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.