As filed with the Securities and Exchange Commission on October 8, 2004
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Registration No. 333-_______________
UNITED STATES
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 of (I.R.S. employer
incorporation or organization) identification no.)
16148
One F.N.B. Boulevard ---------
Hermitage, Pennsylvania (Zip code)
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(Address of principal executive offices)
F.N.B. Corporation/Slippery Rock Financial Corporation
1997 Directors Stock Option Plan, as amended
F.N.B. Corporation/Slippery Rock Financial Corporation
1997 Incentive Stock Option Plan, as amended
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(Full title of the plans)
Stephen J. Gurgovits
President and Chief Executive Officer
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148
(724) 981-6000
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Frederick W. Dreher, Esq.
Duane Morris LLP
4200 One Liberty Place
Philadelphia, PA 19103
(215) 979-1234
CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
offering aggregate
Title of securities Amount to be price offering Amount of
to be registered registered (1)(2) per share(3) price(3) registration fee(1)
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Common Stock, $0.01 par value 204,669 shares N/A $2,370,841.72 $ 300.39
(1) Based on the number of shares of Slippery Rock Financial Corporation
common stock, par value $0.25 per share, that were reserved for issuance
pursuant to outstanding stock options under the F.N.B.
Corporation/Slippery Rock Financial Corporation 1997 Directors Stock
Option Plan, as amended (the "Directors Plan"), and the F.N.B.
Corporation/Slippery Rock Financial Corporation 1997 Incentive Stock
Option Plan, as amended (the "Incentive Plan"), respectively. These
options were converted into the right to receive, for each option share,
1.41 shares of the common stock, $0.01 par value ("Common Stock"), of
F.N.B. Corporation (the "Registrant") upon consummation of the merger
contemplated in the Amended and Restated Agreement and Plan of Merger,
dated as of July 15, 2004 between the Registrant and Slippery Rock
Financial Corporation.
(2) This registration statement shall also cover any additional shares of
Common Stock that become issuable under any of the plans being registered
pursuant to this registration statement by reason of any stock dividend,
stock split, recapitalization or any other similar transaction effected
without the receipt of consideration which results in an increase in the
number of outstanding shares of Common Stock.
(3) Determined pursuant to Rule 457(h) under the Securities Act of 1933, as
amended, based on the exercise prices of the outstanding options. There
will be no further grants under the Directors Plan or the Incentive Plan.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "SEC") by the Registrant (SEC File No. 001-31940) under
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference into this Registration Statement:
The Registrant's Annual Report on Form 10-K for the year ended
December 31, 2003;
The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2004 and June 30, 2004; and
The Registrant's Current Reports on Form 8-K filed April 19, 2004,
May 6, 2004, July 21, 2004 and August 2, 2004; and
The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating such
description.
All reports or other documents filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement, in each case filed by the Registrant prior to the filing
of a post-effective amendment that indicates that all securities offered have
been sold or that deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such reports and documents. Any
statement contained in a document incorporated or deemed to be incorporated
herein by reference shall be deemed to be modified or superseded for the
purposes of this Registration Statement to the extent that a statement contained
herein or in any other subsequently filed document, that also is or is deemed to
be incorporated herein by reference, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
No answer to this item is required because the class of securities
to which this Registration Statement relates is registered under Section 12 of
the Exchange Act.
Item 5. Interests of Named Experts and Counsel.
Certain legal matters with respect to the validity of the shares of
Common Stock registered under this Registration Statement will be passed upon
for the Registrant by James
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G. Orie, Chief Legal Officer of the Registrant, who owns 4,913 shares of Common
Stock of the Registrant and options to purchase 46,757 shares of Common Stock of
the Registrant.
Item 6. Indemnification of Directors and Officers.
The Florida Business Corporations 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 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 with respect to 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 officer or director is successful on the merits or otherwise
in the defense of any of such proceedings, the Florida Act provides that the
corporation is required to indemnify such officer or director 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.
The Registrant's articles of incorporation provide that the
Registrant shall indemnify its directors and officers to the fullest extent
permitted by law in connection with any actual or threatened action, suit or
proceeding, civil, criminal, administrative, investigative or other (whether
brought by or in the right of the Registrant or otherwise)
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arising out of the service to the Registrant or to another organization at the
Registrant's request, or because of their positions with the Registrant. The
Registrant's articles of incorporation further provide that the Registrant 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 or her with respect to such service, whether or not the Registrant would
have the power to indemnify him or her against such liability by law or under
the provisions of this paragraph.
The Registrant's By-laws provide that to the fullest extent
permitted by law, no director of the Registrant shall be personally liable for
monetary damages for any action taken or any failure to take any action.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Description of Exhibit
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5.1 Opinion of James G. Orie, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of James G. Orie, Esquire (included in Exhibit 5.1)
23.3 Acknowledgement of Ernst & Young LLP to the Board of Directors of F.N.B. Corporation
Item 9. Undertakings.
The Registrant hereby undertakes:
(a) 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;
(b) that for the purpose of determining any liability under the
Securities Act, 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; and
(c) 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.
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The undersigned Registrant hereby further undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement 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.
The undersigned Registrant hereby further undertakes that, insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities 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 Securities 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 Hermitage, Commonwealth of Pennsylvania, on October
8, 2004.
F.N.B. CORPORATION
By: /s/ Stephen J. Gurgovits
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Stephen J. Gurgovits
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed 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 October 8, 2004
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Peter Mortensen
/s/ Stephen J. Gurgovits President, Chief Executive Officer and October 8, 2004
-------------------------- Director (principal executive officer)
Stephen J. Gurgovits
/s/ Brian F. Lilly Chief Financial Officer (principal financial officer) October 8, 2004
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Brian F. Lilly
/s/ Tito L. Lima Corporate Controller (principal accounting officer) October 8, 2004
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Tito L. Lima
/s/ William B. Campbell Director October 8, 2004
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William B. Campbell
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/s/ Henry M. Ekker Director October 8, 2004
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Henry M. Ekker
Director October , 2004
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Robert B. Goldstein
/s/ Harry F. Radcliffe Director October 8, 2004
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Harry F. Radcliffe
/s/ John W. Rose Director October 8, 2004
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John W. Rose
/s/ William J. Strimbu Director October 8, 2004
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William J. Strimbu
/s/ Earl K. Wahl, Jr. Director October 8, 2004
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Earl K. Wahl, Jr.
Director October , 2004
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Archie O. Wallace
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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5.1 Opinion of James G. Orie, Esquire
23.1 Consent of Ernst & Young LLP
23.2 Consent of James G. Orie, Esquire (included in Exhibit 5.1)
23.3 Acknowledgement of Ernst & Young LLP dated June 30, 2004 to the Board
of Directors of F.N.B. Corporation