F.N.B. Corporation S-8 POS
As filed
with the Securities and Exchange Commission on June 27, 2007
Registration
No. 333 - 38376
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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Hermitage, Pennsylvania
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16148 |
(Address of Principal Executive Offices)
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(Zip code) |
F.N.B. Corporation
1998 Directors Stock Option 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. 333-38376) (the Original Form
S-8), filed with the Securities and Exchange Commission on June 1, 2000, F.N.B. Corporation (the
Registrant) initially registered 450,000 shares of its
common stock, to be offered or sold by the Registrant pursuant to the F.N.B. Corporation 1998 Directors Stock
Option Plan (the 1998 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 1998 Plan.
The Registrant is filing this Post-Effective Amendment No. 1 to the Original Form S-8 in order
to deregister 353,560.2 shares previously registered under the Original Form S-8, but not issued or
otherwise allocated to outstanding awards under the 1998 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 1998 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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/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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/s/ Brian F. Lilly
Brian F. Lilly
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Chief Financial Officer
(Principal Financial Officer)
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June 25, 2006 |
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/s/ Vincent J. Calabrese
Vincent J. Calabrese
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Controller
(Principal Accounting Officer)
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June 25, 2006 |
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/s/ Peter Mortensen
Peter Mortensen
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Director
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June 25, 2006 |
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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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/s/ Robert B. Goldstein
Robert B. Goldstein
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Director
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June 25, 2006 |
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Director
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June __, 2006 |
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Signature |
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/s/ David J. Malone
David J. Malone
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Director
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June 25, 2006 |
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/s/ Harry F. Radcliffe
Harry F. Radcliffe
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Director
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June 25, 2006 |
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/s/ Arthur J. Rooney, II
Arthur J. Rooney, II
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Director
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June 25, 2006 |
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/s/ John W. Rose
John W. Rose
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Director
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June 25, 2006 |
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/s/ William J. Strimbu
William J. Strimbu
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Director
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June 25, 2006 |
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/s/ Earl K. Wahl, Jr.
Earl K. Wahl, Jr.
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Director
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June 25, 2006 |
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