Form S-8
As filed with the Securities and Exchange Commission on August 1, 2007
File No. 333-_________

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

UNITED COMMUNITY BANKS, INC.
(Exact Name of Registrant as Specified in its Charter)
Georgia
(State or Other Jurisdiction of
Incorporation or Organization)
  
58-1807304
(I.R.S. Employer
Identification Number)
P.O. Box 398
63 Highway 515
Blairsville, Georgia 30512
(Address of Issuer’s Principal Executive Offices)
Amended and Restated 2000 Key Employee Stock Option Plan
(Full Title of the Plan)

Mr. Jimmy C. Tallent
President and Chief Executive Officer
P.O. Box 398
63 Highway 515
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)
 
     Calculation of Registration Fee    
         
Title of Securities
to be Registered
 
Amount to
be Registered
Proposed Maximum
Offering Price
Per Share
Proposed Maximum
Aggregate
Offering Price
Amount of
Registration Fee
 
Common Stock, par value $1.00 per Share
 
1,650,000 (1)
 
$23.71 (2)
 
$39,121,500
 
$1,201.03
 
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
 
(2) In addition, pursuant to Rule 416 of the Securities Act of 1933, 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) Determined in accordance with Rule 457(c) and (h) of the Securities Act of 1933. The proposed maximum aggregate offering price and amount of registration fee are based on $23.71, the average of the high and low price on Nasdaq on July 30, 2007.
 
________________________________
 
United Community Banks, Inc. (the “Company”) files this Registration Statement on Form S-8 in connection with the United Community Banks, Inc. Amended and Restated 2000 Key Employee Stock Option Plan (the “Plan”) to increase the number of shares of common stock that may be issued under the Plan. The shares authorized under the Plan have been increased by 1,650,000. The Company previously filed a registration statement on Form S-8 (File No. 333-120623) (the “Prior Registration Statement”) covering 1,650,000 shares of the Company’s common stock authorized for issuance under the Plan and a registration statement on Form S-8 (File No. 333-99849) (the “Initial Registration Statement”) covering 1,954,500 shares (or 1,303,000 shares adjusted for a 3 for 2 stock dividend) of the Company’s common stock initially authorized for issuance under the Plan. The Prior Registration Statement and Initial 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 Prior Registration Statement and Initial 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

4.4
United Community Banks, Inc.’s Amended and Restated 2000 Key Employee Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to United Community Banks, Inc.’s Form 8-K dated April 30, 2007, File No. 0-21656, filed with the Commission on May 1, 2007).

4.5
Amendment No. 1 to United Community Banks, Inc.’s Amended and Restated 2000 Key Employee Stock Option Plan (incorporated herein by reference to Exhibit 10.1 to United Community Banks, Inc.’s Form 8-K dated April 13, 2007, File No. 0-21656, filed with the Commission on April 13, 2007).

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).
 
2
 
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 August 1, 2007.
 
 
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 constitutes and appoints Jimmy C. Tallent and Robert L. Head, Jr., and each of them acting alone, his true and lawful attorney-in-fact with full power of substitution, for him in any and all capacities, to execute any and all amendments and post-effective amendments to this Registration Statement 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 of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 1, 2007.
 
/s/ Jimmy C. Tallent                                                                              
Jimmy C. Tallent
 
President, Chief Executive Officer, and Director
(Principal Executive Officer)
/s/ Rex S. Schuette                                                                                
Rex S. Schuette
 
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ Alan H. Kumler                                                                                
Alan H. Kumler
 
Senior Vice President, Controller and Chief Accounting Officer
(Principal Accounting Officer)
/s/ Robert L. Head, Jr.                                                                           
Robert L. Head, Jr.
 
 
Chairman of the Board
/s/ W.C. Nelson, Jr.                                                                               
W.C. Nelson, Jr.
 
 
Vice Chairman of the Board
 
/s/ A. William Bennett                                                                          
A. William Bennett
 
Director
 
/s/ Robert H. Blalock                                                                            
Robert H. Blalock
 
 
Director
/s/ Guy W. Freeman                                                                              
Guy W. Freeman
 
 
Director
 
 
3
 
 
/s/ Thomas C. Gilliland                                                                         
Thomas C. Gilliland
 
 
Director
/s/ Charles Hill                                                                                       
Charles Hill
 
 
Director
/s/ Hoyt O. Holloway                                                                           
Hoyt O. Holloway
 
 
Director
/s/ John D. Stephens                                                                            
John D. Stephens
 
 
Director
/s/ Clarence W. Mason, Sr.                                                                 
Clarence W. Mason, Sr.
 
 
Director
/s/ Tim Wallis                                                                                        
Tim Wallis
 
 
Director
 
4
 
 
EXHIBIT INDEX
 
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).
 
 
 
5