| As filed with the Securities and Exchange Commission on October 19, 2007. |
File
No. 333-______________
|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
UNITED
COMMUNITY BANKS, INC.
(Exact
Name of Registrant as Specified in its Charter)
|
Georgia
|
58-1807304
|
|
(State
or Other Jurisdiction of
|
(I.R.S.
Employer
|
|
Incorporation
or Organization)
|
Identification
Number)
|
P.O.
Box 398
63
Highway 515
Blairsville,
Georgia 30512
(Address
of Issuer’s Principal Executive Offices)
Peoples
Bancorp, Inc. Employee Incentive Stock Option Plan
Stock
Option Award Agreement
(Full
Title of the Plan)
Mr.
Jimmy C. Tallent
President
and Chief Executive Officer
P.O.
Box 398
63
Highway 515
Blairsville,
Georgia 30512
(706)
785-2265
(Name,
Address and Telephone Number, Including Area Code, of Agent for
Service)
Copies
to:
Mr.
James W. Stevens
Kilpatrick
Stockton LLP
1100
Peachtree Street, N.E., Suite 2800
Atlanta,
Georgia 30309-4530
(404)
815-6500
(404)
815-6555 (fax)
Calculation
of Registration Fee
|
Title
of Securities
to
be Registered
|
Amount
to
be
Registered
|
Proposed
Maximum
Offering
Price
Per
Share
|
Proposed
Maximum
Aggregate
Offering
Price
|
Amount
of
Registration
Fee
|
|
Common
Stock, par value $1.00 per Share
|
65,001
(1)
|
(2)
|
$541,860(2)
|
$16.64
|
(1) In
addition,
pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement
also relates to such indeterminate number of additional shares of common stock
of the Registrant as may be issuable in the event of a stock dividend, stock
split, recapitalization, or other similar changes in the capital structure,
merger, consolidation, spin-off, split-off, spin-out, split-up, reorganization,
partial or complete liquidation, or other distribution of assets, issuance
of
rights or warrants to purchase securities, or any other corporate transaction
or
event having an effect similar to any of the foregoing.
(2) Determined
in
accordance with Rule 457(c) and (h) of the Securities Act of
1933. The proposed maximum aggregate offering price and amount of
registration fee is based on the exercise price of the options for which the
underlying shares of common stock are being registered under this Registration
Statement. This Registration Statement registers shares of common stock
underlying options to purchase 9,981 shares at an exercise price of $12.67
and
55,020 shares at an exercise price of $7.55 per share.
United
Community Banks, Inc. (the “Company”) files this Registration Statement on Form
S-8 in connection with the Peoples Bancorp, Inc. Employee Incentive Stock Option
Plan (the “Plan”) and the Stock Option Award Agreement
between the Registrant and one of its key
employees (the “Award” and together with the Plan, the
“Plans”) to register the shares of common stock, par value $1.00
per share, that
may be issued under the Plans. This Registration Statement registers
55,020 shares of the Company’s common stock authorized and reserved for issuance
under the Plan and 9,981 shares of the Company’s common stock authorized and
reserved for issuance under the Award.
PART
I
The
documents constituting Part I of this Registration Statement will be sent or
given to participants in the Plans as specified by Rule 428(b)(1) under the
Securities Act of 1933, as amended (the “Securities Act”). In accordance
with the instructions of Part I of Form S-8, such documents will not be filed
with the Securities and Exchange Commission (the “SEC”) either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant
to
Rule 424 of the Securities Act. These documents and the documents
incorporated by reference pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute a prospectus as required by Section 10(a)
of the Securities Act.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF
DOCUMENTS BY REFERENCE.
The
following documents filed with the SEC pursuant to the Securities Exchange
Act
of 1934, as amended (the “Exchange Act”) are hereby incorporated by reference
into this Registration Statement:
(1) The
Company’s
Annual Report on Form 10-K, as amended, for the year ended December 31,
2006;
(2) All
other
reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange
Act since December 31, 2006; and
(3) The
description of the Company’s common stock contained on page 42 of the Company’s
Registration Statement on Form S-4, as amended, filed on May 1, 2007, SEC File
Number 333-141203, including any amendment or report filed for the purpose
of
updating such description.
All
other
documents subsequently filed by the Company pursuant to Section 13(a), 13(c),
14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment
to this Registration Statement that indicates that all securities offered have
been sold or that deregisters all securities that remain unsold, shall be deemed
to be incorporated by reference herein and to be part hereof from the date
of
filing of such documents.
Any
statement contained in a document incorporated or deemed incorporated herein
by
reference shall be deemed to be modified or superseded for the purpose of this
Registration Statement to the extent that a statement contained herein or in
any
subsequently filed document which also is, or is deemed to be, incorporated
herein by reference, is modified or superseded by a statement contained in
a
subsequently filed document. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
2
ITEM
4. DESCRIPTION OF
SECURITIES.
Not
applicable.
ITEM
5. INTEREST OF NAMED
EXPERTS AND COUNSEL.
The
validity of the issuance of the shares of common stock offered hereby and
certain other legal matters will be passed upon by Kilpatrick Stockton, LLP.
