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DRAFT 5/12/00
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended Commission File No. 2-78572
December 31, 1999
UNITED BANCORPORATION OF ALABAMA, INC.
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(Exact name of registrant as specified in its charter)
Delaware 63-0833573
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(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
P.O. Drawer 8, Atmore, Alabama 36504
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(Address of principal executive offices)
Registrant's telephone number, including area code: (334) 368-2525
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Class A Common Stock, Par Value $.01 Per Share
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
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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. [ ]
Aggregate market value of voting stock held by nonaffiliates as of March 20,
2000 was $27,261,390 based upon the price at which the stock was sold on that
date and using beneficial ownership of stock rules adopted pursuant to Section
13 of the Securities Exchange Act of 1934 to exclude voting stock owned by
directors and executive officers, some of whom might not be held to be
affiliates upon judicial determination.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
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<TABLE>
<CAPTION>
Common Stock Par Value Outstanding at March 20, 2000
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<S> <C> <C>
Class A.......... $.01 1,090,531 Shares*
Class B.......... $.01 0 Shares
</TABLE>
*Excludes 63,550 shares held as treasury stock.
This Amendment No. 1 amends in its entirety Item 5 of the registrant's Form 10-K
for the fiscal year ended December 31, 1999, filed on March 30, 2000.
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ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
The Corporation's authorized common shares consist of the following:
(1) 5,000,000 shares of Class A common stock ("Class A Stock"), $.01 par value
per share, of which 1,151,081 shares issued of which 1,091,531 are
outstanding and held by approximately 550 shareholders of record, as of
March 20, 2000.
(2) 250,000 shares of Class B common stock, $.01 par value per share, none of
which were issued, as of March 20, 2000.
There is no established public trading market for the shares of common stock of
the Corporation and there can be no assurance that any market will develop.
The Corporation paid total cash dividends of $.55 per share in 1999 and $.55 per
share in 1998 (adjusted for effects of two for one stock split in May of 1999).
The Corporation expects to continue to pay cash dividends, subject to the
earnings and financial condition of the Corporation and other relevant factors;
however, dividends on the Corporation's common stock are declared and paid based
on a variety of considerations by the Corporation's Board of Directors and there
can be no assurance that the Corporation will continue to pay regular dividends
or as to the amount of dividends if any. Payment of future dividends will depend
upon business conditions, operating results, capital and reserve requirements
and the Board's consideration of other relevant factors. In addition, the
ability of the Corporation to pay dividends is totally dependent on dividends
received from its banking subsidiary (see Note 14 to the consolidated financial
statements) and is subject to statutory restrictions on dividends applicable to
Delaware corporations, including the restrictions that dividends generally may
be paid only from a corporation's surplus or from its net profits for the fiscal
year in which the dividend is declared and the preceding year. The Corporation
is subject to state law restrictions on its ability to pay dividends.
Recent Sales of Unregistered Securities
During fiscal year 1999, the Corporation sold 49,961 shares of Class A Stock to
a total of 18 accredited investors, all Alabama residents, in a private
placement for aggregate consideration of $1,099,142, which includes sales
previously reported in the Corporation's Form 10-Q for the quarter ended
September 30, 1999 in the same offering.
The Corporation also sold an aggregate of 5,000 shares of Class A Stock at a
price of $16 per share, for an aggregate of $80,000, to 9 directors and/or
officers of the Corporation or the Bank, upon the exercise of previously granted
options.
The foregoing issuances were made in reliance upon exemptions from
registration provided by Sections 3(a)(11) and/or 4(2) of the Securities Act.
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SIGNATURE
Pursuant to the requirements of section 13 or 15(d) 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 BANCORPORATION OF ALABAMA, INC.
(Registrant)
BY: /s/ Mitchell D. Staples
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Mitchell D. Staples
Treasurer and Principal Financial and
Accounting Officer
Date: May 16, 2000
