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) December 30, 2011

Parkvale Financial Corporation

(Exact name of registrant as specified in its charter)

Pennsylvania

0-17411

25-1556590

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


4220 William Penn Highway, Monroeville, Pennsylvania		15146
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (412) 373-7200

Not Applicable

(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 Instruction 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 2.01

Completion of Acquisition or Disposition of Assets

Effective as of 12:01 a.m. on January 1, 2012 (the “Effective Time”), Parkvale Financial Corporation (the “Company”) completed its merger (the “Merger”) with and into F.N.B. Corporation (“FNB”) pursuant to an Agreement and Plan of Merger, dated as of June 15, 2011, by and between FNB and the Company (the “Merger Agreement”). As a result of the consummation of the transactions contemplated by the Merger Agreement, the Company’s separate corporate existence ceased and FNB continued as the surviving corporation. In addition, effective on January 1, 2012, Parkvale Savings Bank, which was a wholly owned subsidiary of the Company, was merged with and into FNB Bank, a wholly owned subsidiary of FNB, with FNB Bank as the surviving institution. As of the Effective Time, each share of common stock of the Company outstanding immediately prior to the Effective Time (other than those to be cancelled in accordance with the Merger Agreement) was converted into and became exchangeable for the right to receive 2.178 shares of FNB common stock (provided, however, that cash will be issued in lieu of fractional shares) (the “Merger Consideration”).

Additional information and details of the Merger Agreement were previously disclosed in the proxy statement/prospectus filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 7, 2011 (SEC File No. 0-17411) (the “Proxy Statement/Prospectus”). Any description of the Merger Agreement is qualified in its entirety by reference to the complete copy of the Merger Agreement which is included as Annex A in the Proxy Statement/Prospectus and is incorporated by reference herein.

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

The information disclosed in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference.

In connection with the consummation of the Merger, on December 30, 2011, the Company notified the Nasdaq Global Market (“Nasdaq”) that, as of the Effective Time, the Company would be merged with and into FNB and each of the shares of common stock of the Company outstanding immediately prior to the Effective Time of the Merger (other than those to be cancelled in accordance with the Merger Agreement) would be converted into and become exchangeable for the right to receive 2.178 shares of FNB common stock (provided, however, that cash will be issued in lieu of fractional shares), and requested that Nasdaq file with the SEC a notification of removal from listing on Form 25 to report that shares of the Company’s common stock are no longer listed on Nasdaq.

Item 3.03

Material Modification to Rights of Security Holders

As of the Effective Time of the Merger, holders of the Company’s common stock immediately prior to the Effective Time ceased to have any rights as shareholders of the Company and were entitled only to receive the Merger Consideration.

Item 5.01

Changes in Control of Registrant

As of the Effective Time, FNB completed its acquisition of the Company in accordance with the Merger Agreement.

As previously disclosed, on June 15, 2011, the Company entered into the Merger Agreement. On December 15, 2011, the Merger Agreement was approved by the Company’s shareholders at the Company’s special meeting of shareholders.

The disclosures under Items 2.01, 3.01 and 3.03 above are incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits

(a)

Not applicable.

(b)

Not applicable.

(c)

Not applicable.

(d)

The following exhibit is included with this report.


Exhibit No.		Description

99.1		Press Release, dated December 30, 2011

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 thereunto duly authorized.

PARKVALE FINANCIAL CORPORATION

Date: January 3, 2012

/s/ Robert J. McCarthy, Jr.

Robert J. McCarthy, Jr.

President and Chief Executive Officer

PARKVALE FINANCIAL CORP 8-K