-----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, K0swcgiAkfuGFeV6/dYK0LTitC4bsDvAoQriMpzV4kID6/1NseFfNzt4h0X3CN12 i6AHAkT6EScFSHpMZWv9xg== 0000905870-03-000033.txt : 20031003 0000905870-03-000033.hdr.sgml : 20031003 20031003152219 ACCESSION NUMBER: 0000905870-03-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20031003 EFFECTIVENESS DATE: 20031003 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FNB CORP/NC CENTRAL INDEX KEY: 0000764811 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 561456589 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109450 FILM NUMBER: 03927763 BUSINESS ADDRESS: STREET 1: 101 SUNSET AVE STREET 2: P O BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 BUSINESS PHONE: 3366268300 MAIL ADDRESS: STREET 1: P.O. BOX 1328 CITY: ASHEBORO STATE: NC ZIP: 27203 S-8 1 s8body.txt FNB CORP FORM S-8-1993 PLAN As filed with the Securities and Exchange Commission on October 3, 2003 Registration No. ____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- FNB CORP. (Exact name of registrant as specified in its charter) North Carolina 6021 56-1456589 - ------------------------------ --------------------------- --------------- (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code No.) Identification No.) 101 Sunset Avenue, Asheboro, North Carolina 27203 -------------------------------------------------------------------------- (Address, including zip code, of registrant's principal executive offices) FNB CORP. STOCK COMPENSATION PLAN - ------------------------------------------------------------------------------- (Full title of the plan) ------------------------- Michael C. Miller President FNB Corp. 101 Sunset Avenue Asheboro, North Carolina 27203 (336) 626-8300 --------------------------------------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------- CALCULATION OF REGISTRATION FEE - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Proposed Maximum Proposed Maximum Title of Securities to Amount to be Offering Price per Aggregate Offering Amount of be Registered Registered(1) Share(2) Price(2) Registration Fee - ------------------------ ---------------------- ---------------------- ---------------------- ---------------------- Common Stock, par 360,000 $25.25 $9,090,000.00 $735.38 value $2.50 - ------------------------ ---------------------- ---------------------- ---------------------- ----------------------
(1) Based on the total number of shares of common stock of FNB Corp. issuable pursuant to the terms of the above-named plan. (2) In accordance with Rule 457(h), the registration fee is based upon the average of the high and low prices of the common stock of FNB Corp. on the NASDAQ National Market on September 29, 2003. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Pursuant to General Instruction E to Form S-8, the contents of Registration Statement 33-72686 on Form S-8 as filed by FNB Corp. with the Securities and Exchange Commission on December 9, 1993 are incorporated by reference. Item 8. Exhibits Reference is made to the Exhibit Index. 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 Asheboro, North Carolina on October 3, 2003. FNB CORP. By /s/ Michael C. Miller ------------------------ Michael C. Miller Chairman and President POWER OF ATTORNEY Each officer or director whose signature appears below hereby appoints Michael C. Miller and Jerry A. Little, or either of them, his true and lawful attorney-in-fact to sign on his behalf as an individual and in the capacity stated below, any amendment or post-effective amendment to this Registration Statement which said attorney-in-fact may deem appropriate or necessary. Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the following capacities: Signature Title Date /s/ Michael C. Miller Chairman, President October 3, 2003 - -------------------------- and Director(Principal Michael C. Miller Executive Officer) /s/ Jerry Little Treasurer and Secretary October 3, 2003 - -------------------------- (Principal Financial Jerry A. Little and Accounting Officer) /s/ James M. Campbell, Jr. Director October 3, 2003 - -------------------------- James M. Campbell, Jr. /s/ R. Larry Campbell Vice President and October 3, 2003 - -------------------------- Director R. Larry Campbell /s/ Darrell L. Frye Director October 3, 2003 - -------------------------- Darrell L. Frye /s/ Wilbert L. Hancock Director October 3, 2003 - -------------------------- Wilbert L. Hancock /s/ Bruce D. Jones Vice President and October 3, 2003 - -------------------------- Director Bruce D. Jones /s/ Thomas