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As
filed with the Securities and Exchange Commission on March 12,
2009
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File
No. 333-155377
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM
S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
UNITED
COMMUNITY BANKS, INC.
(Exact
name of issuer as specified in its charter)
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Georgia
(State
or other jurisdiction of
incorporation
or organization)
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58-1807304
(I.R.S.
Employer
Identification
Number)
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United
Community Banks, Inc.
63
Highway 515
Blairsville,
Georgia 30512
(706)
781-2265
(Address,
including zip code, and telephone number,
including
area code, of registrant’s principal executive offices)
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Jimmy
C. Tallent
63
Highway 515
Blairsville,
Georgia 30512
(706)
781-2265
(Name,
address, including zip code, and telephone number,
including
area code, of agent for service)
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Copies
to:
James
W. Stevens
Kilpatrick
Stockton LLP
1100
Peachtree Street, Suite 2800
Atlanta,
Georgia 30309-4530
(404)
815-6500
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Approximate date of commencement of
proposed sale to the public: From time to time after this
registration statement becomes effective.
If any of
the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, other
than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the
Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same
offering. o
If this
Form is a registration statement pursuant to General Instruction I.D. or a
post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the
following box. o
If this
Form is a post-effective amendment to a registration statement filed pursuant to
General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check
the following box. o
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 definition of “large accelerated filer,” “accelerated
filer” and “smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
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Large
Accelerated Filer o
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Accelerated
Filer x
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Non-accelerated
Filer o
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Smaller
Reporting Company o
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CALCULATION
OF REGISTRATION FEE
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Title
of Each Class of Securities
to
be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering
Price per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount
of
Registration
Fee
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Common
Stock
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648,350
(1)
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$20.00
(2)
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$12,967,000
(2)
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$723.56
(3)
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Fixed
Rate Cumulative Perpetual
Preferred
Stock, Series B, $1.00
par
value
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180,000
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$1,000
(4)
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$180,000,000
(4)
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$7074.00
(5)
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Warrant
to Purchase Common
Stock,
$1.00 par value per share,
and
underlying shares of
Common
Stock (5)
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2,149,106
(6)
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$12.56
(7)
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$26,992,758
(7)
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$1060.82
(5)
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(1)
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Represents
the number of shares of the registrant’s common stock issuable upon
exercise of currently outstanding warrants that may be exercised at any
time from October 31, 2008 until October 31, 2013 at an exercise price of
$20.00 per share. In the event of a stock split, stock dividend
or similar transaction involving the registrant’s common stock, in order
to prevent dilution, the number of shares registered shall automatically
be increased to cover the additional shares in accordance with Rule 416
under the Securities Act of 1933.
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(2)
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The
price per share and maximum aggregate offering price are based on the
$20.00 per share exercise price of the warrants pursuant to Rule 457(g) of
the Securities Act of 1933.
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(3)
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Previously
paid in connection with the original registration statement initially
filed on November 14, 2008.
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(4)
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Calculated
pursuant to Rule 457(a) under the Securities Act of 1933 and includes such
additional number of shares of Fixed Rate Cumulative Perpetual Preferred
Stock, Series B, of a currently indeterminable amount, as may from time to
time become issuable by reason of stock splits, stock dividends or similar
transactions.
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(5)
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Previously
paid in connection with the Amendment No. 1 to the Registration Statement
filed on January 29, 2009.
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(6)
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In
addition to the Fixed Rate Cumulative Perpetual Preferred Stock, Series B,
there are being registered hereunder (a) a warrant for the purchase
of 2,149,106 shares of Common Stock with an initial per share exercise
price of $12.56 per share, (b) the 2,149,106 shares of Common Stock
issuable upon exercise of such warrant and (c) such additional number
of shares of Common Stock, of a currently indeterminable amount, as may
from time to time become issuable by reason of stock splits, stock
dividends and certain anti-dilution provisions set forth in such warrant,
which shares of Common Stock are registered hereunder pursuant to Rule 416
under the Securities Act of 1933.
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(7)
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Calculated
pursuant to Rule 457(i) under the Securities Act of 1933 with respect to
the per share exercise price of the warrant of
$12.66.
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EXPLANATORY
NOTE
On
November 14, 2008, the Registrant filed a Registration Statement on
Form S-3 (File No. 333-155377), as amended by Post-Effective Amendment
No. 1 filed on January 29, 2009 (as amended, the “Registration Statement”),
as an automatic shelf registration statement under Rule 405 of the Securities
Act of 1933. This Post-Effective Amendment No. 2 (the “Amendment”) is
an amendment to the Registration Statement on Form S-3, and is being filed by
the Registrant solely to convert the Registration Statement, to a non-automatic
shelf registration statement on Form S-3. The Registrant is no longer
a well-known seasoned issuer, as defined by Rule 405. No additional
information is required to fulfill the requirements of a non-automatic shelf
registration statement on Form S-3.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, United Community Banks, Inc.
has duly caused this Post-Effective Amendment No. 2 to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Blairsville, State of Georgia, on March 12, 2009.
| UNITED COMMUNITY BANKS, INC. | |||
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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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Pursuant
to the requirements of the Securities Act of 1933, this Post-Effective Amendment
No. 2 to Registration Statement has been signed by the following persons in the
capacities indicated on March 12, 2009.
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Signature
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Title
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*
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Chairman
of the Board
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Robert
L. Head, Jr.
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*
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Vice
Chairman of the Board
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W.C.
Nelson, Jr.
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[signatures
continued from previous page]
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*
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Director
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A.
William Bennett
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*
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Director
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Robert
Blalock
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*
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Director
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Cathy
Cox
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*
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Director
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Guy
W. Freeman
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*
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Director
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Hoyt
O. Holloway
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*
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Director
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John
D. Stephens
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| /s/ Jimmy C. Tallent |
Director
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Jimmy
C. Tallent
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*
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Director
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Tim
Wallis
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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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