As filed with the Securities and Exchange Commission on February 15, 1996.
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under the Securities Act of 1933
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
Pennsylvania 25-1255406
(State of other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
Hermitage Square
Hermitage, PA 16148
(Address of Principal (zip code)
Executive Offices)
F.N.B. CORPORATION VOLUNTARY DIVIDEND
REINVESTMENT AND STOCK PURCHASE PLAN
(Full Title of Plan)
---------------------
John D. Waters
Vice President and Chief Financial Officer
F.N.B. Corporation
Hermitage Square
Hermitage, PA 16148
(Name and address of agent for service)
(412) 981-6000
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share price fee
- --------------- ------------ --------- --------- ------------
Common stock, 2,000 $21.00 (1) $42,000 $100.00
par value
$2.00 per share
(1) Estimated solely for the purposes of calculating the registration fee:
Calculated pursuant to Rule 457(c) based upon the market value per share of
F.N.B. Corporation common stock as of February 9, 1996.
(2) There are also being registered hereunder such number of additional
shares of Common Stock which may become available for purchase in accordance
with the provisions of the Plan in the event of any change in the outstanding
shares of F.N.B. Corporation, including a stock dividend or stock split.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by F.N.B. Corporation ("FNB" or the
"Corporation") with the Securities and Exchange Commission (the "Commission")
are incorporated by reference into this Registration Statement:
1. FNB's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994 and its quarterly reports on Form 10-Q for
the fiscal quarter ended March 31, 1995, June 30, 1995 and
September 30, 1995.
2. FNB's definitive Proxy Statement filed with the
Commission pursuant to Section 14 of the Securities Exchange Act of
1934, as amended, (the "Exchange Act"), in connection with the
Annual Meeting of Shareholders of FNB held on April 26, 1995.
3. The description of FNB's Common Stock, par value $2.00
per share (the "Common Stock"), contained in FNB's Registration
Statement filed under Section 12 of the Exchange Act, including all
amendments and reports updating such description.
4. FNB's report on Form 8-K filed with the Commission on
February 9, 1996.
The consolidated financial statements of the Corporation at
December 31, 1994 and 1993, and for each of the years then ended, incorporated
by reference in this Prospectus and Registration Statement, have been audited
by Ernst & Young LLP, independent auditors, as set forth in their report
thereon, incorporated in the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1994 and incorporated herein by reference. As to 1993,
the report of Ernst & Young LLP is based in part on the reports of S.R.
Snodgrass, independent auditors. The consolidated financial statements for the
year ended December 31, 1992 have been audited by Hill, Barth and King, Inc,
independent auditors, as set forth in their report included in the
Corporation's Annual Report on Form 10-K for the year ended December 31, 1994
and incorporated herein by reference. The financial statements referred to
above are included in reliance upon such reports given upon the authority of
such firms as experts in accounting and auditing.
All documents subsequently filed by FNB with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of
this Registration Statement, but prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which deregisters all
such securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement. Each document incorporated by
reference into this Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such document with the
Commission until the information contained therein is superseded or updated by
any subsequently filed document which is incorporated by reference into this
Registration Statement or by any document which constitutes part of the
prospectus relating to the F.N.B. Corporation Voluntary Dividend Reinvestment
and Stock Purchase Plan meeting the requirements of Section 10(a) of the
Securities Act of 1933, as amended (the "Securities Act").
Item 4. Description of Securities.
The class of securities to be offered under the Registration
Statement is registered under Section 12 of the Exchange Act.
II-1
<PAGE>
Item 5. Interests of Named Experts and Counsel.
The legality of the securities offered hereby will be passed upon by
Cohen & Grigsby, P.C., Pittsburgh, Pennsylvania, counsel to FNB.
Item 6. Indemnification of Directors and Officers.
The effect of charter, by-law, statutory and other provisions
whereby the directors and officers of FNB may be insured or indemnified against
liability as officers and directors are set out below:
Numbered Paragraph 6.b. of the Articles of Incorporation, as
amended, of FNB provides as follows:
Directors and Officers of the Corporation shall be indemnified as of
right to the fullest extent now or hereafter 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 the Corporation or otherwise), arising out of their
service to the Corporation or to another organization at the request of
the Corporation, or because of their positions with the Corporation.
