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<SEC-DOCUMENT>0000950152-05-001657.txt : 20050301
<SEC-HEADER>0000950152-05-001657.hdr.sgml : 20050301
<ACCEPTANCE-DATETIME>20050301164136
ACCESSION NUMBER:		0000950152-05-001657
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		4
FILED AS OF DATE:		20050301
DATE AS OF CHANGE:		20050301
EFFECTIVENESS DATE:		20050301

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FNB CORP/FL/
		CENTRAL INDEX KEY:			0000037808
		STANDARD INDUSTRIAL CLASSIFICATION:	NATIONAL COMMERCIAL BANKS [6021]
		IRS NUMBER:				251255406
		STATE OF INCORPORATION:			FL
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		S-8
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-123068
		FILM NUMBER:		05650794

	BUSINESS ADDRESS:	
		STREET 1:		F.N.B. CORPORATION
		STREET 2:		ONE F.N.B. BOULEVARD
		CITY:			HERMITAGE
		STATE:			PA
		ZIP:			16148
		BUSINESS PHONE:		724-981-6000

	MAIL ADDRESS:	
		STREET 1:		F.N.B. CORPORATION
		STREET 2:		ONE F.N.B. BOULEVARD
		CITY:			HERMITAGE
		STATE:			PA
		ZIP:			16148

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	FNB CORP/PA
		DATE OF NAME CHANGE:	19920703

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	CITIZENS BUDGET CO
		DATE OF NAME CHANGE:	19750909
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>j1248901sv8.txt
<DESCRIPTION>F.N.B. CORPORATION               S-8
<TEXT>
<PAGE>

      As filed with the Securities and Exchange Commission on March 1, 2005

                                            Registration No. 333-
                                                                 --------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    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                              (I.R.S. employer
incorporation or organization)                              identification no.)

               One F.N.B. Boulevard
              Hermitage, Pennsylvania                           16148
         -------------------------------                      ----------
     (Address of principal executive offices)                 (Zip code)

           F.N.B. Corporation/NSD Bancorp, Inc. 1994 Stock Option Plan
                      F.N.B. Corporation/NSD Bancorp, Inc.
                  1994 Non-Employee Director Stock Option Plan
     F.N.B. Corporation/NSD Bancorp, Inc. 2004 Omnibus Stock Incentive Plan
- --------------------------------------------------------------------------------
                           (Full titles of the plans)

                              Stephen J. Gurgovits
                      President and Chief Executive Officer
                               F.N.B. Corporation
                              One F.N.B. Boulevard
                          Hermitage, Pennsylvania 16148
                                 (724) 981-6000
 -------------------------------------------------------------------------------
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                    Copy to:

                            Frederick W. Dreher, Esq.
                                Duane Morris LLP
                             4200 One Liberty Place
                             Philadelphia, PA 19103
                                 (215) 979-1234

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
                                                                Proposed           Proposed
                                                                 maximum            maximum
                                                                offering           aggregate          Amount of
       Title of securities             Amount to be               price             offering         registration
        to be registered             registered (1)(2)         per share(3)         price(3)            fee(1)
- -------------------------------------------------------------------------------------------------------------------
<S>                                  <C>                     <C>               <C>                      <C>
Common Stock, $0.01 par value         149,009 shares                N/A         $ 1,615,577.87           $191

- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)       Based on the number of shares of NSD Bancorp, Inc. common stock, par
          value $1.00 per share, that were reserved for issuance pursuant to
          outstanding stock options under the F.N.B. Corporation/NSD Bancorp,
          Inc. 1994 Stock Option Plan, as amended (the "1994 Plan"), the F.N.B.
          Corporation/NSD Bancorp, Inc. 1994 Non-Employee Director Stock Option
          Plan, as amended (the "Directors Plan"), and the F.N.B.
          Corporation/NSD Bancorp, Inc. 2004 Omnibus Stock Incentive Plan, as
          amended (the "Directors Plan"), respectively. These options were
          converted into the right to receive, for each option share, 1.8 shares
          of the common stock, $0.01 par value ("Common Stock"), of F.N.B.
          Corporation (the "Registrant") upon consummation of the merger
          contemplated in the Agreement and Plan of Merger dated as of October
          14, 2004 between the Registrant and NSD Bancorp, Inc.

(2)       This registration statement shall also cover any additional shares of
          Common Stock that become issuable under any of the plans being
          registered pursuant to this registration statement by reason of any
          stock dividend, stock split, recapitalization or any other similar
          transaction effected without the receipt of consideration which
          results in an increase in the number of outstanding shares of Common
          Stock.

(3)       Determined pursuant to Rule 457(h) under the Securities Act of 1933,
          as amended, based on the exercise prices of the outstanding options.
          There will be no further grants under the 1994 Plan, Directors Plan or
          the 2004 Plan.



