As filed with the Securities and Exchange Commission on January 12, 1999.
File No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
UNITED COMMUNITY BANKS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Georgia 58-1807304
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) -------- Identification Number)
P.O. Box 398, 59 Highway 515, Blairsville, Georgia 30512
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(Address of Principal Executive Offices)
________________________
KEY EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plan)
________________________
Mr. Jimmy C. Tallent
President and Chief Executive Officer
United Community Banks, Inc.
P.O. Box 398
59 Highway 515
Blairsville, Georgia 30512
(706) 745-2151
(Name, Address, and Telephone Number, Including Area Code, of Agent for
Service)
________________________
Copies to:
F. Sheffield Hale, Esq.
Kilpatrick Stockton LLP
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309
Calculation of Registration Fee
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Proposed Maximum Proposed Maximum
Title of Securities Amount to Offering Price Aggregate Amount of
to be Registered be Registered Per Share(1) Offering Price Registration Fee
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Common Stock, $1.00 par 150,000 shares $11.39 $1,708,500 $474.96
value
Based on the book value of each share, $11.39, as of the most
recent practicable date, September 30, 1998, pursuant to Rule
457(h).
/TABLE
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on December 27, 1995
(Commission File No. 33-80885) are incorporated by reference.
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are
as follows:
Exhibit Number Description
4 Key Employee Stock Option Plan (included as
Exhibit 4 to the Registrant's Form S-8 dated
December 27, 1995 filed with the Commission
and incorporated herein by reference)
5 Opinion of Kilpatrick Stockton LLP
23 Consent of Porter Keadle Moore, LLP
24 Power of attorney (See Signature Page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 this 30th day of November, 1998.
UNITED COMMUNITY BANKS, INC.
By: /s/ Jimmy C. Tallent
Jimmy C. Tallent
President and Chief Executive Officer
Each person whose signature appears below appoints Jimmy C.
Tallent and Christopher J. Bledsoe, or either of them, attorney-in-
fact, either with power of substitution, for him in any and all
capacities, to sign any amendments to this Form S-8 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, this
registration statement has been signed by the following persons in the
capacities and on the date indicated:
Signature/Position(s) with Company Signing Capacity Date
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/s/ Jimmy C. Tallent Principal Executive Officer November 30, 1998
Jimmy C. Tallent
President, Chief Executive Officer, and
Director
/s/ Robert L. Head, Jr. Director November 30, 1998
Robert L. Head, Jr.
Chairman of the Board, Director
/s/ Thomas C. Gilliland Director November 30, 1998
Thomas C. Gilliland
Executive Vice President, Director
/s/ Billy M. Decker Director November 30, 1998
Billy M. Decker
Director
/s/ Charles E. Hill Director November 30, 1998
Charles E. Hill
Director
/s/ Hoyt O. Holloway Director November 30, 1998
Hoyt O. Holloway
Director
/s/ P. Deral Horne Director November 30, 1998
P. Deral Horne
Director
/s/ John R. Martin Director November 30, 1998
John R. Martin
Director
/s/ Clarence W. Mason, Sr. Director November 30, 1998
Clarence W. Mason, Sr.
Director
/s/ W.C. Nelson, Jr. Director November 30, 1998
W.C. Nelson, Jr.
Director
/s/ Charles E. Parks Director November 30, 1998
Charles E. Parks
Director
/s/ Christopher J. Bledsoe Principal Financial Officer November 30, 1998
Christopher J. Bledsoe
Senior Vice President and Chief Financial Officer
/s/ Patrick J. Rusnak Principal Accounting Officer November 30, 1998
Patrick J. Rusnak
Controller
EXHIBIT INDEX TO REGISTRATION STATEMENT OF FORM S-8
Exhibit
Number Description
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5 Opinion of Kilpatrick Stockton LLP
23 Consent of Porter Keadle Moore, LLP
24 Power of attorney (See Signature Page)
EXHIBIT 5
KILPATRICK STOCKTON LLP Attorneys at Law
Suite 2800
1100 Peachtree Street
Atlanta, Georgia 30309-4530
Telephone: 404.815.6500
Facsimile: 404.815.6555
Web site: www.kilstock.com
E-mail: shale@kilstock.com
January 7, 1999 Direct Dial: 404.815.6302
United Community Banks, Inc.
P.O. Box 398
59 Highway 515
Blairsville, Georgia 30512
Re:Form S-8 Registration Statement
Gentlemen:
We have acted as counsel for United Community Banks, Inc., a Georgia
corporation (the "Company"), in the preparation and filing of a
registration statement on Form S-8 (the "Registration Statement")
relating to the Company's Key Employee Stock Option Plan (the "Plan")
and the proposed offer and sale of up to 150,000 shares of the
Company's common stock, $1.00 par value (the "Shares") pursuant
thereto. In connection with the preparation of said Registration
Statement, we have examined originals or copies of such corporate
records, documents and other instruments relating to the authorization
and issuance of the Shares as we have deemed relevant under the
circumstances.
On the basis of the foregoing, it is our opinion that:
The proposed offer and sale of the Shares pursuant to the Plan have
been duly authorized by the Board of Directors of the Company, and
such Shares, when issued in accordance with the terms and conditions
of the Plan, will be legally and validly issued, fully paid and non-
assessable.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement.
Sincerely,
KILPATRICK STOCKTON LLP
By: /s/ F. Sheffield Hale
F. Sheffield Hale, a Partner
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated March 6, 1998, accompanying the
consolidated financial statements incorporated by reference in the
Annual Report of United Community Banks, Inc. on Form 10-K for the
year ended December 31, 1997. We hereby consent to the incorporation
by reference of said report in the Registration Statement of United
Community Banks, Inc. on Form S-8 (File No. 33-80885, effective
December 27, 1995).
PORTER KEADLE MOORE, LLP
/s/ Porter Keadle Moore, LLP
Atlanta, Georgia
January 7, 1999