UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
Fiscal Year Ended December 31, 2007
Commission
File Number 0-21656
UNITED
COMMUNITY BANKS, INC.
(Exact
name of registrant as specified in its charter)
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Georgia
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58-1807304
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(State
or other jurisdiction of incorporation)
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(I.R.S.
Employer Identification No.)
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63
Highway 515, Blairsville, Georgia
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30512
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (706) 781-2265
Securities
registered pursuant to Section 12(b) of the Act: None
Name of
exchange on which registered: Nasdaq Global Select
Securities
registered pursuant to Section 12(g) of the Act:
Common
Stock, $1.00 par value
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes x No o
Indicate
by check mark if the registrant is not required to file reports pursuant to
Sections 13 or 15(d) of the Act.
Yes o No x
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
o
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein and will not be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of
“accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange
Act. (check one):
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Large
accelerated filer x
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Accelerated
filer o
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Non-accelerated
filer o
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Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).Yes o No x
State the
aggregate market value of the voting common equity held by non-affiliates
computed by reference to the price at which the common equity was last sold, or
the average bid and asked price of such common equity, as of the last business
day of the registrant’s most recently completed second fiscal quarter:
$1,088,226,189 based on shares held by non-affiliates at $25.89 per share, the
closing stock price on the Nasdaq stock market on June 29, 2007).
As of
January 31, 2008, 48,744,457 shares of common stock were issued and outstanding,
including presently exercisable options to acquire 1,694,064 shares and 84,627
shares issuable under United Community Banks, Inc.’s deferred compensation
plan.
DOCUMENTS
INCORPORATED BY REFERENCE
Portions
of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be
held on April 30, 2008 are incorporated herein into Part III by
reference.
EXPLANTORY
NOTE
United
Community Banks, Inc. is filing this amendment on Form 10-K/A to its Form 10-K
for the year ended December 31, 2007 to correct an error on the cover page for
the reported number of shares of common stock issued and outstanding, including
presently exercisable options to acquire common stock and shares issuable under
United’s deferred compensation plan at January 31, 2008. The number
originally reported in error was 49,965,766. The correct number is
48,744,457. The cover page has been corrected to reflect the
change.
United
Community Banks, Inc. is filing an unofficial PDF copy of the entire Form 10-K,
as amended, with this amendment.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(a) of the Securities Exchange Act of
1934, United has duly caused this Report on Form 10-K, as amended, to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Blairsville, State of Georgia, on the 7th day of
March, 2008.
| UNITED COMMUNITY BANKS, INC. | |||
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(Registrant)
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By:
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/s/ Jimmy C. Tallent
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Jimmy
C. Tallent
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President
and Chief Executive Officer
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(Principal
Executive Officer)
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By:
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/s/ Rex S. Schuette
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Rex
S. Schuette
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Executive
Vice President and Chief Financial Officer
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(Principal
Financial Officer)
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By:
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/s/ Alan H. Kumler
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Alan
H. Kumler
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Senior
Vice President, Controller and Chief Accounting Officer
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(Principal
Accounting Officer)
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/s/ Jimmy C. Tallent
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Jimmy
C. Tallent
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President,
Chief Executive Officer and Director
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*
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Robert
L. Head, Jr.
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Chairman
of the Board
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*
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W.
C. Nelson, Jr.
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Vice
Chairman of the Board
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*
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A.
William Bennett
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Director
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*
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Robert
Blalock
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Director
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*
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Guy
W. Freeman
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Director
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3
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*
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Thomas
C. Gilliland
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Director
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Charles
E. Hill
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Director
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Hoyt
O. Holloway
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Director
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Clarence
W. Mason, Sr.
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Director
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*
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John
D. Stephens
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Director
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*
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Tim
Wallis
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Director
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By:
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/s/ Jimmy C. Tallent
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Jimmy
C. Tallent
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Attorney-in-Fact
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4
Exhibit
31.1
I, Jimmy
C. Tallent, President and Chief Executive Officer of United Community Banks,
Inc. (the “registrant”), certify that:
1. I
have reviewed this annual report on Form 10-K, as amended, of the
registrant;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant
and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
5. The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors:
a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.
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By:
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/s/ Jimmy C. Tallent
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Jimmy
C. Tallent
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President
and Chief Executive Officer
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Date: March
7, 2008
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Exhibit
31.2
I, Rex S.
Schuette, Executive Vice President and Chief Financial Officer of United
Community Banks, Inc. (the “registrant”), certify that:
1. I
have reviewed this annual report on Form 10-K, as amended, of the
registrant;
2. Based
on my knowledge, this report does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in
light of the circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
3. Based
on my knowledge, the financial statements, and other financial information
included in this report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
for, the periods presented in this report;
4. The
registrant’s other certifying officer and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a - 15(f) and 15d - 15(f)) for the registrant
and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over
financial reporting that occurred during the registrant’s most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting;
and
5. The
registrant’s other certifying officer and I have disclosed, based on our most
recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of
directors:
a) All
significant deficiencies and material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
b) Any
fraud, whether or not material, that involves management or other employees who
have a significant role in the registrant’s internal control over financial
reporting.
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By:
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/s/ Rex S.
Schuette
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Rex
S. Schuette
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Executive
Vice President and
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Chief
Financial Officer
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Date: March
7, 2008
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Exhibit
32
CERTIFICATION
PURSUANT TO
18
U.S.C. SECTION 1350,
AS
ADOPTED PURSUANT TO
SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002
In
connection with the Annual Report of United Community Banks, Inc. (“United”) on
Form 10-K, as amended, for the period ending December 31, 2006 filed with the
Securities and Exchange Commission on the date hereof (the “Report”), I, Jimmy
C. Tallent, President and Chief Executive Officer of United, and I, Rex S.
Schuette, Executive Vice President and Chief Financial Officer of United,
certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that:
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(1)
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The
Report fully complies with the requirements of section 13(a) or 15(d) of
the Securities Exchange Act of 1934;
and
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(2)
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The
information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of
United.
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By:
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/s/ Jimmy
C. Tallent
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Jimmy
C. Tallent
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President
and Chief Executive Officer
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By:
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/s/ Rex S.
Schuette
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Rex
S. Schuette
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Executive
Vice President and
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Chief
Financial Officer
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Date: March
7, 2008
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