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): January 22,
2009
 PEOPLES
BANCORP INC.
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(Exact
name of Registrant as specified in its
charter)
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Ohio
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0-16772
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31-0987416
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(State
or other jurisdiction
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(Commission
File
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(I.R.S.
Employer
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of
incorporation)
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Number)
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Identification
No.)
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138
Putnam Street, PO Box 738
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Marietta,
Ohio
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45750
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(Address
of principal executive office)
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(Zip
Code)
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Registrant's
telephone number, including area code:
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(740)
373-3155
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Not
applicable
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(Former
name or former address, if changed since last
report)
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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:
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[ ] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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[ ] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[ ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.03
— Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 22, 2009, the shareholders of Peoples Bancorp Inc. (“Peoples”) adopted
an amendment to Article FOURTH of Peoples’ Amended Articles of Incorporation to
authorize Peoples to issue up to 50,000 preferred shares. The
preferred shares may be issued by Peoples’ Board of Directors in one or more
series, from time to time, with each such series to consist of such number of
shares and to have such voting powers, designations, preferences, rights,
qualifications, limitations and restrictions as determined by the Board of
Directors. On January 22, 2009, Peoples filed with the Secretary of
State of the State of Ohio a Certificate of Amendment by Shareholders or Members
(the “Certificate of Amendment”) evidencing the amendment to Article FOURTH
of Peoples’ Amended Articles of Incorporation adopted by Peoples’ shareholders.
The Certificate of Amendment was effective upon filing. A copy of the
Certificate of Amendment is included as Exhibit 3.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Item 7.01 Regulation FD
Disclosure.
On
January 23, 2009, Peoples issued a news release announcing the adoption of an
amendment to Peoples’ Amended Articles of Incorporation by its shareholders at a
Special Meeting of Shareholders. The news release also announced the
date of the 2009 Annual Meeting of Shareholders and nomination of four directors
for re-election at the 2009 Annual Meeting of Shareholders. A copy of
the news release is included as Exhibit 99 to this Current Report on Form
8-K.
Item 9.01 -- Financial
Statements and Exhibits
a)
– c)
Not
applicable
d) Exhibits
See
Index to Exhibits on Page 3
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.
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PEOPLES
BANCORP INC.
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Date: January
23, 2009
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By:
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/s/ EDWARD G. SLOANE | |
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Edward
G. Sloane
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Chief
Financial Officer and Treasurer
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2
EXHIBIT
INDEX
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Exhibit
Number
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Description
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3.1
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Certificate
of Amendment to the Amended Articles of Incorporation of Peoples Bancorp
Inc. (as filed with the Ohio Secretary of State on January 22,
2009)
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99
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News
Release issued January 23, 2009
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3