form8-k20090609.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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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)
June 5,
2009
WASHINGTON
TRUST BANCORP, INC.
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(Exact
Name of Registrant as Specified in Charter)
Rhode
Island
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0-13091
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05-0404671
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(State
or Other Jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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23
Broad Street, Westerly, Rhode Island 02891
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(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (401) 348-1200
Former
name or address, if changed from last report: N/A
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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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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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
7.01 Regulation FD Disclosure
On
June 5, 2009, John C. Warren, Chairman and Chief Executive Officer and a
director of Washington Trust Bancorp, Inc. established a stock-trading plan in
accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as
amended. Rule 10b5-1 plans permit directors or officers who are not
in possession of material, non-public information to establish pre-arranged
plans to buy or sell company stock. Mr. Warren’s plan provides for
the sale of up to 25,609 shares of common stock and expires on May 11,
2010. Under the terms of the plan, the shares will be sold on the
open market at prevailing market prices, subject to minimum price
thresholds. The plan was adopted during an authorized trading period
at a time when Mr. Warren was not in possession of material, non-public
information.
On
October 23, 2008, James M. Vesey, Executive Vice President and Chief Credit
Officer of The Washington Trust Company, a wholly owned subsidiary of Washington
Trust Bancorp, Inc., established a stock-trading plan in accordance with Rule
10b5-1 of the Securities Exchange Act of 1934, as amended, which was reported on
a Current Report on Form 8-K filed with the Securities and Exchange Commission
on October 24, 2008. On June 9, 2009, Mr. Vesey amended the Plan to
adjust the minimum price threshold at which shares of Common Stock will be sold
on the open market. All other terms of the Plan remain in full force
and effect. The amended Plan will become effective on June 24,
2009. The Plan was amended during an authorized trading period at a
time when Mr. Vesey was not in possession of material, non-public
information.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
report to be signed on its behalf by the undersigned thereunto duly
authorized.
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WASHINGTON
TRUST BANCORP, INC.
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Date:
June 9,
2009
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By:
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/s/ David V.
Devault
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David
V. Devault
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Executive
Vice President, Chief Financial Officer and Secretary
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