As
of the date of this Registration Statement, members of Kilpatrick Stockton,
LLP
participating in this matter owned approximately 33,000 shares of the
Registrant’s common stock.
ITEM
6. INDEMNIFICATION OF
DIRECTORS AND OFFICERS.
The
Company’s Articles of Incorporation, as amended, provide that no director of the
Company shall be personally liable to the Company or its shareholders for breach
of his or her duty of care or other duty as a director, but only to the extent
permitted from time to time by the Georgia Business Corporation
Code.
The
Company’s Bylaws require it to indemnify its directors, officers, employees, and
agents against judgments, fines, penalties, amounts paid in settlement, and
expenses, including attorney’s fees, resulting from various types of legal
actions or proceedings instituted by third parties if the actions of the
director, officer, employee, or agent being indemnified meet the standards
of
conduct specified therein.
In
addition, the Company’s Bylaws require it to indemnify its directors, officers,
employees, and agents for expenses actually and reasonably incurred in
connection with legal actions or proceedings instituted by or in the right
of
the Company to procure a judgment in its favor, if the actions of the director,
officer, employee, or agent being indemnified meet the standards of conduct
set
forth therein. However, the Company will not indemnify a director, officer,
employee, or agent for such expenses if such person is adjudged liable to the
Company, unless so ordered by the court in which the legal action or proceeding
is brought.
A
determination concerning whether or not the applicable standard of conduct
has
been met by a director, officer, employee, or agent seeking indemnification
must
be made by (1) a disinterested majority of the board of directors, (2) the
Company’s legal counsel, if a quorum of disinterested directors is not
obtainable or if the disinterested directors so order, or (3) an affirmative
vote of a majority of shares held by the shareholders. No indemnification may
be
made to or on behalf of a director, officer, employee or agent in connection
with any other proceeding in which such person was adjudged liable on the basis
that personal benefit was improperly received by him or her.
As
provided under Georgia law, the liability of a director may not be eliminated
or
limited (1) for any appropriation, in violation of his duties, of any business
opportunity of the Company, (2) for acts or omissions which involve intentional
misconduct or a knowing violation of law, (3) for unlawful corporate
distributions, or (4) for any transaction from which the director received
an
improper benefit.
Insofar
as indemnification for liabilities arising under the Securities Act may be
permitted to the Company’s directors, officers and controlling persons pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the SEC, such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.
3
The
Company’s directors and officers are insured against losses arising from any
claim against them as such for wrongful acts or omissions, subject to certain
limitations.
ITEM
7. EXEMPTION FROM
REGISTRATION CLAIMED.
Not
applicable.
ITEM
8. EXHIBITS.
The
exhibits included as part of this Registration Statement are as
follows:
|
Exhibit
Number
|
Description
|
|
5
|
Opinion
of Kilpatrick Stockton LLP.
|
|
23.1
|
Consent
of Porter Keadle Moore, LLP.
|
|
23.2
|
Consent
of Kilpatrick Stockton LLP (included in Exhibit 5).
|
|
24
|
Power
of Attorney (included on the signature page of this Registration
Statement).
|
ITEM
9. UNDERTAKINGS.
(a) The
undersigned Company hereby undertakes:
(1) To
file, during any
period in which offers or sales are being made, a post-effective amendment
to
this Registration Statement:
(i) To
include any
prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the
prospectus any facts or events arising after the effective date of this
Registration Statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in
the
information set forth in this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed with the SEC
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum aggregate offering
price
set forth in the “Calculation of Registration Fee” table in the effective
registration statement.
(iii) To
include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement;
provided,
however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
registration statement is on Form S-8 and the information required to be
included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the Company pursuant to Section
13
or Section 15(d) of the Exchange Act that are incorporated by reference in
this
Registration Statement.
(2) 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 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.
4
(3) 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.
(b) The
undersigned Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company’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 this
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.
(c) Insofar
as
indemnification for liabilities arising under the Securities Act may be
permitted to directors, officers and controlling persons of the Company pursuant
to the foregoing provisions, or otherwise, the Company has been advised that
in
the opinion of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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 Company 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 Act and
will
be governed by the final adjudication of such issue.
5
SIGNATURES
Pursuant
to the requirements of the Securities Act, 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
Blairsville, State of Georgia, on October 18, 2007.
|
UNITED
COMMUNITY BANKS, INC.
|
||
|
By:
|
/s/ Jimmy C.
Tallent
|
|
|
Jimmy
C. Tallent
|
||
|
President
and Chief Executive Officer
|
||
POWER
OF ATTORNEY
Each
person whose signature appears
below constitutes and appoints Jimmy C. Tallent and Robert L. Head, Jr., and
each of them acting alone, his true and lawful attorney-in-fact with full power
of substitution, for him in any and all capacities, to execute any and all
amendments and post-effective amendments to this Registration Statement and
to
cause the same to be filed, with all exhibits thereto and other documents in
connection therewith, with the SEC, hereby granting to said attorneys-in-fact
and agents full power and authority to do so and perform each and every act
and
thing whatsoever requisite or desirable to be done in and about the premises,
as
fully to all intents and purposes as the undersigned might or could do in
person, hereby ratifying and confirming all acts and things that said
attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause
to be done by virtue hereof.
