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
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(Exact name of Registrant as specified in its charter)
Florida 25-1255406
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
F.N.B. Center, 2150 Goodlette Road North, Naples, Florida 34102
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(Address of Principal Executive Offices) (Zip Code)
1996 INCENTIVE PLAN
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(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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Copies Requested to:
Robert C. Schwartz, Esq.
Smith, Gambrell & Russell, LLP
1230 Peachtree Street, N.E., Suite 3100
Atlanta, Georgia 30309
(404) 815-3500
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED SHARE(1) OFFERING PRICE(1) FEE
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Options and Shares of
$.01 par value 1,000,000 $29.20 $29,200,000 $2,686
Common Stock Shares
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based upon the average of the high and low reported
prices of the common stock on the Nasdaq National Market on February 28, 2002.
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This Registration Statement covers 1,000,000 additional shares of the
$.01 par value common stock of F.N.B. Corporation issuable pursuant to FNB's
1996 Incentive Plan, for which a previously filed Registration Statement on
Form S-8 is effective. The contents of FNB's earlier Registration Statement on
Form S-8, File No. 333-03489, as filed with the Securities and Exchange
Commission on May 10, 1996, are incorporated herein by reference.
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 Report on Form 10-Q for each of 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 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the common stock registered hereby will be passed upon
by James G. Orie, Corporate Counsel of FNB. Mr. Orie owns shares of FNB common
stock and holds options to purchase shares of FNB common stock in an 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 of officer of the corporation against expenses and
amounts paid in settlement actually and reasonable 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 in respect of any
claim as to which such person is adjudged liable unless
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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.
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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 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)
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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
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
Gary L. Tice and Director (principal executive February 28, 2002
officer)
/s/ Stephen J. Gurgovits
----------------------------------- Vice Chairman February 28, 2002
Stephen J. Gurgovits
/s/ John D. Waters
----------------------------------- Vice President and Chief
John D. Waters Financial Officer (principal February 28, 2002
financial and accounting officer)
----------------------------------- Director
W. Richard Blackwood
----------------------------------- Director
Alan C. Bomstein
/s/ William B. Campbell
----------------------------------- Director February 28, 2002
William B. Campbell
/s/ Charles T. Cricks
----------------------------------- Director February 28, 2002
Charles T. Cricks
/s/ Henry M. Ekker
----------------------------------- Director February 28, 2002
Henry M. Ekker
----------------------------------- Director
James S. Lindsey
/s/ Paul P. Lynch
---------------------------------- Director February 28, 2002
Paul P. Lynch
---------------------------------- Director
Edward J. Mace
---------------------------------- Director
Robert S. Moss
---------------------------------- Director
William A. Quinn
/s/ William J. Strimbu
---------------------------------- Director February 28, 2002
William J. Strimbu
/s/ Archie O. Wallace
---------------------------------- Director February 28, 2002
Archie O. Wallace
/s/ James T. Weller
---------------------------------- Director February 28, 2002
James T. Weller
---------------------------------- Director
Eric J. Werner
/s/ R. Benjamin Wiley
---------------------------------- Director February 28, 2002
R. Benjamin Wiley
/s/ Donna C. Winner
---------------------------------- Director February 28, 2002
Donna C. Winner
EXHIBIT INDEX
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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)