| As filed with the Securities and Exchange Commission on May 28, 2010. | File No. 333- |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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 Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
125 Highway 515 East
Blairsville, Georgia 30512
(Address of Issuer’s Principal Executive Offices)
Blairsville, Georgia 30512
(Address of Issuer’s Principal Executive Offices)
United Community Banks, Inc. Deferred Compensation Plan
(Full Title of the Plan)
(Full Title of the Plan)
Mr. Jimmy C. Tallent
President and Chief Executive Officer
P.O. Box 398
125 Highway 515 East
Blairsville, Georgia 30512
(706) 785-2265
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
President and Chief Executive Officer
P.O. Box 398
125 Highway 515 East
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)
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):
| Large Accelerated Filer o | Accelerated Filer þ | Non-Accelerated Filer o (Do not check if a smaller reporting company) | Smaller Reporting Company o |
Calculation of Registration Fee
| Proposed Maximum | Proposed Maximum | |||||||||||||
| Amount to be | Offering Price | Aggregate | Amount of | |||||||||||
| Title of Securities to be Registered | Registered | Per Unit | Offering Price | Registration Fee | ||||||||||
Common Stock $1.00
par value, to be
issued under the
Deferred
Compensation Plan |
200,000 (2) | $4.54 (3) | $908,000 (3) | $64.74 | ||||||||||
Deferred
Compensation
Obligations
(1) |
$5,000,000 | N/A | $5,000,000 | $356.50 | ||||||||||
Total |
$421.24 | |||||||||||||
| (1) | The Deferred Compensation Obligations are unsecured obligations of United Community Banks, Inc. to pay deferred
compensation in the future in accordance with the terms of the Deferred Compensation Plan. |
|
| (2) | In addition, pursuant to Rule 416 of the Securities Act of 1933, as amended, 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. |
|
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, as amended, on the basis of $4.54 per share, the average of the high and low prices per share of the
Common Stock on May 25, 2010, as reported by NASDAQ. |
United Community Banks, Inc. (the “Company”) files this Registration Statement on Form S-8 in
connection with the United Community Banks, Inc. Deferred Compensation Plan (the “Plan”) to
increase the number of shares of common stock that may be issued and deferred compensation
obligations under the Plan. The shares authorized under the Plan have been increased by 200,000
shares and the deferred compensation obligations have been increased
by $5,000,000. The Company
previously filed a registration statement on Form S-8 (File No. 333-125017) (the “Previous
Registration Statement”) covering 200,000 shares of common stock and $10,000,000 in deferred
compensation obligations. 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 May 28, 2010.
| 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 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 May 28, 2010.
| /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 | |
| (Principal Financial Officer) | ||
| /s/ Alan H. Kumler | Senior Vice President, Controller and Chief Accounting | |
| Officer (Principal Accounting Officer) | ||
| /s/ Robert L. Head, Jr. | Chairman of the Board | |
| /s/ W.C. Nelson, Jr. | Vice Chairman of the Board | |
| /s/ Robert H. Blalock | Director | |
| /s/ Cathy Cox | Director | |
| /s/ Hoyt O. Holloway | Director | |
| /s/ John D. Stephens | Director | |
| /s/ Tim Wallis | Director | |
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
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
|
Suite 2800 1100 Peachtree St. Atlanta GA 30309-4530 t 404 815 6500 f 404 815 6555 www.KilpatrickStockton.com |
May 28, 2010
United Community Banks, Inc.
125 Highway 515 East
Blairsville, Georgia 30512
125 Highway 515 East
Blairsville, Georgia 30512
| Re: | Registration Statement for the United Community Banks, Inc. Deferred
Compensation 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 Form S-8 Registration Statement relating to the
additional 200,000 shares of common stock, par value $1.00 per share (the “Common Stock”) and an
additional $5,000,000 in aggregate amount of deferred compensation obligations (the “Obligations”),
of the Company that have been authorized for possible issuance pursuant to the Company’s Deferred
Compensation Plan, as amended (the “Plan”) and 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, the additional 200,000
shares of Common Stock that may be issued pursuant to and in accordance with the provisions thereof
and the additional $5,000,000 in aggregate amount of Obligations that may be incurred 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 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.
| KILPATRICK STOCKTON LLP |
||||
| By: | /s/ James W. Stevens | |||
| James W. Stevens, a Partner | ||||
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors of
United Community Banks, Inc.
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 25, 2010 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,
2009.
/s/ Porter Keadle Moore, LLP
Atlanta, Georgia
May 27, 2010
May 27, 2010