Persons who are not Directors or Officers of the Corporation may be
similarly indemnified in respect of such service to the extent authorized
at any time by the Board of Directors of the Corporation. The Corporation
may purchase and maintain insurance to protect itself and any such
Director, Officer or other person against any liability, cost or expense
asserted against or incurred by him in respect of such service, whether or
not the Corporation would have the power to indemnify him against such
liability by law or under the provisions of this paragraph. The
provisions of this paragraph shall be applicable to persons who have
ceased to be Directors or Officers, and shall inure to the benefit of the
heirs, executors and administrators of persons entitled to indemnity
hereunder.
Article IX of the Bylaws of the Corporation provides that the
Corporation shall indemnify each director and officer of the Corporation and of
its controlled subsidiaries made or threatened to be made a party to any civil,
criminal, administrative or investigative action, suit or proceeding (whether
brought by or in the name of the Corporation or otherwise) arising out of such
director's or officer's service to the Corporation or to another organization
at the Corporation's request against all expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such director and officer in connection with such action, suit or
proceeding. Indemnification shall not be made with respect to actions, suits
or proceedings where the act or omission giving rise to the claim for
indemnification has been determined to have constituted willful misconduct or
recklessness or where prohibited by law. In addition, expenses incurred by
each director and officer in defending any such action, suit or proceeding,
shall be paid by the Corporation in advance of the final disposition of such
action, suit or proceeding if an undertaking (in form and scope satisfactory to
the Corporation) shall have been furnished to the Corporation to repay amounts
so advanced if and to the extent it shall ultimately be determined that such
officer or director is not entitled to indemnification and certain other
conditions shall have been satisfied. The Corporation may purchase and
maintain insurance, create a fund of any nature, grant a security interest or
otherwise secure or insure in any manner its indemnification obligations.
II-2
<PAGE>
Section 1741 of the Pennsylvania Business Corporation Law provides
that a corporation shall (subject to the provisions described in the second
succeeding paragraph) have the power to indemnify any person who was or is a
party, or is threatened to be made a party, to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation), by
reason of the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or not-
for-profit, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with
the action or proceeding if such person acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal proceeding, had no reasonable
cause to believe his conduct was unlawful. The termination of any action or
proceeding by judgment, order, settlement or conviction, or upon a plea of nolo
contendere or its equivalent shall not of itself create a presumption that such
person did not act in good faith and in a manner which he reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had reasonable cause to believe that his
conduct was unlawful.
Section 1742 of the Pennsylvania Business Corporation Law provides
that a corporation shall (subject to the provisions described in the succeeding
paragraph) have the power to indemnify any person who was or is a party, or is
threatened to be made a party, to any threatened, pending or completed action
by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that such person is or was a representative of the
corporation, or is or was serving at the request of the corporation as a
representative of another domestic or foreign corporation for profit or not-
for-profit, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by such
person in connection with the defense or settlement of the action if such
person acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the best interests of the corporation. Indemnification shall
not be made in respect of any claim, issue or matter as to which such person
has been adjudged to be liable to the corporation unless and only to the extent
that the court of common pleas of the county in which the registered office of
the corporation is located or the court in which the action was brought
determines upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses that the court of common pleas or other
court deems proper.
Under Section 1744 of the Pennsylvania Business Corporation Law, any
such indemnification (unless ordered by a court) shall be made by the
corporation only as authorized in the specific case upon a determination that
indemnification of the representative is proper in the circumstances because
such person has met the applicable standard of conduct. Such determination
shall be made:
(1) By the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to the action or proceeding;
or
(2) If such quorum is not obtainable or, even if obtainable a
majority vote of a quorum of disinterested directors so directs, by
independent legal counsel in a written opinion; or
(3) By the shareholders.
Notwithstanding the above, Section 1743 provides that to the extent
that a representative of the corporation has been successful on the merits or
otherwise in defense of any action or proceeding referred to above, or in
defense of any claim, issue or matter therein, such person shall be indemnified
against expenses (including attorneys' fees) actually and reasonably incurred
by such person in connection therewith.
II-3
<PAGE>
Under Section 1745 of the Pennsylvania Business Corporation Law,
expenses (including attorneys' fees) incurred in defending any action or
proceeding may be paid by the corporation in advance of the final disposition
of the action or proceeding upon receipt of an undertaking by or on behalf of
the representative to repay such amount if it is ultimately determined that
such person is not entitled to be indemnified by the corporation.
