Pursuant to Rule 12b-25(e), the following disclosure items are omitted from this report: Part I (Financial Information), Items 1 through 4; Part II (Other Information), Item 6, Exhibits 31 and 32.
United States
Securities and Exchange Commission
Washington, D.C. 20549
_______________________________
Form 10-Q
þ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2010
_________________________
Commission File #0-16640
(Exact name of registrant as specified in its charter)
Michigan |
| 38-2606280 |
(State or other jurisdiction of |
| (I.R.S. Employer Identification No.) |
2723 South State Street, Ann Arbor, MI 48104
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (517) 423-8373
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yesþ Noo
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yeso Noo
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 Filero | Accelerated filero |
| Non-accelerated filero (do not check if | Smaller reporting companyþ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yeso Noþ
As of August 11, 2010, there were outstanding 5,083,311 shares of the registrant's common stock, no par value.
CROSS REFERENCE TABLE
Item | Description | Page |
CROSS REFERENCE TABLE | 2 |
PART I - FINANCIAL INFORMATION | 3 |
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations | 3 |
Item 3 - Quantitative and Qualitative Disclosures about Market Risk | 3 |
Item 4 - Controls and Procedures | 3 |
PART II - OTHER INFORMATION | 3 |
Item 1A - Risk Factors | 3 |
Item 6 - Exhibits | 3 |
SIGNATURES | 4 |
EXHIBIT INDEX | 5 |
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
To be filed by amendment.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
To be filed by amendment.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
To be filed by amendment.
ITEM 4 - CONTROLS AND PROCEDURES
To be filed by amendment.
PART II - OTHER INFORMATION
ITEM 1A - RISK FACTORS
The following risk factor updates the disclosure of risk factors included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2009.
The recently enacted Dodd-Frank Act may adversely impact the Company's results of operations, financial condition or liquidity.
On July 21, 2010, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), was signed into law by President Obama. The Dodd-Frank Act represents a comprehensive overhaul of the financial services industry within the United States, establishes the new federal Bureau of Consumer Financial Protection (the "BCFP"), and will require the BCFP and other federal agencies to implement many new and significant rules and regulations. At this time, it is difficult to predict the extent to which the Dodd-Frank Act or the resulting rules and regulations will impact the Company's and the Bank's business. Compliance with these new laws and regulations will likely result in additional costs, which could be significant and could adversely impact the Company's results of operations, financial condition or liquidity.
Other than as set forth above, there have been no other material changes in the risk factors applicable to the Company from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009.
ITEM 6 - EXHIBITS
The exhibits filed in response to Item 601 of Regulation S-K are listed in the Exhibit Index, which is here incorporated by reference.
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, thereunto duly authorized.
United Bancorp, Inc.
August 16, 2010
/s/ Robert K. Chapman |
| /s/ Randal J. Rabe |
Robert K. Chapman |
| Randal J. Rabe |
President and Chief Executive Officer |
| Executive Vice President and |
(Principal Executive Officer) |
| (Principal Financial Officer) |
EXHIBIT INDEX
Exhibit | Description | |
2.1 | Agreement of Consolidation. Previously filed with the Commission on January 15, 2010 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 2.1. Incorporated here by reference. | |
3.1 | Restated Articles of Incorporation of United Bancorp, Inc. Previously filed with the Commission on February 27, 2009 in United Bancorp, Inc.'s Annual Report on Form 10-K, Exhibit 3.1. Incorporated here by reference. | |
3.2 | Amended and Restated Bylaws of United Bancorp, Inc. Previously filed with the Commission on December 9, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 3.1. Incorporated here by reference. | |
3.3 | Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 3.1. Incorporated here by reference. | |
4.1 | Restated Articles of Incorporation of United Bancorp, Inc. Exhibit 3.1 is incorporated here by reference. | |
4.2 | Amended and Restated Bylaws of United Bancorp, Inc. Exhibit 3.2 is incorporated here by reference. | |
4.3 | Form of Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.1. Incorporated here by reference. | |
4.4 | Warrant, dated January 16, 2009, issued to the United States Department of the Treasury. Previously filed with the Commission on January 16, 2009 in United Bancorp, Inc.'s Current Report on Form 8-K, Exhibit 4.2. Incorporated here by reference. | |
4.5 | Certificate of Designations for Fixed Rate Cumulative Perpetual Preferred Stock, Series A. Exhibit 3.3 is incorporated here by reference. | |
10.1 | United Bancorp, Inc. Stock Incentive Plan of 2010. Previously filed with the Commission on March 17, 2010 as Attachment B to United Bancorp, Inc.'s definitive proxy statement for the 2010 annual meeting of shareholders. Incorporated here by reference. | |
31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* | |
32.1 | Certification pursuant to 18 U.S.C. Section 1350.* | |
* To be filed by amendment.