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 30, 2005
United Bankshares, Inc.
(Exact name of registrant as specified in its charter)
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| West Virginia |
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No. 0-13322 |
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55-0641179 |
| (State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| incorporation or organization)
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Identification No.) |
300 United Center
500 Virginia Street, East
Charleston, West Virginia 25301
(Address of Principal Executive Offices)
(304) 424-8800
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or 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:
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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)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement
Acceleration of Stock Options
On December 30, 2005, the Executive Committee (the “Committee”) of the Board of Directors of
United Bankshares, Inc. (“United”) approved the accelerated vesting of all unvested stock options
(the “Options”) granted prior to December 30, 2005 to United employees, including executive
officers, under the 2001 Stock Option Plan (the “Plan”).
United believes the decision to accelerate the vesting of the Options is in the best interests
of shareholders as it will reduce United’s reported compensation expense in future periods. Based
on changes to the accounting rules relating to the expensing of stock options that became effective
on January 1, 2006, United estimates that accelerating the vesting of the Options, will eliminate
pre-tax compensation expenses of approximately $1.85 million, $984 thousand and $456 thousand,
which otherwise would have been recognized in United’s consolidated statements of income for the
years ending December 31, 2006, 2007 and 2008, respectively. United will recognize a pre-tax
expense of approximately $21 thousand in the fourth quarter of 2005 related to the accelerated
vesting of the Options.
The number of shares and exercise prices and other relevant terms of the Options subject to
the acceleration will remain unchanged. As a result of the vesting acceleration, Options to
purchase 547,626 shares of United common stock became exercisable immediately, including 173,250
shares held by executive officers. The grant prices range from $30.20 to $37.19. Based on the
opening price for United stock on December 30, 2005 of $35.55, approximately 86% of the Options are
“out-of-the-money”, that is, the Option’s exercise price is greater than the market value of
United’s stock.
In order to prevent unintended personal benefits to executive officers, the Committee imposed
restrictions on any shares received through the exercise of the Options held by executive officers.
These restrictions will prevent the sale, transfer, pledging or otherwise disposing of any shares
received from the exercise of the Options prior to the earlier of the original vesting date of the
Options under the Plan or termination of the individual executive officer employment.
The following Options held by United’s named executive officers who had been reported in the
2005 proxy statement and those who are expected to be named executive officers in the 2006 proxy
statement were so accelerated: options to purchase 52,500 shares held by Richard M. Adams; options
to purchase 26,250 shares held by Steven E. Wilson; options to purchase 17,500 shares held by James
B Hayhurst, Jr.; options to purchase 17,500 shares held by Kendal E. Carson; and options to
purchase 17,500 shares held by James J. Consagra, Jr.
Data Processing Services Agreement
As previously reported in a Current Report on Form 8-K filed on November 23, 2005, United
entered into a data processing services agreement (the “Agreement”) with Fiserv Solutions, Inc.
(“Fiserv”) on November 17, 2005.