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): April 22, 2021
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||||||||||||
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(706 ) 781-2265
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:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. | ||||
On April 22, 2021, United Community Banks, Inc. (together with its subsidiaries, “United”) filed with the Georgia Secretary of State: •Articles of Correction to its Restated Articles of Incorporation (the “Articles”), which corrected scrivener’s errors in certain previously filed amendments to the Articles; and •Articles of Amendment to the Articles eliminating previously designated series of preferred stock that no longer are issued or outstanding. The Articles of Correction and Articles of Amendment were effective upon filing with the Georgia Secretary of State. | |||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
| (d) Exhibits | The following exhibit index lists the exhibits that are either filed or furnished with the Current Report on Form 8-K. | ||||
| EXHIBIT INDEX | |||||
| Exhibit No. | Description | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
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.
| UNITED COMMUNITY BANKS, INC. | ||||||||
| By: | /s/ Melinda Davis Lux | |||||||
| Name: | Melinda Davis Lux | |||||||
| Title: | Executive Vice President, General Counsel, and Corporate Secretary | |||||||
| Date: April 23, 2021 | ||||||||
Exhibit 3.1
ARTICLES OF CORRECTION
OF
ARTICLES OF AMENDMENT TO THE
RESTATED ARTICLES OF INCORPORATION
OF
UNITED COMMUNITY BANKS, INC.
a Georgia corporation
Pursuant to Section 14-2-124 of the Georgia Business Corporation Code, United Community Banks, Inc., a Georgia corporation (the “Company”), hereby files these Articles of Correction.
1.The name of the corporation is United Community Banks, Inc.
2.The following documents filed with the Georgia Secretary of State contain incorrect statements and require correction:
a.Articles of Amendment filed by the Company on June 17, 2011 stating, in part, that the Company had the authority to issue 130,000,000 shares of non-voting common stock (the “First 2011 Amendment”);
b.Articles of Amendment filed by the Company on June 17, 2011 stating, in part, that following a reclassification of its common stock (effected in the form of a reverse stock split), the Company had the authority to issue 26,000,000 shares of non-voting common stock (the “Second 2011 Amendment”);
c.Articles of Amendment filed by the Company on June 23, 2016 stating, in part, that the Company had the authority to issue 26,000,000 shares of non-voting common stock (the “2016 Amendment”); and
d.Articles of Amendment filed by the Company on June 5, 2020 (the “2020 Amendment”) adding the designation of powers, preferences, limitations, restrictions and relative rights of the Company’s Senior 6.875% Non-Cumulative Preferred Stock, Series I (the “Series I Designation”).
3.The First 2011 Amendment was filed to reflect the approval by the Company’s shareholders of amendments to the Company’s Restated Articles of Incorporation that, among other things, created a class of 150,000,000 shares of non-voting common stock. When the First 2011 Amendment was filed, however, due to a scrivener’s error, it incorrectly stated that the number of authorized shares of non-voting common stock was 130,000,000. When the Second 2011 Amendment was filed to reflect the reclassification (a 1-for-5 reverse stock split), it incorrectly stated that the number of shares of non-voting common stock following the reclassification was 26,000,000 (which is one-fifth of the incorrect number of shares of non-voting common stock that was reflected in the First 2011 Amendment). That same number (26,000,000) was incorrectly repeated in the 2016 Amendment, which was filed to reflect an increase in the number of shares of authorized voting common stock. In both the Second 2011 Amendment and the 2016 Amendment, the number “26,000,000” should have been “30,000,000” (which is one-fifth of the correct number (150,000,000) of shares of non-voting common stock that were approved by the Company’s shareholders in 2011 and should have been reflected in the First 2011 Amendment. Accordingly, the number “130,000,000” set forth in the First 2011 Amendment is corrected to read “150,000,000” and the number “26,000,000” set forth in both the Second 2011 Amendment and the 2016 Amendment is corrected to read “30,000,000”. The 2020 Amendment, due to a scrivener’s error, incorrectly refers to Delaware law in Section 4(a) of the Series I Designation. Accordingly the word “Delaware” as set forth in Section 4(a) of the Series I designation is corrected to read “Georgia”.
* * *
[Signature Appears on Following Page]
IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has executed these Articles of Correction to be executed on this 21st day of April, 2021.
UNITED COMMUNITY BANKS, INC.
By: /s/ Melinda Davis Lux
Name: Melinda Davis Lux
Title: Executive Vice President, General Counsel and Corporate Secretary
Exhibit 3.2
ARTICLES OF AMENDMENT
TO THE
RESTATED ARTICLES OF INCORPORATION
OF
UNITED COMMUNITY BANKS, INC.
1.The name of the corporation is United Community Banks, Inc.
2.The Board of Directors of United Community Banks, Inc., a Georgia corporation (the “Company”), unanimously adopted a resolution deleting from the Restated Articles of Incorporation of the Company all of the designations, powers, preferences, limitations , restrictions and relative rights of the following series (the “Eliminated Series”) of preferred stock:
Series A Non-Cumulative Preferred Stock;
Fixed Rate Cumulative Perpetual Preferred Stock, Series B;
Common Stock Equivalent Junior Preferred Stock;
Series C Convertible Preferred Stock;
Cumulative Perpetual Preferred Stock, Series D;
Junior Participating Preferred Stock, Series E;
Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock, Series F;
Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock, Series G; and
Senior Non-Cumulative Perpetual Preferred Stock, Series H (the “Amendment”).
3.The Amendment does not provide for an exchange, reclassification, or cancellation of issued shares. No shares of the Eliminated Series are currently issued or outstanding.
4.The Amendment was duly adopted by the Company’s Board of Directors on February 18, 2021.
5.These Articles of Amendment were adopted by the Company’s Board of Directors without shareholder approval because they are effective without shareholder action pursuant to O.C.G.A. §§ 14-2-602(e) and 14-2-1002(9).
IN WITNESS WHEREOF, the undersigned, on behalf of the Company, has executed these Articles of Amendment on this 21st day of April, 2021.
UNITED COMMUNITY BANKS, INC.
By: /s/ Melinda Davis Lux
Name: Melinda Davis Lux
Title: Executive Vice President, General Counsel and Corporate Secretary