As filed with the Securities and Exchange Commission on March 5, 2002
Registration No. 333-
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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 (I.R.S. Employer Identification Number)
of incorporation or organization)
F.N.B. Center, 2150 Goodlette Road North, Naples, Florida 34102
(Address of Principal Executive Offices) (Zip Code)
STOCK OPTION AGREEMENTS GRANTED UNDER THE
PROMISTAR FINANCIAL CORPORATION 1998 EQUITY INCENTIVE PLAN
AND ASSUMED BY F.N.B. CORPORATION
(Full Title of the Plan)
Gary L. Tice, President
F.N.B. Corporation
F.N.B. Center
2150 Goodlette Road North
Naples, Florida 34102
(941) 262-7600
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(Name, address, telephone number, including
area code, of agent for service)
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Copy Requested to:
Robert C. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3758
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Per Aggregate Offering Amount of
to be Registered Registered Share(1) Price(1) Registration Fee
Options and
Common Stock, 626,486 $ 28.55 $ 16,431,855 $ 1,512
$0.01 par value Shares
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(1) Maximum option exercise price of stock options with exercise prices in
the range from $18.79 to $28.55, as adjusted for the merger.
(2) Calculated pursuant to rule 457(h) based on the option exercise prices
and number of shares issuable at each price.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are hereby incorporated by reference into
this Registration Statement, and all documents subsequently filed by FNB
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing such documents:
1. FNB's Annual Report on Form 10-K for the fiscal year ended December 31,
2000;
2. FNB's Quarterly Reports on Form 10-Q for the quarters ended March 31,
2001, June 30, 2001, and September 30, 2001;
3. FNB's Current Reports on Form 8-K filed January 9, 2001, February 6,
2001, March 6, 2001, June 1, 2001, June 14, 2001, and February 28,
2002; and
4. The description of FNB's common stock contained in FNB's Registration
Statement filed under Section 12 of the Exchange Act, including all
amendments and reports updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
No response is required to this item.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the common stock registered hereby will be passed upon
by James G. Orie, General Counsel of FNB. Mr. Orie owns shares of FNB common
stock and holds options to purchase shares of FNB common stock in an aggregate
amount which does not exceed 1% of FNB's outstanding shares of common stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Florida Business Corporation 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
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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 in respect of 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 officers or directors
are successful on the merits or otherwise in the defense of any of the
proceedings described above, the Florida Act provides that the corporation is
required to indemnify such officers or directors 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.
FNB's Articles of Incorporation provide that FNB shall indemnify its
directors and officers to the fullest extent permitted by law in connection with
any actual or threatened action, suit or proceedings, civil, criminal,
administrative, investigative or other (whether brought by or in the right of
FNB or otherwise) arising out of their service to FNB or to another organization
at FNB's request, or because of their positions with FNB. The Articles further
provide that FNB 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 in respect of such service, whether or not FNB would have the
power to indemnify him against such liability by law or under the provisions of
this paragraph.
FNB's Bylaws provide that to the fullest extent permitted by law, no
director of FNB shall be personally liable for monetary damages for any action
taken, or any failure to take any action.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
No response to this item is required.
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ITEM 8. EXHIBITS.
The following exhibits are filed with or incorporated by reference in
this Registration Statement.
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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4.1 Articles of Incorporation of F.N.B. Corporation, as amended (incorporated herein by reference to Exhibit
4.1 to the Form 8-K filed by FNB on June 1, 2001).
4.2 Bylaws of F.N.B. Corporation (incorporated herein by reference to Exhibit 4.2 to the Form 8-K filed by FNB
on June 1, 2001).
5.1 Opinion of James G. Orie, Corporate Counsel of FNB
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bobbitt, Pittenger & Company, P.A.
23.3 Consent of James G. Orie, Corporate Counsel of FNB (contained in his opinion filed as Exhibit 5.1)
24.1 Powers of Attorney (included with signature pages to this Registration Statement)
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment
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.
(3) 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.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's Annual Report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities
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offered therein, and the offering of such securities at the time shall be deemed
to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 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 Naples, State of Florida, on this 28th day of
February, 2002.
F.N.B. CORPORATION
By: /s/ Gary L. Tice
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Gary L. Tice
President and Chief Executive Officer
KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Gary L. Tice and John D. Waters and each
of them (with full power of each of them to act alone), his attorneys-in-fact
and agents, with full power of substitution, for him and in his name, place and
stead in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement and any subsequent
registration statements pursuant to Rule 462 under the Securities Act or any
other instruments he deems necessary or appropriate, and to file the same, with
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, hereby ratifying and confirming all that
said attorneys-in-fact or his substitute or substitutes may do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
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/s/ Peter Mortensen
-------------------------------------------------------- Chairman of the Board February 28, 2002
Peter Mortensen
/s/ Gary L. Tice President, Chief Executive Officer
-------------------------------------------------------- and Director (principal executive February 28, 2002
Gary L. Tice officer)
/s/ Stephen J. Gurgovits Vice Chairman February 28, 2002
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Stephen J. Gurgovits
/s/ John D. Waters Vice President and Chief Financial
-------------------------------------------------------- Officer (principal financial and February 28, 2002
John D. Waters accounting officer)
Director , 2002
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W. Richard Blackwood
Director , 2002
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Alan C. Bomstein
/s/ William B. Campbell Director February 13, 2002
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William B. Campbell
/s/ Charles T. Cricks Director February 13, 2002
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Charles T. Cricks
/s/ Henry M. Ekker Director February 13, 2002
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Henry M. Ekker
/s/ James S. Lindsey Director February 13, 2002
--------------------------------------------------------
James S. Lindsey
Director , 2002
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Paul P. Lynch
/s/ Edward J. Mace Director February 13, 2002
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Edward J. Mace
Director , 2002
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Robert S. Moss
Director , 2002
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William A. Quinn
/s/ William J. Strimbu Director February 13, 2002
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William J. Strimbu
/s/ Archie O. Wallace Director February 13, 2002
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Archie O. Wallace
/s/ James T. Weller Director February 13, 2002
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James T. Weller
Director , 2002
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Eric J. Werner
Director , 2002
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Robert B. Wiley
Director , 2002
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Donna C. Winner
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
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5.1 Opinion of James G. Orie, Corporate Counsel of FNB
23.1 Consent of Ernst & Young LLP
23.2 Consent of Bobbitt, Pittenger & Company, P.A.
23.3 Consent of James G. Orie, Corporate Counsel of FNB (contained in his opinion filed as Exhibit 5.1)