As filed with the Securities and Exchange Commission on May 28, 2010.		File No. 333-

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

UNITED COMMUNITY BANKS, INC.

Georgia		58-1807304
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)

125 Highway 515 East
Blairsville, Georgia 30512
(Address of Issuer’s Principal Executive Offices)

United Community Banks, Inc. Deferred Compensation Plan
(Full Title of the Plan)

Mr. Jimmy C. Tallent
President and Chief Executive Officer
P.O. Box 398
125 Highway 515 East
Blairsville, Georgia 30512
(706) 785-2265
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Mr. James W. Stevens
Kilpatrick Stockton LLP
1100 Peachtree Street, N.E., Suite 2800
Atlanta, Georgia 30309-4530
(404) 815-6500
(404) 815-6555 (fax)

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 Filer o		Accelerated Filer þ		Non-Accelerated Filer o (Do not check if a smaller reporting company)		Smaller Reporting Company o

Calculation of Registration Fee

Proposed Maximum

Proposed Maximum

Amount to be

Offering Price

Aggregate

Amount of

Title of Securities to be Registered

Registered

Per Unit

Offering Price

Registration Fee

Common Stock $1.00 par value, to be issued under the Deferred Compensation Plan

200,000 (2)

$4.54 (3)

$908,000 (3)

$64.74

Deferred Compensation Obligations (1)

$5,000,000

N/A

$5,000,000

$356.50

Total

$421.24

 

 

United Community Banks, Inc. (the “Company”) files this Registration Statement on Form S-8 in connection with the United Community Banks, Inc. Deferred Compensation Plan (the “Plan”) to increase the number of shares of common stock that may be issued and deferred compensation obligations under the Plan. The shares authorized under the Plan have been increased by 200,000 shares and the deferred compensation obligations have been increased by $5,000,000. The Company previously filed a registration statement on Form S-8 (File No. 333-125017) (the “Previous Registration Statement”) covering 200,000 shares of common stock and $10,000,000 in deferred compensation obligations. The Previous Registration Statement continues and remains effective as to those shares registered thereunder.

INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE

Pursuant to Instruction E to Form S-8, the Company hereby incorporates by reference into this Registration Statement the contents of the Previous Registration Statement, including all amendments, attachments and exhibits thereto.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8. EXHIBITS.

The exhibits included as part of this Registration Statement are as follows:

Exhibit Number				Description
	5			Opinion of Kilpatrick Stockton LLP
	23.1			Consent of Porter Keadle Moore, LLP
	23.2			Consent of Kilpatrick Stockton LLP (included on Exhibit 5)
	24			Power of Attorney (included on the Signature Page of this Registration Statement)

SIGNATURES OF REGISTRANT

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Blairsville, State of Georgia, on May 28, 2010.

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints Jimmy C. Tallent and Robert L. Head, Jr., and either of them, his or her true and lawful attorney-in-fact with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8 and to cause the same to be filed, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby granting to said attorneys-in-fact and agents full power and authority to do so and perform each and every act and thing whatsoever requisite or desirable to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all acts and things that said attorneys-in-fact, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated on May 28, 2010.

/s/ Jimmy C. Tallent		President, Chief Executive Officer, and Director
Jimmy C. Tallent		(Principal Executive Officer)
/s/ Rex S. Schuette		Executive Vice President and Chief Financial Officer
Rex S. Schuette		(Principal Financial Officer)
/s/ Alan H. Kumler		Senior Vice President, Controller and Chief Accounting
Alan H. Kumler		Officer (Principal Accounting Officer)
/s/ Robert L. Head, Jr.		Chairman of the Board
Robert L. Head, Jr.
/s/ W.C. Nelson, Jr.		Vice Chairman of the Board
W.C. Nelson, Jr.
/s/ Robert H. Blalock		Director
Robert H. Blalock
/s/ Cathy Cox		Director
Cathy Cox
/s/ Hoyt O. Holloway		Director
Hoyt O. Holloway
/s/ John D. Stephens		Director
John D. Stephens
/s/ Tim Wallis		Director
Tim Wallis

EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8

Exhibit Number				Description
	5			Opinion of Kilpatrick Stockton LLP
	23.1			Consent of Porter Keadle Moore, LLP
	23.2			Consent of Kilpatrick Stockton LLP (included in Exhibit 5)
	24			Power of Attorney (included on the Signature Page of this Registration Statement)