As filed with the Securities and Exchange Commission on June 27, 2007

Registration No. 333 - 38376

 

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

F.N.B. CORPORATION

(Exact name of registrant as specified in its charter)

Florida		25-1255406
(State or other jurisdiction of incorporation		(I.R.S. Employer
or organization)		Identification No.)
One F.N.B. Boulevard
Hermitage, Pennsylvania		16148
(Address of Principal Executive Offices)		(Zip code)

F.N.B. Corporation
1998 Directors’ Stock Option Plan
(Full title of the plan)

Stephen J. Gurgovits
President and Chief Executive Officer
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, PA 16148
(Name and address of agent for service)

(724) 981-6000
(Telephone number, including area code, of agent for service)

 

 

DEREGISTRATION OF CERTAIN SECURITIES

     Pursuant to the Registration Statement on Form S-8 (File No. 333-38376) (the “Original Form S-8”), filed with the Securities and Exchange Commission on June 1, 2000, F.N.B. Corporation (the “Registrant”) initially registered 450,000 shares of its common stock, to be offered or sold by the Registrant pursuant to the F.N.B. Corporation 1998 Directors’ Stock Option Plan (the “1998 Plan”).

     On May 14, 2007, the shareholders of the Registrant approved the F.N.B. Corporation 2007 Incentive Compensation Plan (the “2007 Plan”). Upon approval of the 2007 Plan, no further awards will be made under the 1998 Plan.

     The Registrant is filing this Post-Effective Amendment No. 1 to the Original Form S-8 in order to deregister 353,560.2 shares previously registered under the Original Form S-8, but not issued or otherwise allocated to outstanding awards under the 1998 Plan. The Original S-8 otherwise continues in effect as to the balance of the shares of common stock available for issuance pursuant to awards previously granted under the 1998 Plan.

SIGNATURES

     The Registrant. Pursuant to the requirements of the Securities Act, 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 June 25, 2007.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated.

Signature		Title		Date
/s/ Stephen J. Gurgovits   Stephen J. Gurgovits		Director; President and Chief Executive Officer (Principal Executive Officer)		June 25, 2006
/s/ Brian F. Lilly   Brian F. Lilly		Chief Financial Officer (Principal Financial Officer)		June 25, 2006
/s/ Vincent J. Calabrese   Vincent J. Calabrese		Controller (Principal Accounting Officer)		June 25, 2006
/s/ Peter Mortensen   Peter Mortensen		Director		June 25, 2006
/s/ William B. Campbell   William B. Campbell		Director		June 25, 2006
/s/ Henry M. Ekker   Henry M. Ekker		Director		June 25, 2006
/s/ Robert B. Goldstein   Robert B. Goldstein		Director		June 25, 2006
Dawne S. Hickton		Director		June __, 2006

Signature		Title		Date
/s/ David J. Malone   David J. Malone		Director		June 25, 2006
/s/ Harry F. Radcliffe   Harry F. Radcliffe		Director		June 25, 2006
/s/ Arthur J. Rooney, II   Arthur J. Rooney, II		Director		June 25, 2006
/s/ John W. Rose   John W. Rose		Director		June 25, 2006
/s/ William J. Strimbu   William J. Strimbu		Director		June 25, 2006
/s/ Earl K. Wahl, Jr.   Earl K. Wahl, Jr.		Director		June 25, 2006