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): May 29, 2018
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania
(State or other jurisdiction
of incorporation)
| 001-31940 | 25-1255406 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 12 Federal Street, One North Shore Center Pittsburgh, Pennsylvania |
15212 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(800) 555-5455
(Registrant’s telephone number, including area code)
N/A
(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 Instructions 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 Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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. |
On May 29, 2018, F.N.B. Corporation filed with the Securities and Exchange Commission a prospectus supplement to the base prospectus contained in its effective shelf registration statement (File No. 333-224979), which related to shares of its common stock, par value $0.01 per share, that may be offered pursuant to equity awards held by certain former non-employee directors, directors emeritus, advisory directors and consultants of Metro Bancorp, Inc. This report is being filed to present certain exhibits that will be incorporated by reference into the prospectus and the registration statement.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
SIGNATURES
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.
| F.N.B. CORPORATION (Registrant) | ||
| By: |
/s/ James G. Orie | |
| James G. Orie, | ||
| Chief Legal Officer | ||
Date: May 29, 2018
Exhibit 5.1
[F.N.B. Corporation Letterhead]
May 29, 2018
Board of Directors
F.N.B. Corporation
12 Federal Street
One North Shore Center
Pittsburgh, PA 15212
Ladies and Gentlemen:
I am the Chief Legal Officer & Corporate Secretary 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 of the prospectus supplement (the “Prospectus Supplement”) to the Registration Statement on Form S-3 of the Company, Registration No. 333-224979 (the “Registration Statement”), that is being filed on the date hereof with the Securities and Exchange Commission pursuant to Rule 424(b)(5) promulgated under the Securities Act of 1933, as amended, with respect to the proposed issuance by the Company of 221,034 shares of the common stock of the Company, $0.01 par value per share (the “Company Common Stock”), pursuant to outstanding equity awards of Metro Bancorp, Inc. (“Metro”) which are held by former non-employee directors, directors emeritus, advisory directors and consultants of Metro. Such awards were converted into equity awards relating to Company Common Stock upon completion of the merger of Metro with and into the Company on February 13, 2016, and in accordance with the terms of the Agreement and Plan of Merger between the Company and Metro, dated as of August 4, 2015. The shares of Company Common Stock to which the Prospectus Supplement to the Registration Statement relates, as further described in the Prospectus Supplement to the Registration Statement, are referred to herein as the “Registered Common Stock.”
As counsel to the Company, I have participated in the corporate proceedings in connection with the preparation and filing of the Prospectus Supplement to 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 authorization and offering of the Registered Common Stock, and such other documents and matters of law as I have deemed necessary or appropriate in order to render this opinion. In rendering this opinion I have, with your consent, assumed the genuineness of all signatures or instruments relied upon by me, and the conformity of certified copies submitted to me with the original documents to which such certified copies relate.
Based upon the foregoing, it is my opinion that the Registered Common Stock, when issued by the Company as described in the Prospectus Supplement to the Registration Statement, will be duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. By providing such consent, I do not admit that I come within the categories of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Respectfully,
/s/ James G. Orie, Esquire
James G. Orie, Esquire
Chief Legal Officer &
Corporate Secretary