UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): July 1, 2005
UTG, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-16867 20-2907892
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
5250 South Sixth Street
Springfield, Illinois 62703
(Address of principal executive offices and zip code)
(217) 241-6300
(Registrant's telephone number, including area code)
Successor Issuer to United Trust Group, Inc.
(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 (see General Instruction A.2):
Written communications pursuant to Rule 425 under the Securities Act
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
Explanatory Note
This Current Report on Form 8-K/A is filed by UTG, Inc. (the "Registrant"),
in connection with the matters described herein. It is being filed to amend Item
8.01 of the Current Report on Form 8-K filed by the Registrant with the
Commission on July 1, 2005. The remainder of the text of the original Form 8-K
is not being amended by this filing, and, accordingly, it is hereby incorporated
by reference.
Item 8.01. Other Events.
Reincorporation
The Explanatory Note set forth above is incorporated into this Item 8.01 in
its entirety.
Pursuant to the Merger Agreement, UTG Illinois merged with and into the
Company, and the Company continued as the surviving corporation. The assets and
liabilities of UTG Illinois became the assets and liabilities of the Company.
Each outstanding share of common stock, no par value, of UTG Illinois was
automatically converted into one share of common stock, $0.001 par value, of the
Company at the effective time of the merger. Shareholders of UTG Illinois had
dissenters' rights with respect to the Reincorporation Merger. It was not
necessary for the shareholders of UTG Illinois to exchange their existing share
certificates for share certificates of the Company. However, shareholders may
exchange their certificates if they so choose by surrendering certificates
representing shares of UTG Illinois to the Company's Stock Transfer Department.
All employee benefit plans of UTG Illinois (including all stock options and
other equity based plans) have been assumed and will be continued by the
Company. Each stock option and other equity-based award issued and outstanding
pursuant to such plans was converted automatically into a stock option or other
equity-based award with respect to the same number of shares of common stock of
the Company, upon the same terms and subject to the same conditions as set forth
in the applicable plan under which the award was granted and in the agreement
reflecting the award. The directors and officers of UTG Illinois became the
directors and officers of the Company.
The Reincorporation Merger did not result in a change in the location of
UTG Illinois operations or employees or in its business operations, and none of
UTG Illinois' subsidiaries changed their respective states or jurisdictions of
incorporation in connection with the Reincorporation Merger. The Company's
common stock continues to be traded in the over-the-counter market without
interruption under the new symbol "UTGN.OB".
Description of Capital Stock
The following summary description of the capital stock of the Company is
qualified in its entirety by reference to applicable provisions of Delaware law
and the Delaware Charter and Bylaws, which are attached as Exhibits 3.1 and 3.2
to this Report and incorporated by reference into this Item 8.01.
Common Stock
The Company is authorized to issue up to 7,000,000 shares of common stock,
$0.001 par value per share. Holders of common stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
shareholders. Directors are elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and entitled to vote on
the election of directors. Subject to the preferences applicable to any shares
of preferred stock outstanding at the time, holders of common stock are entitled
to dividends when and as declared by the board of directors of the Company from
funds legally available therefor and are entitled, in the event of liquidation,
to share ratably in all assets remaining after payment of liabilities and
preferred stock preferences, if any.
No redemption or conversion provisions are applicable to the common stock.
Holders of shares of common stock do not have preemptive rights to subscribe for
additional shares of common stock and are not subject to personal liability for
any debts of the Company. The outstanding shares of common stock of the Company
are fully paid and nonassessable.
Preferred Stock
The Company is authorized to issue up to 150,000 shares of preferred stock,
$0.001 par value per share. The board of directors of the Company may, without
further action by the stockholders, issue preferred stock in one or more series
and fix the number and designation of shares, rate of dividends, redemption
terms (including purchase and sinking fund provisions), conversion rights,
liquidation amounts, voting rights, and any other lawful rights, preferences and
limitations of each such series. All shares of preferred stock shall be of equal
rank and have the same powers, preferences and rights, and shall be subject to
the same qualifications, limitations, and restrictions, without distinction
between the shares of different series, except with respect to the following:
(i) Dates from which dividends commence to accrue; (ii) The redemption price and
the manner in which such shares may be redeemed; (iii) Amounts payable to
holders thereof upon dissolution; (iv) Sinking fund provisions; terms and rates
of conversion; and (v) Voting rights. If stated dividends and amounts payable on
liquidation are not paid in full, the shares of all series of preferred stock
will share ratably in the payment of dividends, in accordance with the sums
which would be payable on such shares if all dividends were declared and paid in
full, and in any distribution of assets in accordance with the sums which would
be payable if all sums payable were discharged in full.
The issuance of preferred stock, while providing flexibility in connection
with possible acquisitions and other corporate purposes, could, among other
things, dilute the voting power of the holders of common stock, and under
certain circumstances, have possible anti-takeover effects, such as making it
more difficult for a third party to gain control of the Company. No shares of
preferred stock are currently outstanding, and the Company has no present plans
to issue any such shares.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this amended report to be signed on its behalf by the
undersigned hereunto duly authorized.
UTG, INC.
Date: July 8, 2005 By: /s/ Theodore C. Miller
Theodore C. Miller
Senior Vice President and Chief
Financial Officer
