-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, N79rYorJ0aUvNz25HeI0MMatZe/wKyFOrCsoA+qNq37jKjJ5B38DSMJhaP5Cc88c X+bMlm+ugB0WDSPzImfn7w== 0000950152-05-001657.txt : 20050301 0000950152-05-001657.hdr.sgml : 20050301 20050301164136 ACCESSION NUMBER: 0000950152-05-001657 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20050301 DATE AS OF CHANGE: 20050301 EFFECTIVENESS DATE: 20050301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/FL/ CENTRAL INDEX KEY: 0000037808 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 251255406 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-123068 FILM NUMBER: 05650794 BUSINESS ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 BUSINESS PHONE: 724-981-6000 MAIL ADDRESS: STREET 1: F.N.B. CORPORATION STREET 2: ONE F.N.B. BOULEVARD CITY: HERMITAGE STATE: PA ZIP: 16148 FORMER COMPANY: FORMER CONFORMED NAME: FNB CORP/PA DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CITIZENS BUDGET CO DATE OF NAME CHANGE: 19750909 S-8 1 j1248901sv8.txt F.N.B. CORPORATION S-8 As filed with the Securities and Exchange Commission on March 1, 2005 Registration No. 333- -------------- 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 ------------------------------------------------------------------ (Exact name of registrant as specified in its charter) Florida 25-1255406 - ------------------------------- ----------------- (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) One F.N.B. Boulevard Hermitage, Pennsylvania 16148 ------------------------------- ---------- (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 - -------------------------------------------------------------------------------- (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 ------------------------------------------------------------------------------- (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
- ------------------------------------------------------------------------------------------------------------------- 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) - ------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value 149,009 shares N/A $ 1,615,577.87 $191 - -------------------------------------------------------------------------------------------------------------------
(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. II-1 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. II-2 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 - ----------- ---------------------- 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 II-3 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. II-4 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 ------------------------------------ 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 --------- ----- ---- Chairman of the Board February , 2005 - ------------------------- 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 - ------------------------- William B. Campbell II-5 /s/ Henry M. Ekker Director February 25, 2005 - ------------------------- Henry M. Ekker Director February , 2005 - ------------------------- Robert B. Goldstein /s/ Harry F. Radcliffe Director February 25, 2005 - ------------------------- Harry F. Radcliffe Director February , 2005 - ------------------------- John W. Rose William J. Strimbu Director February 25, 2005 - ------------------------- William J. Strimbu Earl K. Wahl, Jr. Director February 25, 2005 - ------------------------- Earl K. Wahl, Jr. Director February 25, 2005 - ------------------------- Archie O. Wallace II-6 EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 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 EX-5.1 2 j1248901exv5w1.txt EX-5.1 Exhibit 5.1 February 25, 2005 Board of Directors F.N.B. Corporation One F.N.B. Boulevard Hermitage, Pennsylvania 16148 Re: F.N.B. Corporation Registration Statement on Form S-8 149,009 Shares of Common Stock Ladies and Gentlemen: I am the Chief Legal Officer of F.N.B. Corporation (the "Company"), and I am familiar with the proceedings taken by the Company in connection with the preparation and filing with the Securities and Exchange Commission under the Securities Act of 1933 of a registration statement on Form S-8 (the "Registration Statement") relating to the proposed offering by the Company of up to 149,009 shares (the "Shares") of Common Stock, $.01 par value, of the Company, that are to be issued as a result of the Company's assumption of stock options issued under the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Stock Option Plan, as amended, the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Non-Employee Director Stock Option Plan, as amended, and F.N.B. Corporation/NSD Bancorp, Inc. 2004 Omnibus Stock Incentive Plan, as amended (the "Plans"). As counsel to the Company, I have supervised all corporate proceedings in connection with the preparation and filing of the Registration Statement. I have also examined the Company's Articles of Incorporation and By-laws, as amended to date, the corporate minutes and other proceedings and the records relating to the Plans and the authorization and offering of the Shares, and such other documents and matters of law as I have deemed necessary or appropriate in order to render this opinion. Based upon the foregoing, it is my opinion that the Shares, when issued in accordance with the terms and conditions of the Plans, will be duly authorized, legally and validly issued and outstanding, fully paid and nonassessable. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to the reference to my name under Item 5 of Part II of the Registration Statement. Respectfully, /s/ James G. Orie James G. Orie, Esquire EX-23.1 3 j1248901exv23w1.txt EX-23.1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Stock Option Plan, as amended, the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Non-Employee Director Stock Option Plan, as amended, and F.N.B. Corporation/NSD Bancorp, Inc. 2004 Omnibus Stock Incentive Plan, as amended, of our report dated February 24, 2004, except for Note 2 as to which the date is January 4, 2005, with respect to the consolidated financial statements of F.N.B. Corporation included in its Current Report (Form 8-K) dated January 11, 2005, for the year ended December 31, 2003, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP February 22, 2005 Pittsburgh, Pennsylvania EX-23.3 4 j1248901exv23w3.txt EX-23.3 Exhibit 23.3 ACKNOWLEDGEMENT OF ERNST & YOUNG LLP Shareholders and Board of Directors F.N.B. Corporation We are aware of the incorporation by reference in the Registration Statement (Form S-8) of F.N.B. Corporation for the registration of 149,009 shares of its common stock of our reports dated May 7, 2004, August 9, 2004 and November 9, 2004 relating to the unaudited consolidated interim financial statements of F.N.B. Corporation that are included in its Form 10-Q for the quarters ended March 31, 2004, June 30, 2004 and September 30, 2004. /s/ Ernst & Young LLP Pittsburgh, Pennsylvania February 22, 2005 -----END PRIVACY-ENHANCED MESSAGE-----