As filed with the Securities and Exchange Commission on June 15, 2009.		File No. 333-___

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

UNITED COMMUNITY BANKS, INC.

Georgia (State or Other Jurisdiction of Incorporation or Organization)		58-1807304 (I.R.S. Employer Identification Number)

P.O. Box 398
63 Highway 515
Blairsville, Georgia 30512
(Address of Issuer’s Principal Executive Offices)

United Community Banks, Inc. Profit Sharing Plan
(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)

     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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Calculation of Registration Fee

Proposed Maximum

Proposed Maximum

Title of Securities

Amount to

Offering Price

Aggregate

Amount of

to be Registered

be Registered

Per Share

Offering Price

Registration Fee

Common Stock

500,000 (1)

$8.04(2)

$4,020,000

$224.32

Participation Interests in United Community Banks, Inc Profit Sharing Plan

(3)

(4)

(4)

(4)

______________________

     United Community Banks, Inc. (the “Company”) files this Registration Statement on Form S-8 in connection with the United Community Banks, Inc. Profit Sharing Plan (the “Plan”) to increase the number of shares of common stock that may be issued under the Plan. The shares authorized under the Plan have been increased by 500,000 shares. The Company previously filed a registration statement on Form S-8 (File No. 333-145027) (the “Previous Registration Statement”) covering 500,000 shares. The Previous Registration Statement continues and remains effective as to those shares registered thereunder.

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

     Pursuant to Instruction E to Form S-8, the Company hereby incorporates by reference into this Registration Statement the contents of the Previous Registration Statement, including all amendments, attachments and exhibits thereto.

PART II.     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

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 on Exhibit 5)
	24			Power of Attorney (included on the Signature Page of this Registration Statement)

SIGNATURES OF REGISTRANT

     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 June 15, 2009.

POWER OF ATTORNEY

     Each person whose signature appears below hereby constitutes and appoints Jimmy C. Tallent and Robert L. Head, Jr., and either of them, his or her true and lawful attorney-in-fact with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, 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 June 15, 2009.

/s/ Jimmy C. Tallent   Jimmy C. Tallent		President, Chief Executive Officer, and Director (Principal Executive Officer)
/s/ Rex S. Schuette   Rex S. Schuette		Executive Vice President and Chief Financial Officer (Principal Financial Officer)
/s/ Alan H. Kumler   Alan H. Kumler		Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer)
/s/ Robert L. Head, Jr.   Robert L. Head, Jr.		Chairman of the Board
/s/ W.C. Nelson, Jr.   W.C. Nelson, Jr.		Vice Chairman of the Board
/s/ A. William Bennett   A. William Bennett		Director
/s/ Robert H. Blalock   Robert H. Blalock		Director

/s/ Cathy Cox   Cathy Cox		Director
/s/ Hoyt O. Holloway   Hoyt O. Holloway		Director
/s/ John D. Stephens   John D. Stephens		Director
/s/ Tim Wallis   Tim Wallis		Director

SIGNATURE OF PLAN

     Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on June 15, 2009.

EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8

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)

Exhibit 5

June 15, 2009

United Community Banks, Inc.
63 Highway 515
Blairsville, Georgia 30512

Re:		Registration Statement for the United Community Banks, Inc. Profit Sharing Plan

Ladies and Gentlemen:

     We have acted as counsel for United Community Banks, Inc., a Georgia corporation (the “Company”), in the preparation and filing of the Registration Statement of the Form S-8 Registration Statement relating to United Community Banks, Inc. Profit Sharing Plan (the “Plan”) and the proposed offer and sale of an additional 500,000 shares of common stock, par value $1.00 per share, of the Company (the “Common Stock”) pursuant thereto.

     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 Plan, and the additional 500,000 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 and shareholders 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 the Registration Statement and any amendments thereto.

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 report dated February 24, 2009 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, 2008.

Atlanta, Georgia
June 12, 2009