A. Jordan Director October 3, 2003 - -------------------------- Thomas A. Jordan /s/ Dale E. Keiger Director October 3, 2003 - -------------------------- Dale E. Keiger /s/ Eugene B. McLaurin, II Director October 3, 2003 - -------------------------- Eugene B. McLaurin, II /s/ R. Reynolds Neely, Jr. Director October 3, 2003 - -------------------------- R. Reynolds Neely, Jr. /s/ Richard K. Pugh Director October 3, 2003 - -------------------------- Richard K. Pugh /s/ J. M. Ramsay III Director October 3, 2003 - --------------------------- J. M. Ramsay III EXHIBIT INDEX Exhibit No. Description of Exhibits 4.1 Articles of Incorporation of the Registrant, incorporated herein by reference to Exhibit 3.1 to the Registrant's Form S-14 Registration Statement (No. 2-96498) filed March 16, 1985. 4.2 Articles of Amendment to Articles of Incorporation of the Registrant (File No. 0-13823), adopted May 10, 1988, incorporated herein by reference to Exhibit 19.10 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1988. 4.3 Articles of Amendment to Articles of Incorporation of the Registrant, adopted May 12, 1998, incorporated herein by reference to Exhibit 3.12 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1998. 4.4 Articles of Amendment to Articles of Incorporation of the Registrant, dated May 23, 2003, incorporated herein by reference to Exhibit 3.13 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 2003. 4.5 Amended and Restated Bylaws of the Registrant, adopted May 21, 1998, incorporated herein by reference to Exhibit 3.20 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1998. 4.6 Specimen of Registrant's Common Stock Certificate, incorporated herein by reference to Exhibit 4 to Amendment No. 1 to the Registrant's Form S-14 Registration Statement (No. 2-96498) filed April 19, 1985. 5.1 Opinion of Schell Bray Aycock Abel & Livingston P.L.L.C. re legality. 23.1 Consent of KPMG LLP. 23.2 Consent of Schell Bray Aycock Abel & Livingston P.L.L.C. (contained in Exhibit 5.1 hereof). 24.1 Power of Attorney (included in the signature pages hereto). 99.1 Stock Compensation Plan as amended effective May 12, 1998, incorporated herein by reference to Exhibit 10.30 to the Registrant's Form 10-Q Quarterly Report for the quarter ended June 30, 1998. EX-5 3 exhibit5.txt FNB CORP FORM S-8 EXHIBIT 5.1 Exhibit 5.1 SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C. Attorneys and Counselors at Law 1500 Renaissance Plaza - P.O. Box 21847 Greensboro, North Carolina 27420 October 3, 2003 FNB Corp. 101 Sunset Avenue Asheboro, North Carolina 27203 Re: 360,000 shares of Common Stock, par value $2.50 per share, of FNB Corp. offered in connection with the FNB Corp. Stock Compensation Plan Ladies and Gentlemen: We have acted as counsel for FNB Corp., a North Carolina corporation (the "Corporation"), in connection with the filing of a registration statement on Form S-8 (the "Registration Statement") under the Securities Act of 1933, as amended, with respect to 360,000 additional shares of the Corporation's common stock, par value $2.50 per share (the "Shares"), to be issued to participants in the Corporation's Stock Compensation Plan, as amended (the "Plan"). We have examined such documents, records and matters of law as we have deemed necessary for purposes of rendering this opinion. For purposes of this opinion, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as certified, photostatic or conformed copies, and the authenticity of the originals of such documents. We are qualified to practice law in the State of North Carolina. We do not purport to express any opinion herein concerning any law other than the laws of the State of North Carolina and the federal securities laws of the United States. Based upon the foregoing, we are of the opinion that the Shares that may be issued and sold by the Corporation pursuant to the Plan are duly authorized and will be, when issued and sold in accordance with such Plan, validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C. EX-23 4 exhibit23.txt FNB CORP FORM S-8 EXHIBIT 23.1 Exhibit 23.1 Independent Auditors' Consent The Board of Directors FNB Corp. We consent to the use of our report dated March 7, 2003, with respect to the consolidated balance sheets of FNB Corp. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income, shareholders' equity and comprehensive income, and cash flows for each of the years in the three-year period ended December 31, 2002, incorporated by reference herein. /s/ KPMG LLP Greenville, SC October 3, 2003 -----END PRIVACY-ENHANCED MESSAGE-----