As filed with the Securities and Exchange Commission on July 25, 2002
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
F.N.B. Corporation
| Florida | 25-1255406 | |
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| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
F.N.B. Center, 2150 Goodlette Road North, Naples, Florida 34102
F.N.B. Corporation 401(k) Plan
Gary L. Tice, President and Chief Executive Officer
F.N.B. Corporation
F.N.B. Center
2150 Goodlette Road North
Naples, Florida 34102
(239) 262-7600
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | Proposed Maximum | |||||||||||||
| Title of Securities | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||
| to be Registered | Registered | Share(2) | Price(2) | Registration Fee | ||||||||||
| Common stock, $0.01 par value(1) | 2,000,000 Shares | $ | 26.845 | $ | 53,690,000 | $ | 4,939.48 | |||||||
| (1) | In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the F.N.B. Corporation 401(k) Plan. | |
| (2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) based upon the average of the high and low reported prices of the common stock on the Nasdaq National Market on July 23, 2002. |
This Registration Statement covers 2,000,000 additional shares of the $.01 par value common stock of F.N.B. Corporation issuable pursuant to FNB’s 401(k) 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. 333-38372, as filed with the Securities and Exchange Commission on June 1, 2000, are incorporated herein by reference.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 0.05% 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 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
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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 8. Exhibits.
The following exhibits are filed with or incorporated by reference in this Registration Statement:
| Exhibit | ||
| Number | Description of Exhibit | |
| 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, Independent Auditors | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |
| 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. |
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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 25th day of July, 2002.
| F.N.B. CORPORATION | ||||
| By: | /s/ Thomas E. Fahey | |||
| Thomas E. Fahey | ||||
| Executive Vice President and Chief Financial 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 | ||
| * | Chairman of the Board | July 25, 2002 | ||
Peter Mortensen |
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| * | President, Chief Executive | July 25, 2002 | ||
| Officer and Director | ||||
| Gary L. Tice | ||||
| * | Vice Chairman | July 25, 2002 | ||
| Stephen J. Gurgovits | ||||
| /s/ Thomas E. Fahey | Executive Vice President and | July 25, 2002 | ||
| Chief Financial Officer | ||||
| Thomas E. Fahey | (Principal Financial and | |||
| Accounting Officer) | ||||
| * | Director | July 25, 2002 | ||
| G. Scott Baton | ||||
| * | Director | July 25, 2002 | ||
| Alan C. Bomstein | ||||
| * | Director | July 25, 2002 | ||
| William B. Campbell | ||||
| * | Director | July 25, 2002 | ||
| Charles T. Cricks |
| Director | ||||
| Henry M. Ekker | ||||
| * | Director | July 25, 2002 | ||
| James W. Lindsay | ||||
| * | Director | July 25, 2002 | ||
| Edward J. Mace | ||||
| * | Director | July 25, 2002 | ||
| Harry F. Radcliffe | ||||
| * | Director | July 25, 2002 | ||
| William J. Strimbu | ||||
| * | Director | July 25, 2002 | ||
| Earl K. Wahl, Jr. | ||||
| * | Director | July 25, 2002 | ||
| Archie O. Wallace | ||||
| * | Director | July 25, 2002 | ||
| R. Benjamin Wiley |
| * By: | /s/ Thomas E. Fahey | |
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| Thomas E. Fahey, Attorney in Fact |
Exhibit Index
| Exhibit | ||
| Number | Description of Exhibit | |
| 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, Independent Auditors | |
| 23.2 | Consent of PricewaterhouseCoopers LLP | |
| 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 |