-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EWJUmqxLFZUVO1qKyYXep+ff22Z7Ep06r1In7VXvI4980pN+F2ilanf7p9iEhdfx Mtja5kaPYiCARfHMH0p+vg== 0000910647-04-000198.txt : 20040428 0000910647-04-000198.hdr.sgml : 20040428 20040428095728 ACCESSION NUMBER: 0000910647-04-000198 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040428 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNION BANKSHARES INC CENTRAL INDEX KEY: 0000706863 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 030283552 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-15985 FILM NUMBER: 04758808 BUSINESS ADDRESS: STREET 1: 20 MAIN STREET STREET 2: P O BOX 667 CITY: MORRISVILLE STATE: VT ZIP: 05661-0667 BUSINESS PHONE: 8028886600 MAIL ADDRESS: STREET 1: 20 MAIN STREET STREET 2: P O BOX 667 CITY: MORRISVILLE STATE: VT ZIP: 05661-0667 10-K/A 1 uni-10ka.txt BODY OF FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2003 Commission file number 000-28449 UNION BANKSHARES, INC. VERMONT 03-0283552 P.O. BOX 667 MAIN STREET MORRISVILLE, VT 05661 Registrant's telephone number: 802-888-6600 Former name, former address and former fiscal year, if changed since last report: Not applicable Securities registered pursuant to section 12(b) of the Act: Common Stock, $2.00 par value ----------------------------- (Title of class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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 ----- ----- 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. Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes No X ----- ----- The aggregate market value of the common stock held by non-affiliates of the registrant on June 30, 2003, based on the last closing price on the American Stock Exchange of $30.55 (not restated for the 3-for-2 stock split effective 8/8/04) was $65,714,333. For purposes of this calculation, all directors and executive officers of the Registrant are assumed to be affiliates. Such assumptions, however, shall not be deemed to be an admission of such status as to any such individual. As of March 17, 2004, there were 4,550,313 shares of the registrant's $2 par value common stock issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE Specifically designated portions of the following documents are incorporated by reference in the indicated Part of this Annual Report on Form 10-K: Document Part -------- ---- Annual Report to Shareholders for the year ended December 31, 2003 I, II Proxy Statement for the 2004 Annual Meeting of Shareholders III EXPLANATORY NOTE: The only change to the Company's Annual Report on Form 10-K reflected in this amendment on Form 10-K/A is to the disclosure in Part III, Item 12 as to the number of securities remaining available at December 31, 2003 for future issuance under equity compensation plans. The number of shares remaining available for future issuance under the Company's equity compensation plans as of December 31, 2003 was incorrectly disclosed in the original Form 10K as 55,700 whereas the actual number of shares remaining available was 55,200. 1 UNION BANKSHARES, INC. Table of Contents* Part III Item 12-Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters (b) 3 Part IV Item 15-Exhibits, Financial Statement Schedules and Reports on Form 8-K 3 Signatures 5 Exhibit Index 6 - ----------------------------------------------------------------------------- - -------------------- * No changes to Parts I and II (Items 1 through 9A), or items 10, 11, 13 and 14 of Part III, of the Company's 2003 Annual Report on Form 10-K filed with the Commission on March 30, 2004 2 Part III-Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following information from the Company's Proxy Statement for the 2004 Annual Meeting of Shareholders is hereby incorporated by reference: Information regarding the share ownership of management and principal shareholders under the caption "SHARE OWNERSHIP INFORMATION - Share Ownership of Management and Principal holders" The following table summarizes equity compensation under the Company's Incentive Stock Option Plan, the only equity compensation plan of the company. Equity Compensation Plan Information as of December 31, 2003:
Number of securities remaining available for future Number of securities to be issuance under equity issued upon exercise of Weighted-average exercise compensation plans outstanding options, warrants price of outstanding options, (excluding securities reflected and rights warrants and rights in column (a) ----------------------------- ----------------------------- -------------------------- Plan Category Column a Column b Column c - ------------- -------- -------- -------- Equity compensation plans approved by security holders 13,675 $16.61 55,200 Equity compensation plans not approved by security holders - - - ------ ------ ------ Total 13,675 $16.61 55,200 ====== ====== ======
