UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) – July 1018, 2018

Farmers Capital Bank Corporation

(Exact name of registrant as specified in its charter)

Kentucky

0-14412

61-1017851

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

P.O. Box 309

202 West Main St.

Frankfort, KY

40601

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (502) 227-1668

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 (see General Instruction A.2. below):

☐☒ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in ~~as defined in~~ Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ~~Emerging growth company. ☐~~

Emerging growth company. ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

AsOn ~~previously announced~~July 18, ~~Wesbanco~~2018, ~~Inc. (“WesBanco”) and~~ Farmers Capital Bank Corporation (“Farmers Capital”) ~~entered into a definitive Agreement~~ and ~~Plan~~Wesbanco, ofInc. ~~Merger~~ (~~the~~ “~~Merger Agreement~~WesBanco”), ~~dated~~agreed aswith plaintiff ofto ~~April 19,~~settle ~~2018, providing for, among other things,~~ the ~~merger~~putative ofclass ~~Farmers~~action ~~Capital~~pending ~~with~~in ~~and into WesBanco with WesBanco surviving (~~the ~~“Proposed Merger”).~~Franklin ~~The~~Circuit ~~Merger~~Court ~~Agreement~~of ~~also provides that, immediately following~~ the ~~completion~~Commonwealth of ~~the~~Kentucky ~~Proposed Merger, United Bank~~captioned &Parshall ~~Capital~~v. ~~Trust Company, a Kentucky state-chartered commercial bank and a wholly-owned subsidiary of~~ Farmers Capital ~~(“United~~ Bank~~”),~~ ~~will~~Corporation (Case ~~merge with and into Wesbanco Bank, Inc~~No., ~~a West Virginia banking corporation and a wholly~~18-~~owned~~CI-00699) ~~subsidiary of WesBanco~~ (~~“WesBanco~~the ~~Bank~~“Action”)~~, with WesBanco Bank continuing as the surviving bank~~.

OnThe ~~July 10,~~Action ~~2018~~relates anto ~~alleged~~the ~~class~~disclosures ~~action~~made ~~complaint was filed~~ by ~~a purported stockholder of~~ Farmers Capital inand ~~the~~Wesbanco ~~Franklin Circuit~~with ~~Court~~respect ofto the ~~Commonwealth~~transactions ofcontemplated ~~Kentucky~~(the ~~captioned Parshall~~“Proposed v.Merger”) ~~Farmers~~by ~~Capital~~the ~~Bank~~Agreement ~~Corporation (Case~~and ~~No.~~Plan ~~18-CI-00699)~~of ~~against Farmers Capital~~Merger, ~~United~~dated ~~Bank,~~as ~~the individual members~~ of ~~the~~April 19, ~~board~~2018, ofby ~~directors~~and ofamong Farmers Capital, ~~(“Defendant Directors”)~~Wesbanco, ~~WesBanco~~United Bank & Capital Trust Company and ~~WesBanco~~Wesbanco Bank, Inc. (the “~~Complaint~~Merger Agreement”). ~~Among~~Pursuant ~~other~~to ~~things,~~ the ~~Complaint~~agreement, ~~alleges that the Definitive Proxy Statement filed by~~ Farmers Capital ~~with the Securities~~ and ~~Exchange~~Wesbanco ~~Commission~~are ~~(“SEC”)~~making onavailable ~~June 15,~~additional ~~2018~~information ~~failed~~ to ~~disclose~~Farmers ~~allegedly~~Capital ~~material~~shareholders. ~~information,~~The ~~including~~additional information ~~relating~~is tocontained ~~Farmers~~in ~~Capital’s financial projections~~the ~~and~~supplement (the ~~valuation~~“Supplement”) ~~analyses~~to ~~performed~~the byProxy ~~Farmers~~Statement/Prospectus ~~Capital’s~~of ~~financial~~Farmers ~~advisor~~Captial inand ~~connection~~Wesbanco, ~~with~~dated ~~the Proposed Merger~~June 15, ~~and~~2018 ~~that~~ (the ~~Director~~“Proxy ~~Defendants~~Statement”) ~~breached~~attached ~~various~~as ofExhibit ~~their~~99.1 ~~fiduciary~~to ~~duties~~this toReport. ~~Farmers~~The ~~Capital’s~~Supplement ~~shareholders~~should ~~and~~be ~~that~~read in ~~Farmers~~conjunction ~~Capital,~~with ~~United~~the ~~Bank,~~Proxy ~~WesBanco~~Statement and ~~WesBanco~~the ~~Bank~~documents ~~aided~~incorporated ~~and~~by ~~abetted~~reference ~~those alleged breaches~~therein.

