As filed
with the Securities and Exchange Commission on June 27, 2007
Registration
No. 333 - 63042
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
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Florida
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25-1255406 |
(State or other jurisdiction of incorporation
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(I.R.S. Employer |
or organization)
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Identification No.) |
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One F.N.B. Boulevard
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16148 |
Hermitage, Pennsylvania
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(Zip code) |
(Address of Principal Executive Offices) |
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2001 Incentive Compensation Plan
(Full title of the plan)
Stephen J. Gurgovits
President and Chief Executive Officer
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, PA 16148
(Name and address of agent for service)
(724) 981-6000
(Telephone number, including area code, of agent for service)
DEREGISTRATION OF CERTAIN SECURITIES
Pursuant to the Registration Statement on Form S-8 (File No. 333-63042) (the Original Form
S-8), filed with the Securities and Exchange Commission on June 14, 2001, F.N.B. Corporation (the
Registrant) initially registered 3,000,000 shares of its common stock, par value $0.01 per share,
to be offered or sold by the Registrant pursuant to the Registrants 2001 Incentive Compensation
Plan (the 2001 Plan).
On May 14, 2007, the shareholders of the Registrant approved the F.N.B. Corporation 2007
Incentive Compensation Plan (the 2007 Plan). Upon approval of the 2007 Plan, no further awards
will be made under the 2001 Plan. Pursuant to the terms of the 2007 Plan, any shares that remain
unissued and are not allocated to an outstanding award under the 2001 Plan and any shares subject
to an outstanding award under the 2001 Plan that are cancelled or forfeited after May 14, 2007, may
be carried forward to the 2007 Plan.
A total of 3,171,003 shares of common stock are available for grant under the 2007 Plan.
These shares are comprised of 600,000 shares of common stock specifically reserved for issuance
under the 2007 Plan plus 2,571,003 shares carried forward from the 2001 Plan. The Registrant has
registered the total number of shares available for grant under the 2007 Plan pursuant to a new
Registration Statement on Form S-8, which was filed with the Securities and Exchange Commission on
June 26, 2007.
The Registrant is filing this Post-Effective Amendment No. 1 to the Original Form S-8 in order
to deregister 2,571,003 shares previously registered under the Original Form S-8, but not issued or
otherwise allocated to outstanding awards under the 2001 Plan. The Original S-8 otherwise
continues in effect as to the balance of the shares of common stock available for issuance pursuant
to awards previously granted under the 2001 Plan.
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TABLE OF CONTENTS
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Hermitage, Commonwealth of
Pennsylvania, on June 25,
2007.
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F.N.B. Corporation
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By: |
/s/ Stephen J. Gurgovits
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Stephen J. Gurgovits |
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President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has
been signed by the following persons in the capacities indicated.
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Signature |
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Date |
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/s/ Stephen J. Gurgovits
Stephen J. Gurgovits
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Director; President and Chief
Executive Officer (Principal
Executive Officer)
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June 25, 2006 |
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Chief Financial Officer
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June 25, 2006 |
Brian F. Lilly
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(Principal Financial Officer) |
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Controller
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June 25, 2006 |
Vincent J. Calabrese
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(Principal Accounting Officer) |
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Director
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June 25, 2006 |
Peter Mortensen |
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/s/ William B. Campbell
William B. Campbell
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Director
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June 25, 2006 |
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/s/ Henry M. Ekker
Henry M. Ekker
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Director
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June 25, 2006 |
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Director
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June 25, 2006 |
Robert B. Goldstein |
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Director |
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June __, 2006 |
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