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
Date of Report (Date of earliest event reported):
September 24, 2009
United Community Banks, Inc.
(Exact name of registrant as specified in its charter)
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| Georgia
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No. 0-21656
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No. 58-180-7304 |
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| (State or other jurisdiction of
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(Commission File Number)
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(IRS Employer |
| incorporation)
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Identification No.) |
63 Highway 515, P.O. Box 398
Blairsville, Georgia 30512
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(706) 781-2265
Not applicable
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240-13e-4(c)) |
Item 1.01
Entry into a Material Definitive Agreement.
On
September 24, 2009, United Community Banks, Inc. (the
“Company”) entered into an underwriting agreement with Sandler O’Neill
& Partners, L.P. as representative of the underwriters named therein (the “Underwriting
Agreement”), in connection with its public offering of 38,700,000 shares of common stock of
the Company, par value $1.00 per share (the “Common Stock”), at a public offering price of
$5.00 per share. The Company granted the underwriters a 30-day option to purchase up to an
additional 5,805,000 shares of Common Stock pursuant to the Underwriting Agreement to cover
over-allotments, if any.
The sale of the shares was made pursuant to
the Company’s Registration Statement on Form S-3 (File
No. 333-159958), including a prospectus supplement dated
September 24, 2009 to the prospectus contained in the
Registration Statement. The final prospectus supplement was filed by
the Company with the Securities and Exchange Commission, pursuant to
Rule 424(b)(5) under the Securities Act of 1933, as amended.
This description of the Underwriting Agreement is a summary and is qualified in its
entirety by reference to the full text of the Underwriting Agreement, which is attached hereto
as Exhibit 1.1 and is incorporated herein by reference.
Item 8.01
Other Events.
Press
Release
On
September 24, 2009, the
Company issued a press release announcing
the pricing of the Company’s public offering. A copy of the
press release is attached hereto as Exhibit 99.1.
Legal
Opinion
The
validity of the shares offered in its public offering was passed upon
for the Company by Kilpatrick Stockton LLP. The opinion is attached
hereto as Exhibit 5.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement, dated September 24, 2009 between the Company and
Sandler O’Neill & Partners, L.P. as representatives of the underwriters named therein. |
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5.1
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Opinion and Consent of Kilpatrick Stockton LLP. |
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99.1
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Press Release, dated September 24, 2009. |