Form S-8
As filed with the Securities and Exchange Commission on May 28, 2010.   File No. 333-                    
 
 
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   58-1807304
(State or Other Jurisdiction of   (I.R.S. Employer
Incorporation or Organization)   Identification Number)
125 Highway 515 East
Blairsville, Georgia 30512

(Address of Issuer’s Principal Executive Offices)
United Community Banks, Inc. Profit Sharing Plan
(Full Title of the Plan)
Mr. Jimmy C. Tallent
President and Chief Executive Officer
P.O. Box 398
125 Highway 515 East
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)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
             
Large Accelerated Filer o   Accelerated Filer þ   Non-Accelerated Filer o   Smaller Reporting Company o
        (Do not check if a smaller reporting company)    
Calculation of Registration Fee
                                 
 
              Proposed
Maximum
    Proposed
Maximum
       
        Amount to be     Offering Price     Aggregate     Amount of  
  Title of Securities to be Registered     Registered     Per Share     Offering Price     Registration Fee  
 
Common Stock
    2,000,000 (1)     $4.54 (2)     $9,080,000     $ 647.40    
 
Participation Interests in United Community Banks, Inc. Profit Sharing Plan
    (3)     (4)     (4)       (4)    
 
     
(1)  
Pursuant to Rule 416, this Registration Statement shall be deemed to cover any additional securities to be offered or issued from stock splits, stock dividends or similar transactions.
 
(2)  
Estimated solely for the purpose of calculating the registration fee 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 $4.54, the average of the high and low price on Nasdaq on May 25, 2010.
 
(3)  
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration statement covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein.
 
(4)  
Not applicable.
 
 

 

 


 

United Community Banks, Inc. (the “Company”) files this Registration Statement on Form S-8 in connection with the United Community Banks, Inc. Profit Sharing 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 2,000,000 shares. The Company previously filed a registration statement on Form S-8 (File No. 333-159989) (the “Previous Registration Statement”) covering 500,000 shares. The Previous 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 Previous 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
       
 
  5    
Opinion of Kilpatrick Stockton LLP
       
 
  23.1    
Consent of Porter Keadle Moore, LLP
       
 
  23.2    
Consent of Kilpatrick Stockton LLP (included on Exhibit 5)
       
 
  24    
Power of Attorney (included on the Signature Page of this Registration Statement)

 

 


 

SIGNATURES OF REGISTRANT
Pursuant to the requirements of the Securities Act, 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 May 28, 2010.
         
  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 hereby constitutes and appoints Jimmy C. Tallent and Robert L. Head, Jr., and either of them, his or her true and lawful attorney-in-fact with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 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, this Registration Statement has been signed by the following persons in the capacities indicated on May 28, 2010.
     
/s/ Jimmy C. Tallent   President, Chief Executive Officer, and Director
Jimmy C. Tallent
  (Principal Executive Officer)
 
   
/s/ Rex S. Schuette   Executive Vice President and Chief Financial Officer
 
Rex S. Schuette
  (Principal Financial Officer)
 
   
/s/ Alan H. Kumler   Senior Vice President, Controller and Chief Accounting
 
Alan H. Kumler
  Officer (Principal Accounting Officer)
 
   
/s/ Robert L. Head, Jr.   Chairman of the Board
 
Robert L. Head, Jr.
   
 
   
/s/ W.C. Nelson, Jr.   Vice Chairman of the Board
 
W.C. Nelson, Jr.
   
 
   
/s/ Robert H. Blalock   Director
 
Robert H. Blalock
   
 
   
/s/ Cathy Cox   Director
 
Cathy Cox
   
 
   
/s/ Hoyt O. Holloway   Director
 
Hoyt O. Holloway
   
 
   
/s/ John D. Stephens   Director
 
John D. Stephens
   
 
   
/s/ Tim Wallis   Director
 
Tim Wallis
   

 

 


 

SIGNATURE OF PLAN
Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons who administer the employee benefit plan) have duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Tulsa, State of Oklahoma, on May 28, 2010.
         
  UNITED COMMUNITY BANK, INC. PROFIT SHARING PLAN
 
 
  BY: INTRUST BANK, N.A.    
     
  By:   /s/ John M. Goff  
    John M. Goff   
    Senior Vice President   

 

 


 

         
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
         
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)