Post-effective Amendment to an S-8 Filing (s-8 Pos)
September 22 2014 - 5:12PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 22, 2014.
Registration No. 333-176420
Registration No. 333-167036
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT NO. 333-176420
REGISTRATION STATEMENT NO. 333-167036
UNDER
THE
SECURITIES ACT OF 1933
OBA FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
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Maryland |
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27-1898270 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
One North Shore Center
12 Federal Street
Pittsburgh, Pennsylvania 15212
(Address of principal executive offices) (Zip Code)
OBA Financial Services, Inc. 2011 Equity Incentive Plan
OBA Bank 401(k) Plan
(Full Title of the Plan)
Vincent J. Delie, Jr.
President and Chief Executive Officer
F.N.B. Corporation
One
North Shore Center
12 Federal Street
Pittsburgh, Pennsylvania 15212
(Name and address of agent for service)
(800) 555-5455
(Telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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x |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the following Registration Statements on Form S-8 (collectively, the Registration
Statements) of OBA Financial Services, Inc. (the Company):
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File No. 333-176420, pertaining to 648,025 shares of common stock of the Company, par value $0.01 per share (the Common Stock) (including the stock options with respect to which up to 370,300 shares of
Common Stock may be purchased), issuable under the OBA Financial Services, Inc. 2011 Equity Incentive Plan, of which 398,072 shares of Common Stock remain unsold; and |
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File No. 333-167036, pertaining to an indeterminate amount of participation interests offered or sold pursuant to the OBA Bank 401(k) Plan. |
Pursuant to the Agreement and Plan of Merger (the Merger Agreement), dated as of April 7, 2014, between the Company and
F.N.B. Corporation (FNB), the Company merged with and into FNB, effective as of September 19, 2014 (the Merger). As a result of completion of the Merger, each outstanding share of common stock of the Company was
cancelled and extinguished in exchange for the right to receive 1.781 shares of the common stock of FNB, par value $0.01 per share (excepting any shares held by FNB, the Company and their subsidiaries, which were cancelled without receipt of the
merger consideration). FNB will pay cash in lieu of issuing fractional shares of FNB common stock.
Due to completion of the Merger, the
Company has terminated any offering of the Companys securities pursuant to any registration statement. In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of a
post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities of the Company registered but unsold
under the Registration Statements, if any.
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 Post-Effective Amendment No. 1 to the Registration Statements on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Pittsburgh, Commonwealth of Pennsylvania, on September 22, 2014.
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F.N.B. CORPORATION (as successor by merger to OBA Financial Services, Inc.) |
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By: |
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/s/ Vincent J. Delie, Jr. |
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Vincent J. Delie, Jr. |
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President and Chief Executive Officer |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statements on
Form S-8 in reliance on Rule 478 of the Securities Act of 1933, as amended
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