Item 2.01 Completion of Acquisition or Disposition of Assets.
On
Pursuant to the terms of the Merger Agreement, at the Effective Time, each outstanding share of Howard common stock (excluding certain shares held by F.N.B., Howard and their respective subsidiaries) ("Howard Common Stock") was converted into the right to receive 1.8 shares (the "Exchange Ratio") of the common stock of F.N.B. ("F.N.B. Common Stock"), with cash paid in lieu of fractional shares.
Additionally, at the effective time of the Merger, each then-outstanding Howard stock option was assumed and converted into a fully vested option to purchase a number of shares of F.N.B. Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying the number of shares of Howard Common Stock subject to the option and the Exchange Ratio, at an exercise price (rounded up to the nearest whole cent) obtained by dividing the per share exercise price under the option by the Exchange Ratio. The Howard stock options otherwise will continue to be subject to the same terms and conditions which applied immediately before the completion of the Merger. Immediately before the effective time of the Merger, each then-outstanding Howard restricted stock unit, if and to the extent provided under the terms of the applicable award agreement, fully-vested and the shares of Howard Common Stock issued or due as a result of such vesting converted, as of the effective time of the Merger, into the right to receive, without interest, 1.8 shares of F.N.B. Common Stock, with cash paid in lieu of fractional shares. Any other Howard restricted stock units that did not fully vest pursuant to the terms of the applicable award agreement converted into F.N.B. restricted stock unit awards (and were adjusted so that its holder will be entitled to receive a number of shares of F.N.B. Common Stock (rounded down to the nearest whole share) equal to the product obtained by multiplying the number of shares of Howard Common Stock subject to such Howard restricted stock units immediately prior to the effective time of the Merger and the Exchange Ratio) and will otherwise continue to be subject to the same terms and conditions in effect immediately before the Merger.
The foregoing description of the transactions contemplated by the Merger
Agreement does not purport to be complete and is qualified in its entirety by
reference to the Merger Agreement, attached as Exhibit 2.1 to Howard's Current
Report on Form 8-K filed on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Howard notified
Item 3.03 Material Modification to Rights of Security Holders.
The information set forth in Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
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Item 5.01 Changes in Control of Registrant.
At the Effective Time of the Merger, Howard merged with and into F.N.B. and, accordingly, a change in control of Howard occurred. The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
At the Effective Time of the Merger, all of the directors and executive officers of Howard ceased serving as directors and executive officers of Howard.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information disclosed in Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.03 by reference.
At the Effective Time of the Merger, the separate corporate existence of Howard ceased. The articles of incorporation and bylaws of F.N.B., as in effect immediately before the completion of the Merger, became the articles of incorporation and bylaws of the surviving corporation without change. Consequently, the certificate of incorporation and bylaws of Howard ceased to be in effect upon completion of the Merger.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibit No. Exhibit 2.1 Agreement and Plan of Merger between F.N.B. Corporation andHoward Bancorp, Inc. datedJuly 12, 2021 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K ofHoward Bancorp, Inc. filed with theU.S. Securities and Exchange Commission onJuly 13, 2021 ).* 3.1 Articles of Incorporation of F.N.B. Corporation, effective as ofAugust 30, 2016 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K of F.N.B. Corporation filed with theU.S. Securities and Exchange Commission onAugust 30, 2016 ). 3.2 Bylaws of F.N.B. Corporation, effective as ofFebruary 26, 2020 (incorporated by reference to Exhibit 3.2 to F.N.B. Corporation's Annual Report on Form 10-K for the fiscal year endedDecember 31, 2019 filed with theU.S. Securities and Exchange Commission onFebruary 27, 2020 ). 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).
* Schedules and similar attachments have been omitted pursuant to Item 601(b)(2)
of Regulation S-K. The registrant will furnish supplementally a copy of any
omitted schedules or similar attachment to the
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