~~The~~Farmers ~~Complaint~~Capital, ~~generally~~Wesbanco, ~~seeks~~and ~~an injunction barring~~ the other defendants ~~from~~deny ~~consummating~~ the ~~Proposed~~allegations ~~Merger.~~made ~~Alternatively,~~by ~~the~~plaintiff ~~Complaint~~in ~~seeks~~the ~~rescission~~Action ofand believe the ~~Merger~~disclosures orin ~~rescissory~~the ~~damages.~~Proxy ~~The~~Statement ~~Complaint~~are ~~also~~adequate ~~requests~~under anthe ~~accounting~~law. ~~for~~Nevertheless, ~~all~~Farmers ~~damages~~Capital, ~~suffered~~Wesbanco, asand athe ~~result~~other ofdefendants ~~the~~have ~~alleged claims~~agreed ~~asserted~~to insettle the ~~Complaint~~Action ~~and~~in order anto ~~award~~avoid of the costs, ~~incurred in prosecuting the case~~disruption, ~~including attorneys’~~ and ~~experts’~~distraction ~~fees~~of ~~and~~further ~~costs~~litigation.

~~WesBanco~~Item ~~and~~9.01 ~~Farmers~~Financial ~~Capital~~Statements ~~believe the allegations in the Complaint are without merit~~ and ~~intend to defend vigorously against those allegations.~~ Exhibits

~~Information~~(d) ~~About~~Exhibits. ~~the Merger and Where to Find It~~

InThe ~~connection~~following ~~with~~exhibit ~~the~~is ~~Proposed Merger, Farmers Capital~~ filed ~~with the SEC a Definitive Proxy Statement,~~ as ~~well~~part as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF FARMERS CAPITAL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS REGARDING THE MERGER AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. The Proxy Statement dated June 15, 2018 was mailed to shareholders of ~~Farmers~~this Capital on or around June 18, 2018. The Farmers Capital shareholder meeting is scheduled for July 23, 2018. In addition, the Proxy Statement, and other related documents filed by Farmers Capital with the SEC, may be obtained for free at the SEC’s website at httpReport:~~//www.sec.gov, on~~ ~~the NASDAQ website at http://www.nasdaq.com and from Farmers Capital’s website at http://www.farmerscapital.com.~~

~~Participants~~99.1 inSupplement ~~the Solicitation~~dated July 18, 2018 to Proxy Statement/Prospectus dated June 15, 2018.

~~WesBanco~~Information ~~and~~About ~~Farmers Capital and their respective executive officers and directors may be deemed to be participants in~~ the ~~solicitation of proxies from the shareholders of Farmers Capital in connection with the Proposed~~ Merger. ~~Information about the directors~~ and ~~executive~~Where ~~officers~~to ofFind ~~WesBanco~~It is set forth in the proxy statement for WesBanco’s 2018 annual meeting of shareholders, as filed with the SEC on March 13, 2018. Information about the directors and executive officers of Farmers Capital is set forth in the proxy statement for Farmers Capital’s 2018 annual meeting of shareholders, as filed with the SEC on April 2, 2018. Information about any other persons who may,