<PAGE>


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The following documents previously filed with the Securities and
Exchange Commission (the "SEC") by the Registrant (SEC File No. 001-31940) under
the Securities Exchange Act of 1934 (the "Exchange Act") are incorporated by
reference into this Registration Statement:

         The Registrant's Annual Report on Form 10-K for the year ended December
31, 2003;

         The Registrant's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2004, June 30, 2004 and September 30, 2004; and

         The Registrant's Current Reports on Form 8-K filed April 19, 2004, May
6, 2004, July 21, 2004, August 2, 2004, October 15, 2004, October 20, 2004,
January 11, 2005 and January 20, 2005; and

         The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed pursuant to Section 12 of the Exchange
Act, and any amendment or report filed for the purpose of updating such
description.

         All reports or other documents filed pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement, in each case filed by the Registrant prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such reports and documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for the purposes of this
Registration Statement to the extent that a statement contained herein or in any
other subsequently filed document, that also is or is deemed to be incorporated
herein by reference, modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement.

Item 4.  Description of Securities.

         No answer to this item is required because the class of securities to
which this Registration Statement relates is registered under Section 12 of the
Exchange Act.


                                      II-1
<PAGE>

Item 5.  Interests of Named Experts and Counsel.

         Certain legal matters with respect to the validity of the shares of
Common Stock registered under this Registration Statement will be passed upon
for the Registrant by James G. Orie, Chief Legal Officer of the Registrant, who
owns 4,913 shares of Common Stock of the Registrant and options to purchase
46,757 shares of Common Stock of the Registrant.

Item 6.  Indemnification of Directors and Officers.

         The Florida Business Corporations Act, as amended (the "Florida Act"),
provides that, in general, a business corporation may indemnify any person who
is or was a party to any proceeding, other than an action by, or in the right
of, the corporation, by reason of the fact that he or she is or was a director
or officer of the corporation, against liability incurred in connection with
such proceeding, including any appeal thereof, provided certain standards are
met, including that such officer or director acted in good faith and in a manner
he or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, and provided further that, with respect to any criminal action
or proceeding, the officer or director had no reasonable cause to believe his or
her conduct was unlawful. In the case of proceedings by or in the right of the
corporation, the Florida Act provides that, in general, a corporation may
indemnify any person who was or is a party to any such proceeding by reason of
the fact that he or she is or was a director or officer of the corporation
against expenses and amounts paid in settlement actually and reasonably incurred
in connection with the defense or settlement of such proceeding, including any
appeal thereof, provided that such person acted in good faith and in a manner he
or she reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made with respect to
any claim as to which such person is adjudged liable, unless a court of
competent jurisdiction determines upon application that such person is fairly
and reasonably entitled to indemnity. To the extent that any officer or director
is successful on the merits or otherwise in the defense of any of such
proceedings, the Florida Act provides that the corporation is required to
indemnify such officer or director against expenses actually and reasonably
incurred in connection therewith. However, the Florida Act further provides
that, in general, indemnification or advancement of expenses shall not be made
to or on behalf of any officer or director if a judgment or other final
adjudication establishes that his or her actions, or omissions to act, were
material to the cause of action so adjudicated and constitute: (i) a violation
of the criminal law, unless the director or officer had reasonable cause to
believe his or her conduct was lawful or had no reasonable cause to believe it
was unlawful; (ii) a transaction from which the director or officer derived an
improper personal benefit; (iii) in the case of a director, a circumstance under
which the director has voted for or assented to a distribution made in violation
of the Florida Act or the corporation's articles of incorporation or (iv)
willful misconduct or a conscious disregard for the best interests of the
corporation in a proceeding by or in the right of the corporation to procure a
judgment in its favor or in a proceeding by or in the right of a shareholder.



                                      II-2
<PAGE>

         The Registrant's articles of incorporation provide that the Registrant
shall indemnify its directors and officers to the fullest extent permitted by
law in connection with any actual or threatened action, suit or proceeding,
civil, criminal, administrative, investigative or other (whether brought by or
in the right of the Registrant or otherwise) arising out of the service to the
Registrant or to another organization at the Registrant's request, or because of
their positions with the Registrant. The Registrant's articles of incorporation
further provide that the Registrant may purchase and maintain insurance to
protect itself and any such director or officer against any liability, cost or
expense asserted against or incurred by him or her with respect to such service,
whether or not the Registrant would have the power to indemnify him or her
against such liability by law or under the provisions of this paragraph.

         The Registrant's By-laws provide that to the fullest extent permitted
by law, no director of the Registrant shall be personally liable for monetary
damages for any action taken or any failure to take any action.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

Exhibit No.                     Description of Exhibit
- -----------                     ----------------------

   5.1          Opinion of James G. Orie, Esquire

  23.1          Consent of Ernst & Young LLP

  23.2          Consent of James G. Orie, Esquire (included in Exhibit 5.1)

  23.3          Acknowledgement of Ernst & Young LLP dated February 22, 2005
                to the Board of Directors of F.N.B. Corporation

Item 9.  Undertakings.

         The Registrant hereby undertakes:

         (a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;

         (b) that for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement


                                      II-3
<PAGE>

relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and

         (c) to remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.

         The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         The undersigned Registrant hereby further undertakes that, insofar as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Registrant, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                      II-4
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of the Securities Act of 1933, 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 February
25, 2005.

