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): August 15, 2016
F.N.B CORPORATION
(Exact name of registrant as specified in its charter)
FLORIDA
(State or Other Jurisdiction of Incorporation)
| 001-31940 | 25-1255406 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 12 Federal Street, One North Shore Center, Pittsburgh, PA | 15212 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
(800) 555-5455
(Registrant’s telephone number, including area code)
(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 (see General Instructions A.2. below):
| x | 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)) |
INFORMATION TO BE INCLUDED IN THE REPORT
| Item 7.01 | Regulation FD Disclosure. |
F.N.B. Corporation (the “Company” or “F.N.B.”) is furnishing the investor presentation materials attached hereto as Exhibit 99.1, which are to be used by F.N.B. management in meetings with investors, analysts and others beginning on August 15, 2016. The presentation materials will be posted on the Company’s website, www.fnbcorporation.com. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, unless specifically identified as being incorporated therein by reference.
| Item 8.01. | Other Items. |
The information regarding the Company’s investor presentation materials set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference in this Item 8.01.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit # |
Description | |
| 99.1 | F.N.B. Corporation Investor Presentation – Third Quarter 2016, dated August 15-16, 2016. | |
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.
| F.N.B. CORPORATION | ||||||
| (Registrant) | ||||||
| By: | /s/ Vincent J. Calabrese, Jr. | |||||
| Name: | Vincent J. Calabrese, Jr. | |||||
| Title: | Chief Financial Officer | |||||
| (Principal Financial Officer) | ||||||
Dated: August 16, 2016