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
December 23, 2008
(Date of Report (Date of Earliest Event Reported))
United Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Michigan | 0-16640 | 38-2606280 |
(State or other jurisdiction | Commission | (I.R.S. Employer |
205 E. Chicago Boulevard, Tecumseh, MI 49286
(Address of principal executive offices)
(517) 423-8373
(Registrant's telephone number including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At a special meeting of shareholders held on December 23, 2008, United shareholders approved an amendment to United's Restated Articles of Incorporation. The amendment includes a provision authorizing the board of directors to issue up to 2,000,000 shares of preferred stock. The amendment permits the board of directors to authorize the issuance of preferred stock without additional shareholder approval, with such relative rights and preferences as may be established by resolution of the board of directors. The terms of the shares to be authorized, including dividend or interest rates, conversion prices, voting rights, redemption prices, maturity dates and similar matters would be determined by the board of directors. No class of preferred stock was previously authorized by United's Restated Articles of Incorporation. | |
The amendment empowers the board of directors to determine the designations and relative voting, distribution, dividend, liquidation and other rights, preferences and limitations of the preferred stock, including, among other things: (i) the designation of each class or series and the number of shares in the class or series; (ii) the dividend rights, if any, of the class or series; (iii) the voting rights, if any (in addition to any prescribed by law), of the holders of shares of the class or series; (iv) the rights, if any, to convert or exchange the shares into or for other securities; (v) the conditions or restrictions, if any, on specified actions of the United affecting the rights of the shares; (vi) the redemption provisions, if any, of the shares; (vii) the preference, if any, to which any class or series would be entitled in the event of the liquidation or distribution of United's assets; and (viii) the provisions of a sinking fund, if any, provided for the redemption of the preferred stock. | |
Item 7.01 | Regulation FD Disclosure. |
On December 23, 2008, United Bancorp, Inc. issued the press release attached as Exhibit 99.1 to this Current Report on Form 8-K, which is here incorporated by reference. This Report and the Exhibit are furnished to, and not filed with, the Commission. | |
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits |
99.1 Press Release dated December 23, 2008. This Exhibit is furnished to, and not filed with, the Commission. |
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 Bancorp, Inc. | |
(Registrant) | |
By: |
Date: December 23, 2008 | /S/ Randal J. Rabe |
Randal J. Rabe, Executive Vice |
EXHIBIT INDEX
Exhibit Number | Document |
99.1 | Press Release dated December 23, 2008. This Exhibit is furnished to, and not filed with, the Commission. |