As filed with the Securities and Exchange Commission on March 1, 2005
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
F.N.B. CORPORATION
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(Exact name of registrant as specified in its charter)
Florida 25-1255406
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(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
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(Address of principal executive offices) (Zip code)
F.N.B. Corporation/NSD Bancorp, Inc. 1994 Stock Option Plan
F.N.B. Corporation/NSD Bancorp, Inc.
1994 Non-Employee Director Stock Option Plan
F.N.B. Corporation/NSD Bancorp, Inc. 2004 Omnibus Stock Incentive Plan
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(Full titles of the plans)
Stephen J. Gurgovits
President and Chief Executive Officer
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
(724) 981-6000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Frederick W. Dreher, Esq.
Duane Morris LLP
4200 One Liberty Place
Philadelphia, PA 19103
(215) 979-1234
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price offering registration
to be registered registered (1)(2) per share(3) price(3) fee(1)
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Common Stock, $0.01 par value 149,009 shares N/A $ 1,615,577.87 $191
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(1) Based on the number of shares of NSD Bancorp, Inc. common stock, par
value $1.00 per share, that were reserved for issuance pursuant to
outstanding stock options under the F.N.B. Corporation/NSD Bancorp,
Inc. 1994 Stock Option Plan, as amended (the "1994 Plan"), the F.N.B.
Corporation/NSD Bancorp, Inc. 1994 Non-Employee Director Stock Option
Plan, as amended (the "Directors Plan"), and the F.N.B.
Corporation/NSD Bancorp, Inc. 2004 Omnibus Stock Incentive Plan, as
amended (the "Directors Plan"), respectively. These options were
converted into the right to receive, for each option share, 1.8 shares
of the common stock, $0.01 par value ("Common Stock"), of F.N.B.
Corporation (the "Registrant") upon consummation of the merger
contemplated in the Agreement and Plan of Merger dated as of October
14, 2004 between the Registrant and NSD Bancorp, Inc.
(2) This registration statement shall also cover any additional shares of
Common Stock that become issuable under any of the plans being
registered pursuant to this registration statement by reason of any
stock dividend, stock split, recapitalization or any other similar
transaction effected without the receipt of consideration which
results in an increase in the number of outstanding shares of Common
Stock.
(3) Determined pursuant to Rule 457(h) under the Securities Act of 1933,
as amended, based on the exercise prices of the outstanding options.
There will be no further grants under the 1994 Plan, Directors Plan or
the 2004 Plan.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "SEC") by the Registrant (SEC File No. 001-31940) under
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference into this Registration Statement:
The Registrant's Annual Report on Form 10-K for the year ended December
31, 2003;
The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2004, June 30, 2004 and September 30, 2004; and
The Registrant's Current Reports on Form 8-K filed April 19, 2004, May
6, 2004, July 21, 2004, August 2, 2004, October 15, 2004, October 20, 2004,
January 11, 2005 and January 20, 2005; and
The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating such
description.
All reports or other documents filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, in each case filed by the Registrant prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, that also is or is deemed to be incorporated
herein by reference, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.
Item 4. Description of Securities.
No answer to this item is required because the class of securities to
which this Registration Statement relates is registered under Section 12 of the
Exchange Act.
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Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the shares of
Common Stock registered under this Registration Statement will be passed upon
for the Registrant by James G. Orie, Chief Legal Officer of the Registrant, who
owns 4,913 shares of Common Stock of the Registrant and options to purchase
46,757 shares of Common Stock of the Registrant.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporations Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding, other than an action by, or in the right
of, the corporation, by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made with respect to
any claim as to which such person is adjudged liable, unless a court of
competent jurisdiction determines upon application that such person is fairly
and reasonably entitled to indemnity. To the extent that any officer or director
is successful on the merits or otherwise in the defense of any of such
proceedings, the Florida Act provides that the corporation is required to
indemnify such officer or director against expenses actually and reasonably
incurred in connection therewith. However, the Florida Act further provides
that, in general, indemnification or advancement of expenses shall not be made
to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.
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The Registrant's articles of incorporation provide that the Registrant
shall indemnify its directors and officers to the fullest extent permitted by
law in connection with any actual or threatened action, suit or proceeding,
civil, criminal, administrative, investigative or other (whether brought by or
in the right of the Registrant or otherwise) arising out of the service to the
Registrant or to another organization at the Registrant's request, or because of
their positions with the Registrant. The Registrant's articles of incorporation
further provide that the Registrant may purchase and maintain insurance to
protect itself and any such director or officer against any liability, cost or
expense asserted against or incurred by him or her with respect to such service,
whether or not the Registrant would have the power to indemnify him or her
against such liability by law or under the provisions of this paragraph.
The Registrant's By-laws provide that to the fullest extent permitted
by law, no director of the Registrant shall be personally liable for monetary
damages for any action taken or any failure to take any action.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
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5.1 Opinion of James G. Orie, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of James G. Orie, Esquire (included in Exhibit 5.1)
23.3 Acknowledgement of Ernst & Young LLP dated February 22, 2005
to the Board of Directors of F.N.B. Corporation
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(b) that for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement
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relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
The undersigned Registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hermitage, Commonwealth of Pennsylvania, on February
25, 2005.
F.N.B. CORPORATION
By: /s/ Stephen J. Gurgovits
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Stephen J. Gurgovits
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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Chairman of the Board February , 2005
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Peter Mortensen
/s/ Stephen J. Gurgovits President, Chief Executive February 25, 2005
------------------------- Officer and Director
Stephen J. Gurgovits (principal executive officer)
/s/ Brian F. Lilly Chief Financial Officer February 25, 2005
------------------------- (principal financial officer)
Brian F. Lilly
/s/ Tito L. Lima Corporate Controller February 25, 2005
------------------------- (principal accounting officer)
Tito L. Lima
/s/ William B. Campbell Director February 25, 2005
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William B. Campbell
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/s/ Henry M. Ekker Director February 25, 2005
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Henry M. Ekker
Director February , 2005
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Robert B. Goldstein
/s/ Harry F. Radcliffe Director February 25, 2005
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Harry F. Radcliffe
Director February , 2005
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John W. Rose
William J. Strimbu Director February 25, 2005
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William J. Strimbu
Earl K. Wahl, Jr. Director February 25, 2005
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Earl K. Wahl, Jr.
Director February 25, 2005
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Archie O. Wallace
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1 Opinion of James G. Orie, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of James G. Orie, Esquire (included in Exhibit 5.1)
23.3 Acknowledgement of Ernst & Young LLP dated February 22, 2005 to
the Board of Directors of F.N.B. Corporation