~~under~~Farmers Capital, Wesbanco and the ~~rules~~other ofdefendants deny the ~~SEC,~~allegations bemade ~~considered~~by ~~participants~~plaintiff in the ~~solicitation~~Action ofand believe the disclosures in the Proxy Statement are adequate under the law. Nevertheless, Farmers Capital ~~shareholders~~Wesbanco, and the other defendants have agreed to settle the Action in order to avoid the costs, disruption, and distraction of further litigation. In connection with the Proposed ~~proposed~~Merger, ~~merger~~Farmers isCapital ~~included~~filed inwith the SEC a Definitive Proxy Statement~~/Prospectus~~, as well as other relevant documents concerning the proposed transaction. SHAREHOLDERS OF FARMERS CAPITAL AND OTHER INTERESTED PARTIES ARE URGED TO READ THE ~~You~~REGISTRATION ~~can~~STATEMENT ~~obtain~~AND ~~free~~THE ~~copies~~PROXY ofSTATEMENT/PROSPECTUS ~~these~~REGARDING ~~documents~~THE ~~from~~MERGER ~~the~~AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, orAS ~~Farmers~~WELL ~~Capital~~AS ~~using~~ANY ~~the~~AMENDMENTS ~~website~~OR ~~information~~SUPPLEMENTS ~~above~~TO THOSE DOCUMENTS, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. ~~This~~The Proxy ~~communication~~Statement ~~does~~dated ~~not~~June 15, ~~constitute~~2018 anwas ~~offer~~mailed to ~~sell~~shareholders of Farmers Capital on or ~~the~~around ~~solicitation~~June 18, of2018. anThe ~~offer~~Farmers toCapital ~~buy~~shareholder ~~any~~meeting ~~securities~~is scheduled for July 23, ~~nor~~2018. ~~shall~~In ~~there~~addition, bethe ~~any sale~~Proxy ofStatement, ~~securities~~and inother ~~any~~related documents ~~jurisdiction~~filed inby ~~which~~Farmers ~~such~~Capital ~~offer,~~with ~~solicitation~~the SEC, ormay ~~sale~~be ~~would~~obtained befor ~~unlawful~~free ~~prior~~at tothe ~~registration~~SEC’s orwebsite ~~qualification~~at ~~under~~http://www.sec.gov, on the ~~securities~~NASDAQ ~~laws~~website ofat ~~any~~http://www.nasdaq.com ~~such~~and ~~jurisdiction~~from Farmers Capital’s website at http://www.farmerscapital.com.

~~FARMERS~~Participants ~~CAPITAL~~in ~~SHAREHOLDERS~~the ~~ARE~~Solicitation ~~URGED TO READ THE PROXY STATEMENT/PROSPECTUS CAREFULLY BEFORE MAKING ANY VOTING OR INVESTMENT DECISIONS WITH RESPECT TO THE PROPOSED MERGER.~~

~~SIGNATURE~~WesBanco and Farmers Capital and their respective executive officers and directors may be deemed to be participants in the solicitation of proxies from the shareholders of Farmers Capital in connection with the Proposed Merger. Information about the directors and executive officers of WesBanco is set forth in the proxy statement for WesBanco’s 2018 annual meeting of shareholders, as filed with the SEC on March 13, 2018. Information about the directors and executive officers of Farmers Capital is set forth in the proxy statement for Farmers Capital’s 2018 annual meeting of shareholders, as filed with the SEC on April 2, 2018. Information about any other persons who may, under the rules of the SEC, be considered participants in the solicitation of Farmers Capital shareholders in connection with the proposed merger is included in the Proxy Statement/Prospectus. You can obtain free copies of these documents from the SEC or Farmers Capital using the website information above. This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

~~Pursuant~~FARMERS toCAPITAL ~~the~~SHAREHOLDERS ~~requirements~~ARE ofURGED ~~the~~TO ~~Securities~~READ ~~Exchange~~THE ~~Act~~PROXY ofSTATEMENT/PROSPECTUS ~~1934,~~CAREFULLY ~~the~~BEFORE MAKING ~~registrant~~ANY ~~has~~VOTING ~~duly~~OR ~~caused~~INVESTMENT ~~this~~DECISIONS ~~report~~WITH toRESPECT beTO ~~signed~~THE onPROPOSED ~~its behalf by the undersigned hereunto duly authorized~~MERGER.

				Farmers Capital Bank Corporation
7-12-18				/s/ Mark A. Hampton
Date				Mark A. Hampton
				Executive Vice President, Secretary and Chief Financial Officer

SIGNATURE

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.

Farmers Capital Bank Corporation

/s/ Mark A. Hampton

Mark A. Hampton

Executive Vice President, Secretary and Chief Financial Officer

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