FORM 8-A/12(g)(3)
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12 (b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
FNB Corporation
(Exact name of registrant as specified in its charter)
Virginia 54-1791618
(State of Incorporation or Organization) (Federal Tax Identification Number)
105 Arbor Drive, P.O. Box 600, Christiansburg, Va. 24073
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
None
If this form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ x ]
Securities Act registration statement file number to which this form
relates:
333-2524 (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $5.00 par value
Item 1. Description of Registrant's Securities to be Registered.
FNB Corporation is a one-bank holding company incorporated under the laws of
the Commonwealth of Virginia on January 23, 1996. The Corporation was
organized by First National Bank, a national banking association
headquartered in Christiansburg, Virginia to engage in a corporate
reorganization in which all of the shares of First National Bank would be
exchanged for all of the shares of FNB Corporation. The shares to be
exchanged were registered with the SEC on Form S-4 filed on March 19, 1996.
First National Bank was the issuer of common stock registered under the
Exchange Act of 1934 effective December 31, 1990 with the Office of the
Comptroller of the Currency.
As the result of a corporate reorganization which took place on July 11,
1996, all of the shares of First National Bank was exchanged 2:1 for all
shares of FNB Corporation. FNB Corporation became the successor reporting
company, reporting to the SEC using the '33 Act File Number 333-2524. This
is a succession report filed to obtain an Exchange ('34) Act file number.
The common shares of FNB Corporation, $5.00 par value (the "Stock"), are
currently quoted on the Over-the-Counter Bulletin Board sponsored by NASDAQ.
The Corporation intends to begin listing its shares on the NASDAQ National
Market after filing this Form 8-A and approval of its national market
application by NASDAQ.
The Stock is the only class of equity authorized and issued by the
Corporation. Holders of the Stock have no preemptive or redemptive rights,
have no rights to convert the Stock to any preferred equity, and have equal
rights to dividends and to the Corporation's assets upon liquidation. Stock
holders have voting rights equivalent to their share holdings. The holders
of the Stock have elected three classes of Directors who serve three-year
consecutive terms. The Corporation may not call or assess its Stock
holders. The Corporation has placed no restrictions on the transfer of the
Stock. Holders of the Stock are subject to the restrictions of the Control
Share Acquisitions title of the Virginia Stock Corporation Act (Section
13.1-728.1 et seq.) This title limits the voting rights of holders of the
Stock in excess of one-fifth, one-third and one-half of the outstanding
Stock without the approval of a majority of the remaining disinterested
outstanding shares.
Item 2. Exhibits.
Copies of constituent instruments defining the rights of the holders of the
class of securities described in this filing:
1. A Copy of the Registrant's Articles of Incorporation has been previously
filed with the Commission as Exhibit 3.1 to the Annual Report on Form 10-K
for the year ended December 31, 1996 and is incorporated by reference.
2. A Copy of the Registrant's By-laws has been previously filed with the
Commission as Exhibit 3.2 to the Annual Report on Form 10-K for the year
ended December 31, 1997 and is incorporated by reference.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
FNB Corporation
(Registrant)
April 28, 1998
(date)
By:/s/ Samuel H. Tollison
Samuel H. Tollison, President and Chief Executive Officer
