Fidelity Bancorp, Inc. - Recent Material Event

Item 3.01.  Material Modification to Rights of Security Holders

On July 19, 2012, Fidelity Bancorp, Inc. (the “Company”) amended its Shareholder Rights Plan to provide that neither WesBanco, Inc. (“WesBanco”) nor any of its Subsidiaries, Affiliates or Associates, shall be or become an Acquiring Person as a result of the approval, execution, delivery or performance, or public announcement thereof, of the Agreement and Plan of Merger among WesBanco, WesBanco Bank, Inc., the Company and Fidelity Savings Bank, dated as of July 19, 2012 (the “Merger Agreement”), any or all of the Voting Agreements (as defined in the Merger Agreement), or the consummation of any of the transactions contemplated thereby.  The text of the amendment is filed with this report as Exhibit 4.1.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits:  The following exhibits are filed with this report:

Amendment No. 2, dated July 19, 2012, to Rights Agreement, dated as of March 31, 2003, and amended by Amendment No. 1 to Rights Agreement, dated as of March 16, 2005, between Fidelity Bancorp, Inc. and Registrar and Transfer Company, as Rights Agent.



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.

Date:   July 19, 2012
/s/ Richard G. Spencer
Richard G. Spencer
President and Chief Executive Officer