SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported) March 15, 2006
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FNB Corp.
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-13823 56-1456589
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
101 Sunset Avenue, Asheboro, North Carolina 27203
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (336) 626-8300
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
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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 (see General Instructions A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On March 15, 2006, FNB Corp. conducted a special meeting of shareholders to
approve the agreement and plan of merger dated as of September 18, 2005 by
and between FNB Corp. and Integrity Financial Corporation. The FNB Corp.
shareholders approved the merger agreement at the meeting as well as a
proposal to amend FNB Corp.'s articles of incorporation to increase the
authorized number of shares of FNB Corp. common stock from 10,000,000 to
50,000,000. The shareholders of Integrity Financial Corporation also
approved the merger agreement at a special meeting held on March 15, 2006.
Pending receipt of approval by the Board of Governors of the Federal
Reserve System, the merger is expected to close in April 2006. FNB Corp.,
which will be the surviving corporation in the merger, will be known as FNB
United Corp. following the closing of the transaction.
A press release dated March 15, 2006, announcing the approval of the
agreement and plan of merger by the shareholders of each of FNB Corp. and
Integrity Financial Corporation, is attached as Exhibit 99.1 to the report
and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
Exhibits:
99.1 Press release dated March 15, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
FNB CORP.
Date: March 16, 2006 By /s/ Jerry A. Little
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Jerry A. Little
Secretary and Treasurer