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As filed with the Securities and Exchange Commission on May 12, 2000
Registration No.: 333-2524
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
___________
FNB CORPORATION
---------------
(Exact name of Registrant as specified in its charter)
Virginia 54-1791618
-------- ----------
(State of Incorporation (IRS Employer Identification No.)
or Organization)
Christiansburg, Virginia
------------------------
24068
-----
(Address of Principal Executive Offices) (Zip Code)
FNB CORPORATION 2000 INCENTIVE STOCK PLAN
(Full name of the Plan)
___________
J. Daniel Hardy, Jr. Copy to: Wallace M. Starke, Esq.
President and Chief Executive Officer Fred W. Palmore, III, Esq.
FNB Corporation Mays & Valentine, L.L.P.
105 Arbor Drive 1111 East Main St.
Christiansburg, Virginia 24068 Bank of America Center
Telephone: (540) 382-4951 Richmond, Virginia 23219
--------------------------- Telephone: (804) 697-1396
(Name and Address of Agent for Service Process) --------------------------
Approximate date of proposed commencement of sales pursuant to the Plan: Upon
effectiveness of this Registration Statement.
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Title of Securities Amount to be Offering Price Aggregate Amount of
to be Registered Registered Per Share (1) Offering Price (1) Registration Fee
- ------------------------- ------------ --------------- ------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock
$5.00 par value 400,000 $17.00 $6,800,000 $1,795.20
</TABLE>
- --------------------------------------------------------------------------------
(1) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as
amended, on the basis of $17.00 per share. The proposed maximum offering price
per share of $17.00 was calculated based on the average of the bid and asked
prices of the shares of the Registrant as reported on the NASDAQ National Market
System on May 9, 2000.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
FNB Corporation (the "Company") will furnish shareholders with annual
reports containing audited financial statements and with quarterly reports
containing unaudited financial statements for the first three quarters of each
fiscal year. Copies of these documents, and any other communications sent to
the Company's shareholders generally, also will be furnished to all persons
eligible to participate in the Plan.
The Company hereby incorporates herein by reference the following documents
filed by the Company with the Commission:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,1999,
filed pursuant to Section 13 of the Securities Exchange Act of 1934;
(b) Quarterly Report on Form 10-Q for the Quarter ended March 31, 2000
filed pursuant to Section 13 of the Securities Exchange Act of 1934; and
(c) The description of the Company's Common Stock contained in the
"Description of Capital Stock" in the Company's Proxy Statement/Prospectus filed
as part of the Registration Statement on Form S-4, Registration No. 333-2524,
with the Securities and Exchange Commission on May 3, 1996 is hereby
incorporated by reference.
All documents filed by the Company after the date of this Registration
Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective amendment which
indicates that all the Company's Common Stock offered hereby has been sold or
which deregisters such Company Common Stock then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such 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.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
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
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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 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
An index of Exhibits appears at page II-5 hereof.
Item 9. 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 Section10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represents 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;
provided, however, that paragraphs (a)(1)(i) and(a)(1)(ii)
shall not apply to information contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in this 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.
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(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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) 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 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 of whether such indemnification by it
is against policy as expressed in the Securities Act of 1933 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 undersigned
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, on the 9th day of May, 2000.
FNB CORPORATION
Christiansburg, Virginia
By: /s/ J. Daniel Hardy, Jr.
------------------------
J. Daniel Hardy, Jr.
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 and Chief Executive Officer
(Principal Executive Officer)
/s/ J. Daniel Hardy, Jr. and Director May 9, 2000
- ---------------------------
J. Daniel Hardy, Jr.
Chief Financial Officer (Principal
/s/ Daniel A. Becker Financial and Accounting Officer) May 9, 2000
- ---------------------------
Daniel A. Becker
/s/ Kendall O. Clay Director May 9, 2000
-------------------
Kendall O. Clay
/s/ Daniel D. Hamrick Director May 9, 2000
---------------------
Daniel D. Hamrick
/s/ Joan H. Munford Director May 9, 2000
-------------------
Joan H. Munford
/s/ Douglas Covington Director May 9, 2000
---------------------
Douglas Covington
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EXHIBIT INDEX
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<CAPTION>
Exhibit Description Exhibit Number
- ------------------------------------------------- -------------------------------------
<S> <C>
Articles of Incorporation 4.1 (Incorporated by reference from
Registrant's exhibit 3.1 to the
Annual Report on Form 10-K for the
year ended December 31, 1996, filed
March 31, 1997)
Bylaws 4.2 (Incorporated by reference from
Registrant's exhibit 3.2 to the
Annual Report on Form 10-K for the
year ended December 31, 1997, filed
March 27, 1998)
FNB Corporation 2000 Incentive Stock Plan, filed 4.3
herewith
Opinion of Mays & Valentine, L.L.P. dated May 5
11, 2000, with respect to the validity of the
Common Stock, filed herewith
Consent of McLeod & Company, Independent 23.1
Certified Public Accountants dated May 9, 2000,
filed herewith.