Part IV-Item 15 Exhibits, Financial Statement Schedules and Reports on Form 8-K A. Documents Filed as Part of this Report: (1) The following consolidated financial statements, as included in the 2003 Annual Report to Shareholders, are incorporated herein by reference (See Exhibit 13.1): 1) Consolidated Balance Sheet at December 31, 2003 and 2002 2) Consolidated Income Statement for the years ended December 31, 2003, 2002 and 2001 3) Consolidated Statement of Changes in Stockholders' Equity for the years ended December 31, 2003, 2002 and 2001 4) Consolidated Statement of Cash Flows for the years ended December 31, 2003, 2002 and 2001 5) Notes to the Consolidated Financial Statements (2) The following exhibits are either filed herewith as part of this report, or are incorporated herein by reference. Item No: 3.1 Amended and Restated Articles of Incorporation of Union Bankshares, Inc. (as of May 7, 1997), previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 3.2 Amendment filed May 19, 1998 to Amended and Restated Articles of Association of Union Bankshares, Inc., adding new sections 8 and 9, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 3.3 Amendment filed November 24, 1999 to Amended and Restated Articles of Association of Union Bankshares, Inc. increasing the authorized common shares to 5,000,000, previously filed with the Commission on December 10, 1999 as Exhibit 3.3 to the Company's Current Report on Form 8-K 12g3, and incorporated herein by reference. 3.4 Bylaws of Union Bankshares, Inc., as amended, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 10.1 Stock Registration Agreement dated as of February 16, 1999, among Union Bankshares, Inc., Genevieve L. Hovey, individually and as Trustee of the Genevieve L. Hovey Trust (U.A. dated 8/22/89), and Franklin G. Hovey, II, individually, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 3 10.2 1998 Incentive Stock Option Plan of Union Bankshares, Inc. and Subsidiary, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333- 82709) and incorporated herein by reference.* 10.3 Form of Union Bankshares, Inc. Deferred Compensation Plan and Agreement, previously filed with the Commission as Exhibit 10.3 to the Company's 2001 Form 10-K and incorporated here in by reference.* 11 Statement re: Computation of per share earnings: See Note 1 to the consolidated financial statements for details on earnings per share computations for 2003, 2002 and 2001 13.1 The following specifically designated portions of Union's 2003 Annual Report to Shareholders have been incorporated by reference in this Report on Form 10-K, is filed herewith: pages 11 to 58** 14 Code of Ethics for Senior Financial Officers and the Chief Executive Officer** 21 Subsidiary of Union Bankshares, Inc. Union Bank, Morrisville, Vermont 31.1 Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*** 31.2 Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*** 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** (3) Reports on Form 8-K a) Form 8-K filed on October 17, 2003 to report third quarter and year-to-date earnings and the declaration of a dividend. b) Form 8-K filed on October 31, 2003 to report we mailed our internal, unaudited Third Quarter 2003 Report to our shareholders. * denotes management contract or compensatory plan. ** previously filed with the Commission as an exhibit to the Company's 2003 Annual Report on Form 10-K *** supplements the certifications previously filed with the Commission as exhibits to the Company's 2003 Annual Report on Form 10-K 4 SIGNATURES 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, as of April 27, 2004. Union Bankshares, Inc. By: /s/ Kenneth D. Gibbons By: /s/ Marsha A. Mongeon -------------------------- -------------------------------- Kenneth D. Gibbons Marsha A. Mongeon President and Chief Executive Treasurer and Chief Financial/ Officer Accounting Officer 5 EXHIBT INDEX 3.1 Amended and Restated Articles of Incorporation of Union Bankshares, Inc. (as of May 7, 1997), previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 3.2 Amendment filed May 19, 1998 to Amended and Restated Articles of Association of Union Bankshares, Inc., adding new sections 8 and 9, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 3.3 Amendment filed November 24, 1999 to Amended and Restated Articles of Association of Union Bankshares, Inc. increasing the authorized common shares to 5,000,000, previously filed with the Commission on December 10, 1999 as Exhibit 3.3 to the Company's Current Report on Form 8-K 12g3, and incorporated herein by reference. 3.4 Bylaws of Union Bankshares, Inc., as amended, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 10.1 Stock Registration Agreement dated as of February 16, 1999, among Union Bankshares, Inc., Genevieve L. Hovey, individually and as Trustee of the Genevieve L. Hovey Trust (U.A. dated 8/22/89), and Franklin G. Hovey, II, individually, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333-82709) and incorporated herein by reference. 10.2 1998 Incentive Stock Option Plan of Union Bankshares, Inc. and Subsidiary, previously filed with the Commission as Exhibit 3.1 to the Company's Registration Statement on Form S-4 (#333- 82709) and incorporated herein by reference.* 10.3 Form of Union Bankshares, Inc. Deferred Compensation Plan and Agreement, previously filed with the Commission as Exhibit 10.3 to the Company's 2001 Form 10-K and incorporated here in by reference.* 11 Statement re: Computation of per share earnings: See Note 1 to the consolidated financial statements for details on earnings per share computations for 2003, 2002 and 2001 13.1 The following specifically designated portions of Union's 2003 Annual Report to Shareholders have been incorporated by reference in this Report on Form 10-K, is filed herewith: pages 11 to 58** 14 Code of Ethics for Senior Financial Officers and the Chief Executive Officer** 21 Subsidiary of Union Bankshares, