As filed with the Securities and Exchange Commission on December 21, 2020
Registration Nos. 333-177050
333-192414
333-213776
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 6 on Form S-3 to
Form S-4
Registration Statement No. 333-177050
Post-Effective Amendment No. 6 on Form S-3 to
Form S-4
Registration Statement No. 333-192414
Post-Effective Amendment No. 2 on Form S-3 to
Form S-4
Registration Statement No. 333-213776
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 of incorporation or organization) | | (I.R.S. employer identification number) |
One North Shore Center
12 Federal Street
Pittsburgh, Pennsylvania 15212
(800) 555-5455
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
F.N.B. Corporation/Parkvale Financial Corporation 1993 Key Employee Stock Compensation Plan
F.N.B. Corporation/Parkvale Financial Corporation 1993 Directors’ Stock Option Plan
F.N.B. Corporation/Parkvale Financial Corporation Amended and Restated 2004 Stock Incentive Plan
F.N.B. Corporation/BCSB Bancorp, Inc. 1999 Stock Option Plan, as Amended and Restated
F.N.B. Corporation/BCSB Bancorp, Inc. 2009 Equity Incentive Plan
F.N.B. Corporation/Premier Commercial Bank Director Stock Option Plan
F.N.B. Corporation/Premier Commercial Bank Employee Stock Option Plan
F.N.B. Corporation/American Community Bank 2001 Incentive Compensation Plan
F.N.B. Corporation/Yadkin Valley Financial Corporation 1999 Stock Option Plan
F.N.B. Corporation/VSB Omnibus Stock Ownership and Long Term Incentive Plan
F.N.B. Corporation/Patriot State Bank 2007 Incentive Stock Option Plan
(Full Titles of the Plans)
Vincent J. Delie, Jr.
President and Chief Executive Officer
F.N.B. Corporation
One North Shore Center
12 Federal Street
Pittsburgh, Pennsylvania 15212
(800) 555-5455
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | | | | | |
| Large accelerated filer | | ☒ | | Accelerated filer | | ☐ |
| | | |
| Non-accelerated filer | | ☐ | | Smaller reporting company | | ☐ |
| | | |
| | | | Emerging growth company | | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨ ☐
