As filed with the Securities and Exchange Commission on December 16, 1997.
Registration No. 333-
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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
ONE F.N.B. BOULEVARD
HERMITAGE, PA 16148
(Address of Principal (zip code)
Executive Offices)
STOCK OPTIONS ASSUMED IN ACQUISITION OF
MERCANTILE BANK OF SOUTHWEST FLORIDA
(Full Title of Plan)
____________________
PETER MORTENSEN
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
F.N.B. CORPORATION
ONE F.N.B. BOULEVARD
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
Maximum Maximum
Amount Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share (1) Price (2) Fee
- --------------------------------------------------------------------------------
Common Stock,
par value
$2.00 per share 34,444 $26.14 $595,616 $175.71
shares
(1) Maximum option exercise price of stock options with exercise prices
in the range from $13.91 to $26.14.
(2) Calculated pursuant to rule 457(h) based on the option exercise
prices and number of shares issuable at each price.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by 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, 1996;
2. FNB's Quarterly Report on Form 10-Q for the quarters ended
March 31, 1997, June 30, 1997 and September 30, 1997;
3. The Corporation's Current Reports Form 8-K filed January 24, 1997,
March 5, 1997, April 22, 1997 and July 22, 1997;
4. 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 23, 1997; and
5. 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.
All documents subsequently filed by FNB with the Commission pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the
date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be
deemed to be incorporated in the Registration Statement and to be a part
thereof from the date of filing of such document.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The consolidated financial statements of FNB at December 31, 1996
and 1995, and for each of the three years in the period ended December 31, 1996,
have been audited by Ernst & Young LLP, independent auditors, as set forth in
their report thereon, included in FNB's Current Report on Form 8-K dated
July 22, 1997 and incorporated herein by reference, which is based in part on
the reports of Hill, Barth & King, Inc., independent auditors who audited
Southwest Banks, Inc., and Coopers & Lybrand L.L.P., independent auditors,
who audited West Coast Bancorp, Inc. The financial statements referred to
above are incorporated herein by reference in reliance upon such reports
given upon the authority of such firms as experts in accounting and auditing.
The legality of the securities which are the subject of this
registration statement will be passed upon by Cohen & Grigsby, P.C.,
Pittsburgh, Pennsylvania, counsel to FNB.
<PAGE>
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:
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:
<PAGE>
(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.
The foregoing is only a general summary of certain aspects of
Pennsylvania law dealing with the indemnification of directors and officers
and does not purport to be complete. It is qualified in its entirety by
reference to the relevant statutes which contain detailed specific provisions
regarding the circumstances under which and the person for whose benefit
indemnification shall or may be made and accordingly are incorporated herein
by reference.
<PAGE>
ITEM 8. EXHIBITS.
5.1 Opinion of Cohen & Grigsby, P.C. regarding legality of the
securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1)
24 Power of Attorney (included on signature pages of this
Registration Statement)
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 to the
extent the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Corporation
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.
<PAGE>
(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 Corporation'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.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Corporation 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 December 16, 1997.
F.N.B. CORPORATION
By /s/ Peter Mortensen
--------------------------------------
Peter Mortensen, Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT, 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 December 16, 1997
- -------------------------- Executive Officer and Director
Peter Mortensen (Principal Executive Officer)
/s/ Stephen J. Gurgovits Executive Vice President December 16, 1997
- -------------------------- and Director
Stephen J. Gurgovits
/s/ Gary L. Tice Chief Operating Officer December 16, 1997
- -------------------------- Executive Vice President
Gary L. Tice and Director
/s/ William J. Rundorff Executive Vice President December 16, 1997
- -------------------------
William J. Rundorff
/s/ John D. Waters Vice President and CFO December 16, 1997
- ------------------------- (Pricipal Financial and
John D. Waters Accounting Officer)
/s/ W. Richard Blackwood Director December 16, 1997
- -------------------------
W. Richard Blackwood
<PAGE>
/s/ William B. Campbell Director December 16, 1997
- -------------------------
William B. Campbell
/s/ Charles T. Cricks Director December 16, 1997
- -------------------------
Charles T. Cricks
/s/ Henry M. Ekker Director December 16, 1997
- -------------------------
Henry M. Ekker
/s/ Thomas C. Elliot Director December 16, 1997
- -------------------------
Thomas C. Elliott
/s/ Thomas W. Hodge Director December 16, 1997
- -------------------------
Thomas W. Hodge
/s/ James S. Lindsey Director December 16, 1997
- -------------------------
James S. Lindsey
/s/ Paul P. Lynch Director December 16, 1997
- -------------------------
Paul P. Lynch
/s/ Edward J. Mace Director December 16, 1997
- -------------------------
Edward J. Mace
/s/ Robert S. Moss Director December 16, 1997
- -------------------------
Robert S. Moss
/s/ Richard C. Myers Director December 16, 1997
- -------------------------
Richard C. Myers
/s/ John R. Perkins Director December 16, 1997
- -------------------------
John R. Perkins
/s/ William A. Quinn Director December 16, 1997
- -------------------------
William A. Quinn
/s/ George A. Seeds, Jr. Director December 16, 1997
- -------------------------
George A. Seeds, Jr.
