UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported):
June 11,
2010
United
Community Banks, Inc.
(Exact
name of registrant as specified in its charter)
|
Georgia
|
No. 0-21656
|
No. 58-180-7304
|
|
(State
or other jurisdiction of
|
(Commission
File Number)
|
(IRS
Employer
|
|
incorporation)
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Identification
No.)
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63
Highway 515, P.O. Box 398
Blairsville,
Georgia 30512
(Address
of principal executive offices)
(706)
781-2265
(Registrant's
telephone number, including area code)
Not
applicable
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
q
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
q
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
q
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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|
q
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240-13e-4(c))
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Item
1.01 Entry into a
Material Definitive Agreement
On June
11, 2010, United Community Banks, Inc. (“United”),
entered into an amendment to its securities purchase agreement, dated April 1,
2010, between United and Fletcher International, Ltd. (“Fletcher”)
and warrant to purchase non-voting common stock equivalent junior preferred
stock, par value $1.00 per share, dated April 5, 2010, granted by United to
Fletcher. The
amendment to the securities purchase agreement amended the number of authorized
shares that United asked its shareholders to approve, and the amendment to the
warrant revises the formula used to determine the number of shares that will be
issued to Fletcher upon a warrant exercise.
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Amendment to Securities Purchase Agreement, dated June 11, 2010 between United Community Banks, Inc. and Fletcher International, Ltd. | |
| 1.2 | Amendment to Warrants to Purchase Shares of Common Stock of United Community Banks, Inc., dated June 11, 2010, between United Community Banks, Inc. and Fletcher International, Ltd. | |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| /s/ Rex S. Schuette | |
| Rex S. Schuette | |
| Executive Vice President and | |
| Chief Financial Officer |
June 11,
2010
Exhibit
1.1
AMENDMENT
TO SECURITIES PURCHASE AGREEMENT
THIS AMENDMENT TO SECURITIES
PURCHASE AGREEMENT
(the “Amendment”) dated as
of June 11, 2010, is entered into by and between United Community Banks, Inc., a
corporation organized under the laws of Georgia (together with its successors,
the “Company”),
and Fletcher International, Ltd., a company domiciled in Bermuda (together with
its successors, “Fletcher”). Capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Securities Purchase Agreement, as applicable.
WHEREAS, the parties entered
into that certain Securities Purchase Agreement, dated as of April 1, 2010 (the
“Securities Purchase
Agreement”); and
WHEREAS, the parties desire to
amend Section 6(a) of the Securities Purchase Agreement to correct a
typographical error contained therein;
NOW, THEREFORE, for and in
consideration of the mutual covenants, representations and warranties herein
contained, the parties hereto, intending to be legally bound, hereby agree as
follows:
1. Section
6(a)(ii) of the Securities Purchase Agreement is amended by deleting
“300,000,000” and replacing it with “200,000,000”.
2. Except
as set forth in this Amendment, the other provisions of the Securities Purchase
Agreement shall remain in full force and effect in accordance with their
respective terms. The execution, delivery and performance of this
Amendment shall not, except as expressly provided herein, constitute a waiver of
any provision of, or operate as a waiver of any right, power or remedy of the
parties under the Securities Purchase Agreement or any of the other agreements
entered into by the parties in connection therewith.
3. This
Amendment may be executed in two or more counterparts, all of which shall be
considered one and the same agreement, and shall become effective when one or
more such counterparts have been signed by each of the parties and delivered to
the other party.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the
parties hereto have executed and delivered this Amendment as of the date first
above written.
| UNITED COMMUNITY BANKS, INC. | ||
| By: | /s/ Rex S Schuette | |
| Name: | Rex S. Schuette | |
| Title: | EVP & CFO | |
| FLETCHER INTERNATIONAL, LTD., | ||
| by its duly authorized investment advisor, | ||
| FLETCHER ASSET MANAGEMENT, INC. | ||
| By: | /s/ Denis J. Kiely | |
| Name: | Denis J. Kiely | |
| Title: | Director | |
| By: | /s/ Stewart Turner | |
| Name: | Stewart Turner | |
| Title: | Director | |
&
#160;
&
#160;
[Signature
Page to Amendment to Securities Purchase Agreement]
Exhibit
1.2
AMENDMENT
TO WARRANTS TO PURCHASE
SHARES
OF COMMON STOCK
OF
UNITED COMMUNITY BANKS, INC
THIS AMENDMENT (the “Amendment”) dated as
of June 11, 2010, is made by United Community Banks, Inc., a corporation
organized under the laws of Georgia (together with its successors, the “Company”). Capitalized
terms used but not otherwise defined herein shall have the respective meanings
set forth in the Warrant, as applicable.
WHEREAS, the Company granted
Fletcher International, Ltd., a company domiciled in Bermuda (together with its
successors, “Fletcher”) warrants
to purchase Common Stock
Equivalent Junior Preferred Stock pursuant to that certain Warrants to
Purchase Shares of Common Stock of United Community Banks, Inc. dated as of
April 5, 2010 (the “Warrant”);
and
WHEREAS, the Company and
Fletcher desire to amend Section 1.5 of the Warrant;
NOW, THEREFORE, effective as
of April 5, 2010, Section 1.5(a) of the Warrant is hereby by deleting it in its
entirety and replacing it with the following:
(a) Subject
to Section 1.3 hereof and Section 6 of the Agreement, on a Warrant Closing Date,
the Company shall deliver an amount of duly authorized, validly issued, fully
paid and non-assessable shares of Common Stock Equivalent Junior Preferred Stock
(the “Settlement
Stock”) equal to “X” where:
X = [(N x
D) – (N x P)] / D
N = the
Warrant Amount to be exercised pursuant to such Warrant Exercise Notice divided
by the Warrant Price with respect to such Warrant Exercise Notice
D = Daily
Market Price (as defined in the Agreement) on the third (3rd)
Business Day before, and excluding, the date of the Warrant Exercise
Notice
P =
Warrant Price with respect to such Warrant Exercise Notice
2. Except
as set forth in this Amendment, the other provisions of the Warrant shall remain
in full force and effect in accordance with their respective
terms. The execution, delivery and performance of this Amendment
shall not, except as expressly provided herein, constitute a waiver of any
provision of, or operate as a waiver of any right, power or remedy of the
parties under the Warrant or any of the other agreements entered into by the
parties in connection therewith.
[SIGNATURE
PAGE FOLLOWS]
IN WITNESS WHEREOF, the
Company has caused this Amendment to be signed by its duly authorized
officer.
| UNITED COMMUNITY BANKS, INC. | ||
| By: | ||
| Name: | ||
| Title: | ||
&
#160;
ATTEST:
Secretary
Acknowledged
and Agreed:
| FLETCHER INTERNATIONAL, LTD., | |
| by its duly authorized investment advisor, | |
| FLETCHER ASSET MANAGEMENT, INC. | |
| By: | |
| Name: | |
| Title: | |
| By: | |
| Name: | |
| Title: |
&
#160;
[Signature
Page to Amendment to Warrant]