 East Gay Street
Columbus, Ohio 43215
(614) 464-5607
Approximate date of commencement of proposed sale to the public: From
time to time after this Post-Effective Amendment No. 1 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. [X]
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 delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Pursuant to the Registration Statement on Form S-3 (Registration No.
33-54003) (the "Registration Statement") filed with the Securities and Exchange
Commission (the "SEC") on June 7, 1994, Peoples Bancorp Inc. (the "Registrant")
registered 500,000 common shares, without par value, of the Registrant for
issuance to participants in the Peoples Bancorp Inc. Dividend Reinvestment Plan
(the "DRIP"). Pursuant to Rule 416(b) under the Securities Act of 1933, the
Registration Statement is deemed to cover any additional common shares resulting
from a stock split or stock dividend occurring after June 7, 1994 and prior to
the completion of the distribution of the common shares covered by the
Registration Statement, unless the Registration Statement expressly provides
otherwise. The Registrant has determined that the Registration Statement shall
cover only the 500,000 common shares originally registered and shall not cover
any additional common shares resulting from any stock split or stock dividend
occurring after June 7, 1994 and prior to the completion of the offering of
common shares of the Registrant covered by the Registration Statement pursuant
to the DRIP.
[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 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Ohio, on April 22, 2003.
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
Post-Effective Amendment No. 1 to Form S-3 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 April 22, 2003
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Robert E. Evans Officer and Director (Principal
Executive Officer)
/s/ MARK F. BRADLEY Executive Vice President, Chief April 22, 2003
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Mark F. Bradley Integration Officer and Director
* George W. Broughton Director April 22, 2003
----------------------
George W. Broughton
* Wilford D. Dimit Director April 22, 2003
----------------------
Wilford D. Dimit
* Paul T. Theisen Director April 22, 2003
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Paul T. Theisen
* Thomas C. Vadakin Director April 22, 2003
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Thomas C. Vadakin
* Joseph H. Wesel Chairman of the Board and Director April 22, 2003
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Joseph H. Wesel
* John W. Conlon Chief Financial Officer and Treasurer April 22, 2003
---------------------- (Principal Accounting Officer)
John W. Conlon
/s/ GARY L. KRIECHBAUM Controller April 22, 2003
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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 have been 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