UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2007
Commission File Number 0-21656
UNITED COMMUNITY BANKS, INC.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation) | | (I.R.S. Employer Identification No.) |
63 Highway 515, Blairsville, Georgia | | |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (706) 781-2265
Securities registered pursuant to Section 12(b) of the Act: None
Name of exchange on which registered: Nasdaq Global Select
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $1.00 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes x No o
Indicate by check mark if the registrant is not required to file reports pursuant to Sections 13 or 15(d) of the Act.
Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 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. Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (check one):
Large accelerated filer x | Accelerated filer o | Non-accelerated filer o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No x
State the aggregate market value of the voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $1,088,226,189 based on shares held by non-affiliates at $25.89 per share, the closing stock price on the Nasdaq stock market on June 29, 2007).
As of January 31, 2008, 48,744,457 shares of common stock were issued and outstanding, including presently exercisable options to acquire 1,694,064 shares and 84,627 shares issuable under United Community Banks, Inc.’s deferred compensation plan.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on April 30, 2008 are incorporated herein into Part III by reference.
EXPLANTORY NOTE
United Community Banks, Inc. is filing this amendment on Form 10-K/A to its Form 10-K for the year ended December 31, 2007 to correct the date of the Annual Report on Form 10-K, as amended, referenced in Exhibit 32, Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 if the Sarbanes-Oxley Act of 2002. The original certification in Exhibit 32 referenced the December 31, 2006 Form 10-K and should have referenced the December 31, 2007 Form 10-K.
United Community Banks, Inc. is filing an unofficial PDF copy of the entire Form 10-K, as amended, with this amendment.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(a) of the Securities Exchange Act of 1934, United has duly caused this Report on Form 10-K, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blairsville, State of Georgia, on the 14th day of March, 2008.
| | UNITED COMMUNITY BANKS, INC. | |
| | | (Registrant) | |
| | | | |
| | | | |
| | By: | /s/ Jimmy C. Tallent | |
| | | Jimmy C. Tallent | |
| | | President and Chief Executive Officer | |
| | | (Principal Executive Officer) | |
| | | | |
| | By: | /s/ Rex S. Schuette | |
| | | Rex S. Schuette | |
| | | Executive Vice President and Chief Financial Officer |
| | | (Principal Financial Officer) | |
| | | | |
| | By: | /s/ Alan H. Kumler | |
| | | Alan H. Kumler | |
| | | Senior Vice President, Controller and Chief Accounting Officer |
| | | (Principal Accounting Officer) | |
| | /s/ Jimmy C. Tallent | |
| | Jimmy C. Tallent | |
| | President, Chief Executive Officer and Director |
| | | |
| | * | |
| | Robert L. Head, Jr. | |
| | Chairman of the Board | |
| | | |
| | * | |
| | W. C. Nelson, Jr. | |
| | Vice Chairman of the Board | |
| | | |
| | * | |
| | A. William Bennett | |
| | Director | |
| | | |
| | * | |
| | Robert Blalock | |
| | Director | |
| | | |
| | * | |
| | Guy W. Freeman | |
| | Director | |
| | * | |
| | Thomas C. Gilliland | |
| | Director | |
| | | | |
| | * | |
| | Charles E. Hill | |
| | Director | |
| | | | |
| | * | |
| | Hoyt O. Holloway | |
| | Director | |
| | | | |
| | * | |
| | Clarence W. Mason, Sr. | |
| | Director | |
| | | | |
| | * | |
| | John D. Stephens | |
| | Director | |
| | | | |
| | * | |
| | Tim Wallis | |
| | Director | |
| | | | |
| * By: | /s/ Jimmy C. Tallent | |
| | Jimmy C. Tallent | |
| | Attorney-in-Fact | |