                                      F.N.B. CORPORATION


                                      By: /s/ Stephen J. Gurgovits
                                          ------------------------------------
                                          Stephen J. Gurgovits
                                          President and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.


        Signature                     Title                          Date
        ---------                     -----                          ----

                             Chairman of the Board             February   , 2005
- -------------------------
Peter Mortensen


/s/ Stephen J. Gurgovits     President, Chief Executive        February 25, 2005
- -------------------------    Officer and Director
Stephen J. Gurgovits         (principal executive officer)


/s/ Brian F. Lilly           Chief Financial Officer           February 25, 2005
- -------------------------    (principal financial officer)
Brian F. Lilly


/s/ Tito L. Lima             Corporate Controller              February 25, 2005
- -------------------------    (principal accounting officer)
Tito L. Lima


/s/ William B. Campbell      Director                          February 25, 2005
- -------------------------
William B. Campbell



                                      II-5
<PAGE>


/s/ Henry M. Ekker           Director                          February 25, 2005
- -------------------------
Henry M. Ekker


                             Director                          February   , 2005
- -------------------------
Robert B. Goldstein


/s/ Harry F. Radcliffe       Director                          February 25, 2005
- -------------------------
Harry F. Radcliffe


                             Director                          February   , 2005
- -------------------------
John W. Rose


William J. Strimbu           Director                          February 25, 2005
- -------------------------
William J. Strimbu


Earl K. Wahl, Jr.            Director                          February 25, 2005
- -------------------------
Earl K. Wahl, Jr.


                             Director                          February 25, 2005
- -------------------------
Archie O. Wallace





                                      II-6
<PAGE>
                                 EXHIBIT INDEX



Exhibit No.                      Description of Exhibit
- -----------                      ----------------------

    5.1         Opinion of James G. Orie, Esquire

   23.1         Consent of Ernst & Young LLP

   23.2         Consent of James G. Orie, Esquire (included in Exhibit 5.1)

   23.3         Acknowledgement of Ernst & Young LLP dated February 22, 2005 to
                the Board of Directors of F.N.B. Corporation




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>j1248901exv5w1.txt
<DESCRIPTION>EX-5.1
<TEXT>
<PAGE>
                                                                Exhibit 5.1


                                February 25, 2005

Board of Directors
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania  16148

         Re:      F.N.B. Corporation
                  Registration Statement on Form S-8
                  149,009 Shares of Common Stock

Ladies and Gentlemen:

         I am the Chief Legal Officer of F.N.B. Corporation (the "Company"), and
I am familiar with the proceedings taken by the Company in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933 of a registration statement on Form S-8 (the
"Registration Statement") relating to the proposed offering by the Company of up
to 149,009 shares (the "Shares") of Common Stock, $.01 par value, of the
Company, that are to be issued as a result of the Company's assumption of stock
options issued under the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Stock Option
Plan, as amended, the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Non-Employee
Director Stock Option Plan, as amended, and F.N.B. Corporation/NSD Bancorp, Inc.
2004 Omnibus Stock Incentive Plan, as amended (the "Plans").

         As counsel to the Company, I have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. I
have also examined the Company's Articles of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the Plans and the authorization and offering of the Shares, and such
other documents and matters of law as I have deemed necessary or appropriate in
order to render this opinion.

         Based upon the foregoing, it is my opinion that the Shares, when issued
in accordance with the terms and conditions of the Plans, will be duly
authorized, legally and validly issued and outstanding, fully paid and
nonassessable.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name under Item 5 of Part II
of the Registration Statement.

                                                  Respectfully,

                                                  /s/ James G. Orie
                                                  James G. Orie, Esquire


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>3
<FILENAME>j1248901exv23w1.txt
<DESCRIPTION>EX-23.1
<TEXT>
<PAGE>



                                                                  Exhibit 23.1



            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Stock Option
Plan, as amended, the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Non-Employee
Director Stock Option Plan, as amended, and F.N.B. Corporation/NSD Bancorp, Inc.
2004 Omnibus Stock Incentive Plan, as amended, of our report dated February 24,
2004, except for Note 2 as to which the date is January 4, 2005, with respect to
the consolidated financial statements of F.N.B. Corporation included in its
Current Report (Form 8-K) dated January 11, 2005, for the year ended December
31, 2003, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

February 22, 2005
Pittsburgh, Pennsylvania



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.3
<SEQUENCE>4
<FILENAME>j1248901exv23w3.txt
<DESCRIPTION>EX-23.3
<TEXT>
<PAGE>



                                                                   Exhibit 23.3

                      ACKNOWLEDGEMENT OF ERNST & YOUNG LLP


Shareholders and Board of Directors
F.N.B. Corporation

We are aware of the incorporation by reference in the Registration Statement
(Form S-8) of F.N.B. Corporation for the registration of 149,009 shares of its
common stock of our reports dated May 7, 2004, August 9, 2004 and November 9,
2004 relating to the unaudited consolidated interim financial statements of
F.N.B. Corporation that are included in its Form 10-Q for the quarters ended
March 31, 2004, June 30, 2004 and September 30, 2004.


/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania
February 22, 2005



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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