Section 1746 of the Pennsylvania Business Corporation Law further
provides that the indemnification provided by Sections 1741, 1742 and 1743 and
the advancement of expenses provided by Section 1745 shall not be deemed
exclusive of any other rights to which a person seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
shareholders, disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding that
office. A corporation may create a fund of any nature, which may, but need not
be, under the control of a trustee, or otherwise secure or insure in any manner
its indemnification obligations, whether arising under or pursuant to Section
1746 or otherwise. Indemnification pursuant to Section 1746 shall not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.
Indemnification pursuant to Section 1746 under any bylaw, agreement,
vote of shareholders, or directors or otherwise may be granted for any action
taken or any failure to take any action and may be made whether or not the
corporation would have the power to indemnify the person under any other
provision of law except as provided in such Section 1746 and whether or not the
indemnified liability arises or arose from any threatened, pending or completed
action by or in the right of the corporation. Section 1746 declares such
indemnification to be consistent with the public policy of Pennsylvania.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 F.N.B. Corporation Voluntary Dividend Reinvestment and Stock
Purchase Plan (incorporated by reference to the Registrant's
registration statement on Form S-3, No. 33-72532, filed on
December 7, 1993, and Post-Effective Amendment No. 1 thereto
filed on February 14, 1996).
5.1 Opinion of Cohen & Grigsby, P.C. regarding legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Hill, Barth & King.
23.3 Consent of Cohen & Grigsby, P.C., included in opinion filed
as Exhibit 5.1.
24.1 Power of Attorney (see page II-7)
II-4
<PAGE>
Item 9. Undertakings.
(a) Rule 415 Offering undertaking:
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, 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)(l)(i) and (a)(l)(ii) do not apply if the
registration statement is on Form S-3 or Form S-8 and the information required
to be included in a post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrants pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each 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) Filings Incorporating Subsequent Exchange Act Documents by
Reference undertaking:
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 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.
II-5
<PAGE>
(c) Filing of Registration Statement on Form S-8 undertaking:
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.
II-6
<PAGE>
SIGNATURES
The Registrant. 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 February 13, 1996.
F.N.B. CORPORATION
By /s/Peter Mortensen
-------------------------------------
Peter Mortensen, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Peter Mortensen, John D. Waters and
William J. Rundorff, and each of them, his true and lawful attorneys-in-fact
and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this registration
statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, as fully and to all intents and purposes as he might do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or either of them, or their or his substitutes, may lawfully do or cause
to be done by virtue thereof.
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.
/s/Peter Mortensen Chairman, President, Chief February 13, 1996
- ---------------------------- Executive Officer and Director
Peter Mortensen (Principal Executive Officer)
/s/Stephen J. Gurgovits Executive Vice President February 13, 1996
- ---------------------------- and Director
Stephen J. Gurgovits
/s/Samuel K. Sollenberger Vice President and February 13, 1996
- ---------------------------- Director
Samuel K. Sollenberger
/s/William J. Rundorff Executive Vice President February 13, 1996
- ----------------------------
William J. Rundorff
/s/John D. Waters Vice President and CFO February 13, 1996
- ---------------------------- (Principal Financial and
John D. Waters Accounting Officer)
II-7
<PAGE>
/s/David B. Mogle Secretary and Treasurer February 13, 1996
- ----------------------------
David B. Mogle
/s/W. Richard Blackwood Director February 13, 1996
- ----------------------------
W. Richard Blackwood
/s/William B. Campbell Director February 13, 1996
- ----------------------------
William B. Campbell
/s/Charles T. Cricks Director February 13, 1996
- ----------------------------
Charles T. Cricks
/s/Henry M. Ekker Director February 13, 1996
- ----------------------------
Henry M. Ekker
/s/Thomas C. Elliott Director February 13, 1996
- ----------------------------
Thomas C. Elliott
/s/Thomas W. Hodge Director February 13, 1996
- ----------------------------
Thomas W. Hodge
/s/George E. Lowe Director February 13, 1996
- ----------------------------
George E. Lowe
/s/Paul P. Lynch Director February 13, 1996
- ----------------------------
Paul P. Lynch
/s/James B. Miller Director February 13, 1996
- ----------------------------
James B. Miller
/s/Robert S. Moss Director February 13, 1996
- ----------------------------
Robert S. Moss
/s/John R. Perkins Director February 13, 1996
- ----------------------------
John R. Perkins
II-8
<PAGE>
/s/William A. Quinn Director February 13, 1996
- ----------------------------
William A. Quinn
/s/George A. Seeds, Jr. Director February 13, 1996
- ----------------------------
George A. Seeds, Jr.
