UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): December 29, 2005
-----------------
PEOPLES BANCORP INC.
-----------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 0-16772 31-0987416
---------------------------- ----------------- ------------------------
(State or other jurisdiction (Commission File (I.R.S. Employer
of incorporation) Number) Identification Number)
138 Putnam Street, PO Box 738
Marietta, Ohio 45750
--------------------------------------------------- ----------------
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (740) 373-3155
---------------------
Not applicable
------------------------------------------------------------------------
(Former name or former address, if changed since last report)
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 1.01 Entry into a Material Definitive Agreement
On December 29, 2005, the Compensation Committee of the Board of Directors of
Peoples Bancorp Inc. ("Peoples") approved the acceleration of the vesting
schedule with regard to all unvested stock options previously granted to
employees of Peoples and its subsidiaries, including executive officers of
Peoples, and subsidiary directors pursuant to Peoples' various stock option
plans. Except for the acceleration of vesting, these options will continue to be
governed by their original terms and conditions. As a result of the vesting
acceleration, options to purchase an aggregate of 161,514 common shares of
Peoples became exercisable as of December 29, 2005. Vesting of these options was
to occur over the next six years, with the majority previously scheduled to vest
in 2006. No unvested options held by the directors of Peoples were accelerated,
and such options will vest based on their original vesting schedule in
accordance with the applicable stock option plan. Included in the options for
which the vesting was accelerated were options held by the following executive
officers of Peoples:
Aggregate Number
of Options
Officer Accelerated
------- -----------
David B. Baker (a) 6,711
Mark F. Bradley 7,526
John W. Conlon 8,227
Larry E. Holdren 8,206
Carol A. Schneeberger 8,017
David T. Wesel (a) 2,425
Joseph S. Yazombek 8,847
(a) As previously reported, effective January 1, 2006, David B. Baker
no longer serves as an executive officer of Peoples and David T. Wesel
became an executive officer of Peoples.
Since Peoples currently accounts for its stock options in accordance with
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees", Peoples will record a one-time, non-cash compensation expense of
approximately $122,000, or less than a penny per diluted share after-tax, in the
fourth quarter of 2005 due to the acceleration of these stock options. On
January 1, 2006, Peoples will adopt Statement of Financial Accounting Standards
No. 123, "Share-Based Payment" ("SFAS 123(R)") and will begin recording the cost
of stock options in the consolidated financial statements based on their fair
value. While the impact of adopting Statement 123(R) on Peoples' financial
statements will depend on the method of adoption, the level of stock-based
compensation awards and the valuation method selected by management, the
acceleration of these unvested options is expected to reduce the amount of
compensation expense that otherwise would have been recorded by Peoples in
future periods under SFAS 123(R).
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 hereunto duly authorized.
PEOPLES BANCORP INC.
Date: January 3, 2006 By:/s/ MARK F. BRADLEY
-------------------------------------
Mark F. Bradley
President and Chief Executive Officer