As filed with the Securities and Exchange Commission on March 27, 1997
Registration No. 333-20887
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-1
Registration Statement
Under
The Securities Act of 1933
_________________________
UNITED COMMUNITY BANKS, INC.
(Exact name of Registrant as specified in its charter)
_________________________
Georgia 6712 58-1807304
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Code Number)
organization) Number)
P.O. Box 398 Mr. Christopher J. Bledsoe
59 Highway 515 Chief Financial Officer
Blairsville, Georgia 30512 United Community Banks, Inc.
(706) 745-2151 P.O. Box 398
(Address, including zip code, 59 Highway 515
and telephone number, Blairsville, Georgia 30512
including (706) 745-2151
area code, of registrant's (Name, address, including zip
principal executive offices) code, and telephone number,
including area code, of agent
for service)
With copies to:
Richard R. Cheatham, Esq.
Kilpatrick & Cody, L.L.P.
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309
(404) 815-6500
Approximate date of commencement of the proposed sale to the
public: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT
BECOMES EFFECTIVE.
If any of the securities being registered on this Form are being
offered on a delayed or continuous basis pursuant to Rule
415 under the Securities Act of 1933 check the following box.
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act,
please check the following box and list the Securities Act
registration number of the earlier effective registration
statement for the same offering. /x/ 333-20887
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 number of the earlier
effective registration statement for the same offering.
If delivery of the prospectus is expected to be made
pursuant to Rule 434 please check the following box.
| Offering Price Per Share | Aggregate Offering Price | Registration Fee
- -----------------------------|----------------|----------------------------|---------------------------|----------------------
Common Stock, par value | 50,000 | $22.00 | 1,100,000 | $333.33
$1.00 per share | | | |
==============================================================================================================================
Estimated solely for the purpose of computing the registration fee
EXPLANATORY NOTE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended,
United Community Banks, Inc. (the "Company") hereby incorporates by
reference into this Registration Statement on Form S-1 in its entirety
the Registration Statement on Form S-1 (File No. 333-20887) declared
effective March 7, 1997 by the Commission, including each of the
documents filed by the Company with the Commission and included therein
or deemed to be a part thereof.
PART II
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
All exhibits filed with Registration Statement File No. 333-20887
are incorporated by reference into and shall be deemed a part of this
Registration Statement, except the following, which are filed herewith:
5. Opinion of Kilpatrick Stockton LLP.
23.1 Consent of Porter Keadle Moore, LLP.
23.5 Consent of Kilpatrick Stockton LLP (included as part of Exhibit 5)
24 Power of Attorney (See Signature Page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
United Community Banks, Inc. 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 March 27, 1997.
UNITED COMMUNITY BANKS, INC.
By:/s/ Jimmy C. Tallent
Jimmy C. Tallent
President
POWER OF ATTORNEY
Know all men by these presents, that each person whose
signature appears below constitutes and appoints Jimmy C. Tallent
or Robert L. Head, or either of them, as attorney-in-fact, with
each having the power of substitution, for him in any and all
capacities, to sign any amendments to this Registration Statement
on Form S-1 and to file the same, with exhibits thereto, and
other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that
each of said attorneys-in-fact, or his substitute or substitutes,
may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of
1933, as amended, this Registration Statement has been signed by
the following persons in the capacities indicated on March 27,
1997.
Signature Title
/s/ Jimmy C. Tallent President and Director (Principal Executive
Jimmy C. Tallent Officer)
/s/ Robert L. Head, Jr.
Robert L. Head, Jr. Chairman of the Board of Directors
/s/ Christopher J. Bledsoe Chief Financial Officer (Principal Accounting
Christopher J. Bledsoe and Financial Officer)
/s/ James A. Brackett
James A. Brackett Director
/s/ Billy M. Decker
Billy M. Decker Director
[SIGNATURES CONTINUED ON FOLLOWING PAGE]
55
[SIGNATURES CONTINUED FROM PREVIOUS PAGE]
/s/ Thomas C. Gilliland
Thomas C. Gilliland Director
/s/ Charles E. Hill
Charles E. Hill Director
/s/ Hoyt O. Holloway
Hoyt O. Holloway Director
/s/ P. Deral Home
P. Deral Horne Director
/s/ Clarence W. Mason, Sr.
Clarence W. Mason, Sr. Director
/s/ W. C. Nelson, Jr.
W. C. Nelson, Jr. Director
56
EXHIBIT INDEX
Exhibit
No. Description of Exhibit
- ------- ----------------------
5. Opinion of Kilpatrick Stockton LLP.
23.1 Consent of Porter Keadle Moore, LLP.
23.5 Consent of Kilpatrick Stockton LLP (included as part of
Exhibit 5)
24 Power of Attorney (See Signature Page)
KILPATRICK STOCKTON LLP
1100 PEACHTREE STREET
SUITE 2800
ATLANTA, GEORGIA 30309
DIRECT DIAL: 404-815-6302
FAX: 404-815-6555
MARCH 27, 1997
United Community Banks, Inc.
P.O. Box 398
Blairsville, Georgia 30512
Re: United Community Banks, Inc.
Registration Statement on Form S-1 filed pursuant to
Rule 462(b)
-----------------------------------------------------
Gentlemen:
At your request, we have examined the Registration Statement
on Form S-1 filed by United Community Banks, Inc. (the
"Company"), a Georgia corporation, with the Securities and
Exchange Commission pursuant to Rule 462 under the Securities Act
of 1933, as amended with respect to the registration under the
Securities Act of 1933, as amended, of 50,000 shares of common
stock, par value $1.00 per share, of the Company (the "Common
Stock"), to be sold to the public.
As your counsel, and in connection with the preparation of
the Registration Statement, we have examined the originals or
copies of such documents, corporate records, certificates or
public officials, 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 opinions expressed
herein. Based upon the foregoing, it is our opinion that the
shares of Common Stock to be issued and sold by the Company to
the public will be, upon issuance, sale and delivery in the
manner and under the terms and conditions described in the
Registration Statement, validly issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and further consent to the use of
our name in the "Legal Matters" section of the Registration
Statement, including the Prospectus constituting a part thereof,
and any amendments thereto.
Very truly yours,
KILPATRICK STOCKTON LLP
By: /s/ F. Sheffield Hale
F. Sheffield Hale
A Partner
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated February 16, 1996, accompanying the
consolidated financial statements of United Community Banks, Inc. and
Subsidiaries contained in the Registration Statement (Form S-1 No. 333-20887)
and Prospectus and incorporated by reference in this Registration Statement
(abbreviated Form S-1, filed pursuant to Rule 462(b)). We consent to the
use of the aforementioned report in the Registration Statements (Form S-1,
No. 333-20887 and this Registration Statement filed pursuant to Rule 462(b)
on Form S-1) and related Prospectus, and to the use of our name as it appears
under the caption "Experts".
PORTER KEADLE MOORE, LLP
/S/ PORTER KEADLE MOORE, LLP
Successor to the practice of
Evans, Porter, Bryan & Co.
Atlanta, Georgia
March 27, 1997