Director February __, 1996
- ----------------------------
William J. Strimbu
/s/Archie O. Wallace Director February 13, 1996
- ----------------------------
Archie O. Wallace
/s/Joseph M. Walton Director February 13, 1996
- ----------------------------
Joseph M. Walton
Director February __, 1996
- ----------------------------
James T. Weller
/s/Eric J. Werner Director February 13, 1996
- ----------------------------
Eric J. Werner
/s/Donna C. Winner Director February 13, 1996
- ----------------------------
Donna C. Winner
II-9
<PAGE>
EXHIBIT INDEX
4.1 F.N.B. Corporation Voluntary Dividend Reinvestment and Stock
Purchase Plan (incorporated by reference to the Registrant's
registration statement on Form S-3, No. 33-72532, filed on December
7, 1993, and Post-Effective Amendment No. 1 thereto filed on
February 15, 1996).
5.1 Opinion of Cohen & Grigsby, P.C. regarding legality of the
securities being registered.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Hill, Barth & King.
23.3 Consent of Cohen & Grigsby, P.C., included in opinion filed as
Exhibit 5.1.
24.1 Power of Attorney (see page II-7).
<PAGE>
EXHIBIT 5.1
February 14, 1996
To the Board of Directors
of F.N.B. Corporation
We refer to the Form S-8 Registration Statement under the
Securities Act of 1933 to be filed by F.N.B. Corporation ("FNB") with the
Securities and Exchange Commission on or about February 14, 1996, relating to
the issuance and sale of 2,000 shares of common stock, par value $2.00 per
share (the "Common Stock"), of FNB. We have acted as counsel to FNB in
connection with the preparation and filing of such Registration Statement, and
have examined such records, certificates and documents as we deemed relevant
and necessary as a basis for the opinion set forth below.
Based upon the foregoing, we are of the opinion that the shares of
Common Stock to be issued, when issued in accordance with the terms of the
Registration Statement, will be validly issued, fully-paid and non-assessable
shares of Common Stock of FNB.
We hereby consent to the reference to us in the Prospectus of FNB
constituting part of FNB's Registration Statement on Form S-8 to be filed with
the Securities and Exchange Commission registering the Common Stock, and to the
inclusion of this letter as an exhibit to the Registration Statement.
This Opinion Letter is governed by, and shall be interpreted in
accordance with, the Legal Opinion Accord (the "Accord") of the ABA Section of
Business Law (1991) as supplemented or modified by Part I, together with the
Forward and Glossary of the Pennsylvania Third Party Legal Opinion Supplement
(the "Pennsylvania Supplement") of the PBA Section of Corporation, Banking and
Business Law (1992). As a consequence, it is subject to a number of
qualifications, exceptions, definitions, limitations on coverage and other
limitations, all as more particularly described in the Accord and the
Pennsylvania Supplement, and this Opinion Letter should be read in conjunction
therewith. Unless otherwise indicated, capitalized terms used in this Opinion
that are defined in the Accord or the Pennsylvania Supplement will have the
same meanings in this Opinion as the meanings set forth in the Accord or the
Pennsylvania Supplement, respectively (and, to the extent of a conflict between
the same, priority shall be given to the Accord and the Pennsylvania Supplement
in that order).
Yours very truly,
COHEN & GRIGSBY, P.C.
CJR:JWE
129803
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm in the Registration Statement on Form
S-8 pertaining to the F.N.B. Corporation Voluntary Dividend Reinvestment and
Stock Purchase Plan and incorporation by reference therein of our report dated
February 6, 1995, with respect to the consolidated financial statements of
F.N.B. Corporation incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1994, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
February 12, 1996
<PAGE>
EXHIBIT 23.2
CONSENT OF HILL, BARTH & KING, INC., INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectus of F.N.B. Corporation
for the registration of 2,000 shares of common stock, par value $2.00 per
share, of F.N.B. Corporation and to the incorporation by reference therein of
our report dated February 8, 1993, with respect to the consolidated financial
statements of F.N.B. Corporation and subsidiaries included in its Annual Report
(Form 10-K) for the year ended December 31, 1992, filed with the Securities and
Exchange Commission.
/s/Hill, Barth & King, Inc.
HILL, BARTH & KING, INC
Sharon, Pennsylvania
February 13, 1996
<PAGE>
