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) ~~July~~October 1917, 2012

Fidelity Bancorp, Inc.

(Exact name of registrant as specified in its charter)

Pennsylvania	0-22288	25-1705405
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1009 Perry Highway, Pittsburgh, Pennsylvania	15237
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:

(412) 367-3300

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)).

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)).

FIDELITY BANCORP, INC.

INFORMATION TO BE INCLUDED IN THE REPORT

Item 38.01~~. Material~~ ~~Modification~~Other ~~to Rights of Security Holders~~Events

On ~~July~~October 1917, 2012, ~~Fidelity Bancorp, Inc. (~~the ~~“Company”)~~Registrant ~~amended~~announced ~~its Shareholder Rights Plan to provide~~ that ~~neither~~its ~~WesBanco,~~Board ~~Inc. (“WesBanco”) nor any~~ of ~~its~~Directors ~~Subsidiaries,~~had ~~Affiliates~~declared ~~or Associates, shall be or become an Acquiring Person as~~ a ~~result~~cash dividend of ~~the~~$0.02 ~~approval,~~per ~~execution,~~share ~~delivery~~payable orNovember ~~performance~~29, or2012 ~~public~~to ~~announcement~~stockholders ~~thereof,~~ of ~~the~~record ~~Agreement~~as ~~and Plan~~ of ~~Merger among WesBanco, WesBanco Bank, Inc.,~~ the ~~Company~~close ~~and~~of ~~Fidelity~~business ~~Savings~~on ~~Bank,~~November ~~dated as of July 19~~15, 2012. ~~(the~~For ~~“Merger~~further ~~Agreement”)~~information, ~~any~~reference oris ~~all~~made ofto the ~~Voting~~Registrant’s ~~Agreements~~press ~~(as~~release, ~~defined~~dated inOctober ~~the Merger Agreement)~~17, or2012 ~~the~~which ~~consummation of any of the transactions contemplated thereby. The text of the amendment~~ is ~~filed~~furnished with this ~~report~~Form 8-K as Exhibit 499.1.

Item 9.01. Financial Statements and Exhibits

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

~~4.1 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. Description

99.1 Press Release, dated October 17, 2012

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~registrant~~Registrant has duly caused this ~~report~~Report to be signed on its behalf by the undersigned, ~~hereunto~~thereunto duly authorized.

	FIDELITY BANCORP, INC.
Date: July 19, 2012	By:	/s/ Richard G. Spencer
Date: October 17, 2012	By:	/s/ Richard G. Spencer
		Richard G. Spencer President and Chief Executive Officer

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