Pursuant
to the requirements of the
Securities Act, this Registration Statement has been signed by the following
persons in the capacities indicated on October 18, 2007.
|
/s/
Jimmy C. Tallent
|
President,
Chief Executive Officer, and Director
|
||
|
Jimmy
C. Tallent
|
(Principal
Executive Officer)
|
||
|
/s/
Rex. S. Schuette
|
Executive
Vice President and Chief Financial Officer
|
||
|
Rex
S. Schuette
|
(Principal
Financial Officer)
|
||
|
|
|||
|
/s/
Alan H. Kumler
|
Senior
Vice President, Controller and Chief Accounting
|
||
|
Alan
H. Kumler
|
Officer
(Principal Accounting Officer)
|
||
|
|
|||
|
/s/
Robert L. Head, Jr.
|
Chairman
of the Board
|
||
|
Robert
L. Head, Jr.
|
|
||
|
/s/
W. C. Nelson, Jr.
|
Vice
Chairman of the Board
|
||
|
W.C.
Nelson, Jr.
|
|
||
| /s/ A. William Bennett |
Director
|
||
|
A.
William Bennett
|
|
||
|
/s/
Robert H. Blalock
|
Director
|
||
|
Robert
H. Blalock
|
|
||
|
/s/
Guy W. Freeman
|
Director
|
||
|
Guy
W. Freeman
|
|
||
|
/s/
Thomas C. Gilliland
|
Director
|
||
|
Thomas
C. Gilliland
|
|
||
|
/s/
Charles Hill
|
Director
|
||
|
Charles
Hill
|
|
||
|
/s/
Hoyt O. Holloway
|
Director
|
||
|
Hoyt
O. Holloway
|
|
||
|
/s/
John D. Stephens
|
Director
|
||
|
John
D. Stephens
|
|
||
|
/s/
Clarence W. Mason, Sr.
|
Director
|
||
|
Clarence
W. Mason, Sr.
|
|
||
|
/s/
Tim Wallis
|
Director
|
||
|
Tim
Wallis
|
|
||
6
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
5
|
Opinion
of Kilpatrick Stockton LLP.
|
|
23.1
|
Consent
of Porter Keadle Moore, LLP.
|
|
23.2
|
Consent
of Kilpatrick Stockton LLP (included in Exhibit 5).
|
|
24
|
Power
of Attorney (included on the signature page of this Registration
Statement).
|
7
Exhibit
5
|
Atlanta
GA 30309-4530
t
404 815 6500 f 404 815 6555
www.KilpatrickStockton.com
|
|
October
19, 2007
|
63
Highway 515
Blairsville,
Georgia 30512
|
Re:
|
Registration
Statement for the Peoples Bancorp, Inc. Employee Incentive Stock
Option
Plan and the Stock Option Award
Agreement
|
Ladies
and Gentlemen:
We
have acted as counsel for United
Community Banks, Inc., a Georgia corporation (the “Company”), in the preparation
of the Form S-8 Registration Statement relating to 55,020 shares of the
Company’s common stock, par value $1.00 per share (the “Common Stock”) that have
been authorized for possible awards and issuance pursuant to the Peoples
Bancorp, Inc. Employee Incentive Stock Option Plan (the “Plan”) and 9,981 shares
of Common Stock that have been authorized for possible awards and issuance
pursuant to the Stock Option Award between United Community Banks, Inc. and
a
key employee (the “Award,” and together with the Plan, the
“Plans”).
In
such capacity, we have examined the
originals or copies of such documents, corporate records, certificates of public
officials and officers of the Company, and other instruments related to the
authorization and issuance of the Common Stock as we deemed relevant or
necessary for the opinion expressed herein. In all such examinations,
we have assumed the genuineness of signatures on original documents and the
conformity to such original documents of all copies submitted to us as
certified, conformed or photographic copies, and as to certificates of public
officials, we have assumed the same to have been properly given and to be
accurate.
Based
on and subject to the foregoing,
it is our opinion that the Plans, and the aggregate of 65,001 shares of Common
Stock that may be awarded and issued pursuant to and in accordance with the
provisions thereof, have been duly authorized by appropriate corporate actions
and approved by the Board of Directors of the Company, and that the shares,
when
issued in accordance with the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable.
We
hereby consent to the filing of this
opinion as an exhibit to said Registration Statement.
|
KILPATRICK
STOCKTON LLP
|
||
|
By:
|
/s/
Richard R.
Cheatham
|
|
|
Richard
R. Cheatham, a
Partner
|
||
Exhibit
23.1
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The
Board
of Directors of
United
Community Banks, Inc.
We
consent to the incorporation by reference in this Registration Statement on
Form
S-8 of United Community Banks, Inc. of our reports dated February 27, 2007
related to our audits of the consolidated financial statements and internal
control over financial reporting, which appear in the Annual Report on Form
10-K
of United Community Banks, Inc. for the year ended December 31,
2006.
/s/
Porter Keadle Moore, LLP
Atlanta,
Georgia
October
19, 2007