As filed with the Securities and Exchange Commission on May 8, 1996
Registration No. 333-2524
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
AMENDMENT NO. 2
to
FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FNB CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Virginia 6711 54-1791618
(State or Other Jurisdiction (Primary Standard (IRS Employer
Industrial Incorporation or Organization) Identification No.)
Classification Code)
Copy to:
Samuel Tollison Hugh B. Wellons
President Mays & Valentine
FNB Corporation 1111 East Main St.,
50 North Franklin Street NationsBank Center
Christiansburg, Virginia 24073 Richmond, Virginia 23219
Telephone: (504) 381-4951 Telephone: (804) 697-1374
(Name and Address of Agent for Service)
Approximate date of commencement of the proposed sale of the securities to the
public: As soon as practicable after this Registration Statement becomes
effective.
If the securities being registered on this form are being offered in connection
with the formation of a holding company and there is compliance with General
Instruction G, check the following box: [ ]
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states this Registration Statement shall
thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the Registration Statement shall become effective on such
date as the Commission, acting pursuant to said Section 8(a), may determine.
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PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF OFFICERS AND DIRECTORS
Article VI of the Registrant's Articles of Incorporation mandates
indemnification of the Registrant's directors and officers to the full extent
permitted by the Virginia Stock Corporation Act (the Virginia Act) as in effect
from time to time. As of the date hereof, the Virginia Act permits a
corporation, to the extent authorized by its articles of incorporation, to
indemnify its directors and officers against liability incurred in all
proceedings, including derivative proceedings, arising out of their service to
the corporation so long as they have not engaged in willful misconduct or a
knowing violation of the criminal law, and accordingly the Registrant is
required to indemnify its directors and officers in all such proceedings if they
have not violated this standard.
In addition, Article VI of the Registrant's Articles of Incorporation limits the
liability of the Registrant's directors and officers to the full extent
permitted by the Virginia Act. As of the date hereof, the Virginia Act places a
limit on the liability of a director or officer in derivative and shareholder
proceedings equal to the lesser of: (i) the monetary amount, including the
elimination of liability, specified in the corporation's articles of
incorporation or a shareholder-approved by-law; or (ii) the greater of (a)
$100,000 or (b) twelve months of cash compensation received by the officer or
director. The limit does not apply in the event the director or officer has
engaged in willful misconduct or a knowing violation of the criminal law or any
federal or state securities law. The effect of the Registrant's Articles of
Incorporation, together with the Virginia Act, is to accordingly limit liability
of directors and officers for money damages in shareholder derivative
proceedings, so long as the required standard of conduct is met.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
An index of exhibits appears at Page II-5 hereof.
ITEM 22. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) 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;
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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.
(3) 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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report
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pursuant to section 15(d) of the Securities Exchange Act of 1934) 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.
(e) The undersigned registrant hereby undertakes to deliver or cause to
be delivered with the prospectus, to each person to whom the prospectus is sent
or given, the latest annual report to security holders that is incorporated by
reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of
1934; and, where interim financial information required to be presented by
Article 3 of Regulation S-X are not set forth in the prospectus, to deliver or
to cause to be delivered to each person to whom the prospectus is sent or given,
the latest quarterly report that is specifically incorporated by reference in
the prospectus to provide such interim financial information.
(g) (1) The undersigned registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is a part of this registration statement, by
any person or party which is deemed to be an underwriter within the meaning of
Rule 145(c), the issuer undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(2) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph immediately preceding, or (ii) that purports to meet the
requirements of Section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, 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.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the 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 Act and will
be governed by the final adjudication of such issue.
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(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this amendment to this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Christiansburg,
Commonwealth of Virginia, on May 8, 1996.
FNB CORPORATION
By:/s/ SAMUEL H. TOLLISON
Samuel H. Tollison
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:
NAME TITLE DATE
President, Chief Executive
/s/ SAMUEL H. TOLLISON Officer (Principal Executive May 8, 1996
Samuel H. Tollison
Principal Financial Officer May 8, 1996
/s/ PERRY D. TAYLOR
Perry D. Taylor
* /s/ JOAN H. MUNFORD Director May 8, 1996
Joan H. Munford
* /s/ KENDALL O. CLAY Director May 8, 1996
Kendall O. Clay
*By:/s/ SAMUEL H. TOLLISON
Samuel H. Tollison
(Attorney-in-Fact)
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INDEX TO EXHIBITS
SEQUENTIAL
EXHIBIT NO. DESCRIPTION OF EXHIBIT
PAGE NUMBER
23.3 Consent of KPMG Peat Marwick, LLP (former 6
accountants for First National Bank).
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The Board of Directors
First National Bank:
We consent to the use of our report incorporated herein by reference and to the
reference to our firm under the heading "Experts" in the prospectus. Our report
refers to changes in accounting for certain investments in debt and equity
securities, postretirement benefits other than pensions and income taxes.
/s/ KPMG PEAT MARWICK LLP
Roanoke, Virginia
May 2, 1996
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