Consent of Mays & Valentine, L.L.P. dated May 23.2
11, 2000, contained in their opinion filed as
Exhibit 5 hereto
</TABLE>
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Exhibit 4.3
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FNB CORPORATION
2000 INCENTIVE STOCK PLAN
-------------------------
ARTICLE 1
Establishment, Purpose, and Duration
1.1 Establishment of the Plan. FNB Corporation, a Virginia corporation
-------------------------
(the "Company") hereby establishes an incentive compensation plan to be known as
the "FNB Corporation 2000 Incentive Stock Plan", as set forth in this document.
Unless otherwise defined herein, all capitalized terms shall have the meanings
set forth in Section 2.1 herein. The Plan permits the grant of Incentive Stock
Options, Non-qualified Stock Options, Stock Appreciation Rights and Stock
Awards.
The Plan was adopted by the Board of Directors on, and shall become
effective, as of February 15, 2000 (the "Effective Date"), subject to the
approval by vote of shareholders of the Company in accordance with applicable
laws. Awards may be granted prior to shareholder approval of the Plan, but each
such Award shall be subject to the approval of the Plan by the shareholders.
1.2 Purpose of the Plan. The purpose of the Plan is to promote the
-------------------
success of the Company and its Subsidiaries by providing incentives to Key
Employees that will promote the identification of their personal interest with
the long-term financial success of the Company and with growth in shareholder
value. The Plan is designed to provide flexibility to the Company in its
ability to motivate, attract, and retain the services of Key Employees upon
whose judgment, interest, and special effort the successful conduct of its
operation is largely dependent. The Plan is also intended to promote a greater
identity of interest between Non-Employee Directors and the Company's
shareholders by increasing the Non-Employee Director's proprietary interest in
the Company through receipt of Awards as additional compensation or in lieu of
cash payments for a portion of each Non-Employee Director's fees.
1.3 Duration of the Plan. The Plan shall commence on the Effective Date,
--------------------
as described in Section 1.1 herein, and shall remain in effect, subject to the
right of the Board of Directors to terminate the Plan at any time pursuant to
Article 12 herein, until February 14, 2010 (the "Term"), at which time it shall
terminate except with respect to Awards made prior to, and outstanding on, that
date which shall remain valid in accordance with their terms.
ARTICLE 2
Definitions
2.1 Definitions. Except as otherwise defined in the Plan, the following
-----------
terms shall have the meanings set forth below:
(a) "Agreement" means a written agreement implementing the grant of
each Award signed by an authorized officer of the Company and by the
Participant.
(b) "Automatic Grant Date" means the first business day after the
first meeting of the Board of Directors of the Company following each
annual meeting of stockholders of the Company during the Term.
(c) "Award" means, individually or collectively, a grant under this
Plan of Automatic Options, Automatic Stock Awards, Incentive Stock Options,
Non-qualified Stock Options, Stock Appreciation Rights, Stock Awards, and
Stock Payment Awards. Automatic Options and Automatic Stock Awards are
collectively referred to as "Automatic Awards."
-1-
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Exhibits 5 and 23.2
-------------------
[Mays & Valentine, L.L.P. Letterhead]
May 11, 2000
Board of Directors
FNB Corporation
105 Arbor Street
Christiansburg, Virginia 24068
FNB Corporation 2000 Incentive Stock Plan
-----------------------------------------
Gentlemen:
This letter is delivered to you in connection with the actions taken and
proposed to be taken by FNB Corporation, a Virginia corporation ("FNB"), with
respect to the FNB Corporation 2000 Incentive Stock Plan (the "Plan"). As
counsel to FNB, we have reviewed the registration statement on Form S-8 (the
"Registration Statement") to be filed by FNB on or about May 11, 2000, with the
Securities and Exchange Commission to effect the registration of 400,000 shares
of common stock of FNB under the Securities Act of 1933, as amended (the "Act")
for issuance under the Plan.
In this regard, we have examined the Articles of Incorporation and Bylaws
of FNB, records of proceedings of the Board of Directors of FNB, the Plan and
such other records and documents as we have deemed necessary or advisable in
connection with the opinions set forth herein. In addition, we have relied as
to certain matters on information obtained from public officials, officers of
FNB and other sources believed by us to be reliable.
Based upon our examination and inquiries, we are of the opinion that the
shares which constitute original issuance securities will, when issued pursuant
to the terms and conditions of the Plan, be validly issued, fully paid and
nonassessable. The foregoing opinion is limited to the laws of the Commonwealth
of Virginia and we express no opinion as to the effect of the laws of any other
jurisdiction.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Mays & Valentine, L.L.P.
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement on
Form S-8 of our report dated January 31, 2000 on our audits of the consolidated
financial statements of FNB Corporation and subsidiaries as of December 31, 1999
and 1998, and for the periods ended December 31, 1999, 1998, and 1997.
McLEOD & COMPANY
Roanoke, Virginia
May 9, 2000
