UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported)
June 10, 2009
F.N.B. CORPORATION
(Exact name of registrant as specified in its charter)
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| Florida
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001-31940
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25-1255406 |
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| (State or other jurisdiction
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(Commission File Number)
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(I.R.S. Employer |
| of incorporation)
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Identification No.) |
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One F.N.B. Boulevard
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Hermitage, Pennsylvania
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16148 |
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(Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (724) 981-6000
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2009, F.N.B. Corporation (the “Corporation”) entered into an underwriting
agreement with Keefe, Bruyette & Woods, Inc., as representative of the underwriters named therein,
providing for the offer and sale in a firm commitment underwritten offering of 21.0 million shares
of the Corporation’s common stock at a price to the public of $5.50 per share ($5.225 per share,
net of underwriting discount). In addition, the Corporation granted the underwriters an option
exercisable for 30 days to purchase up to 3.15 million additional shares of common stock from the
Corporation at the offering price, less underwriting discounts and commissions, to cover
overallotments.
The shares of common stock being offered have been registered under the Securities Act of
1933, or the Securities Act, pursuant to registration statement on Form S-3 (Registration File No.
333-159168) dated May 12, 2009, as supplemented by the Prospectus Supplement dated June 10, 2009,
or the Registration Statement. Closing of the sale of the shares of common stock is scheduled for
June 16, 2009.
In the underwriting agreement, the Corporation agreed to indemnify the underwriters against
certain liabilities, including liabilities under the Securities Act, or to contribute to payments
the underwriters may be required to make because of any of those liabilities. A copy of the
underwriting agreement is included as Exhibit 1.1 to this Form 8-K report and is incorporated
herein by reference.
In addition, the opinion and consent of Duane Morris LLP as to the validity of the shares of
the Corporation’s common stock offered pursuant to the Registration Statement and the prospectus
supplement dated June 10, 2009 is incorporated by reference into the Registration Statement as an
exhibit thereto.
Item 8.01. Other Events.
On June 10, 2009, the Corporation issued a press release announcing the pricing terms of its
previously announced common stock offering of 21.0 million shares to be sold by the Corporation
with Keefe, Bruyette & Woods, Inc. as representative of the underwriters. A copy of the press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.