As filed with the Securities and Exchange Commission on May 10, 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
(State or other jurisdiction of incorporation or organization)
25-1255406
(I.R.S. Employer Identification No.)
Hermitage Square
Hermitage, PA 16148
(Address of Principal Executive Offices) (zip code)
F.N.B. CORPORATION DIRECTOR'S COMPENSATION PLAN
(Full Title of Plan)
--------------------
Peter Mortensen
Chairman, President and Chief Executive 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
<TABLE>
<C> <C> <C> <C> <C>
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share price registration fee
- -----------------------------------------------------------------------------------------
Common stock, par 300,000(1) $23.44(2) $7,032,000 $2,424.83
value $2.00 per share
</TABLE>
(1) Based on the estimated maximum number of shares to be issued under the
Plan during the three year period ending May 1, 1999, calculated as of May 1,
1996 (a number of shares equal to 1% of the total issued and outstanding
shares of Common Stock of F.N.B. Corporation, calculated on a fully diluted
basis, are issuable in each year). 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.
(2) 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 May 6, 1996.
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, 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 24,
1996.
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.
The consolidated financial statements of FNB at December 31, 1995 and 1994,
and for each of the three years in the period ended December 31, 1995, have
been audited by Ernst & Young LLP, independent auditors, as set forth in their
report thereon, incorporated by reference in FNB's Annual Report on Form 10-K
for the year ended December 31, 1995 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 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 401(k) 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.
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.
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.
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 Director's Compensation Plan
(incorporated by reference to Exhibit C to the
Corporation's definitive Proxy Statement mailed to
shareholders and filed with the SEC on or about March 20,
1996 in connection with the Annual Meeting of Shareholders
held on April 24, 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 Cohen & Grigsby, P.C., included in opinion filed
as Exhibit 5.1.
24.1 Power of Attorney (see page 6).
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.
(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.
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 April 24, 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 April 24, 1996
- ------------------------- Executive Officer and Director
Peter Mortensen (Principal Executive Officer)
/s/ Stephen J. Gurgovits Executive Vice President and April 24, 1996
- ------------------------- and Director
Stephen J. Gurgovits
/s/Samuel K. Sollenberger Vice President and Director April 24, 1996
- -------------------------
Samuel K. Sollenberger
/s/William J. Rundorff Executive Vice President April 24, 1996
- -------------------------
William J. Rundorff
/s/John D. Waters Vice President and CFO April 24, 1996
- ------------------------- (Principal Financial and
John D. Waters Accounting Officer)
/s/David B. Mogle Secretary and Treasurer April 24, 1996
- --------------------------
David B. Mogle
/s/W. Richard Blackwell Director April 24, 1996
- -------------------------
W. Richard Blackwell
/s/William B. Campbell Director April 24, 1996
- -------------------------
William B. Campbell
/s/Charles T. Cricks Director April 24, 1996
- -------------------------
Charles T. Cricks
/s/Henry M. Ecker Director April 24, 1996
- -------------------------
Henry M. Ecker
/s/Thomas C. Elliott Director April 24, 1996
- -------------------------
Thomas C. Elliott
/s/Thomas W. Hodge Director April 24, 1996
- -------------------------
Thomas W. Hodge
/s/George E. Lowe Director April 24, 1996
- -------------------------
George E. Lowe
/s/Paul P. Lynch Director April 24, 1996
- -------------------------
Paul P. Lynch
/s/James B. Miller Director April 24, 1996
- -------------------------
James B. Miller
/s/Robert S. Moss Director April 24, 1996
- -------------------------
Robert S. Moss
/s/John R. Perkins Director April 24, 1996
- -------------------------
John R. Perkins
/s/William A. Quinn Director April 24, 1996
- -------------------------
William A. Quinn
/s/George A. Seeds,Jr. Director April 24, 1996
- -------------------------
George A. Seeds, Jr.
/s/William J. Strimbu Director April 24, 1996
- -------------------------
William J. Strimbu
/s/Archie O. Wallace Director April 24, 1996
- -------------------------
Archie O. Wallace
/s/Joseph M. Walton Director April 24, 1996
- -------------------------
Joseph M. Walton
/s/James T. Weller Director April 24, 1996
- -------------------------
James T. Weller
/s/Eric J. Werner Director April 24, 1996
- -------------------------
Eric J. Werner
/s/Donna C. Winner Director April 24, 1996
- -------------------------
Donna C. Winner
EXHIBIT INDEX
4.1 F.N.B. Corporation Director's Compensation Plan(incorporated by
reference to Exhibit C to the Corporation's definitive Proxy Statement
mailed to shareholders and filed with the SEC on or about March 20,
1996 in connection with the Annual Meeting of Shareholders held on
April 24, 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 Cohen & Grigsby, P.C., included in opinion filed as Exhibit
5.1.
24.1 Power of Attorney (see page 6).
EXHIBIT 5.1
May 9, 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 May 10, 1996, relating to the issuance and
sale of up to 300,000 shares of common stock, par value $2.00 per share (the
"Common Stock"), of FNB pursuant to the F.N.B. Corporation Director's
Compensation Plan. 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,
/S/Cohen & Grigsby, P.C.
COHEN & GRIGSBY, P.C.
CJR:JWE
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 Director's Compensation Plan and to
the Corporation by reference therein of our report dated February 5, 1996,
with respect to the consolidated financial statements of F.N.B. Corporation
and subsidiaries incorporated by reference in its Annual Report (Form 10-K)
for the year ended December 31, 1995, filed with the Securities and Exchange
Commission.
/s/Ernst & Young LLP
ERNST & YOUNG LLP
Pittsburgh, Pennsylvania
May 7, 1996