<PAGE>
/s/ William J. Strimbu Director December 16, 1997
- -------------------------
William J. Strimbu
/s/ Archie O. Wallace Director December 16, 1997
- -------------------------
Archie O. Wallace
/s/ Joseph M. Walton Director December 16, 1997
- -------------------------
Joseph M. Walton
/s/ James T. Weller Director December 16, 1997
- -------------------------
James T. Weller
/s/ Eric J. Werner Director December 16, 1997
- -------------------------
Eric J. Werner
/s/ R. Benjamin Wiley Director December 16, 1997
- -------------------------
R. Benjamin Wiley
/s/ Donna C. Winner Director December 16, 1997
- -------------------------
Donna C. Winner
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Cohen & Grigsby, P.C. regarding
legality of the securities
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hill, Barth & King, Inc.
23.3 Consent of Coopers & Lybrand L.L.P.
23.4 Consent of Cohen & Grigsby, P.C. (included in Exhibit 5.1)
<PAGE>
Exhibit 5.1
OPINION OF COHEN & GRIGSBY, P.C.
December 15, 1997
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, PA 16148
Gentlemen:
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 December 16, 1997, relating to the issuance and
sale of up to 34,444 shares of its Common Stock to be issued under that certain
stock option plan assumed by FNB in the acquisition of Mercantile Bank of
Southwest Florida (the "Assumed Stock Options"). 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 upon exercise of an Assumed Stock Option and
upon payment of the consideration therefor, will be validly issued, fully-paid
and non-assessable shares of Common Stock of FNB.
We consent to the inclusion of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in Part II of 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 truly,
/s/ COHEN & GRIGSBY, P.C.
COHEN & GRIGSBY, P.C.
<PAGE>
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement (Form S-8) of F.N.B. Corporation for the registration
of 34,444 shares of its common stock and to the incorporation by reference
therein of our report dated July 3, 1997 with respect to the consolidated
financial statements of F.N.B. Corporation included in its Current Report
on Form 8-K dated July 22, 1997 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG, LLP
Pittsburgh, Pennsylvania
December 11, 1997
<PAGE>
EXHIBIT 23.2
CONSENT OF HILL, BARTH & KING, INC., INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in this
Registration Statement and related Prospectus of F.N.B. Corporation on
Form S-8 and to the incorporation by reference therein of our report dated
January 22 , 1997 relating to the consolidated financial statements of Southwest
Banks, Inc. which have been incorporated into the consolidated financial
statements of F.N.B. Corporation and Subsidiaries for the year ended
December 31, 1996 by reference in the Current Report on Form 8-K dated
July 22, 1997.
/s/ HILL, BARTH & KING, INC.
HILL, BARTH & KING, INC.
Certified Public Accountants
Naples, Florida
December 12, 1997
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our reports dated January 24, 1997 and January 19, 1996 included
as Exhibits 99.3 and 99.4, respectively, to F.N.B. Corporation's Form 8-K
filed July 22, 1997, with respect to our audits of the consolidated financial
statements of West Coast Bancorp, Inc. for the years ended December 31, 1996
and 1995 and the year ended December 31, 1994, respectively. We also consent
to the reference to our firm under the caption "Interests of Named Experts and
Counsel."
/s/ Coopers & Lybrand L.L.P
COOPERS & LYBRAND L.L.P.
Tampa, Florida
December 15, 1997
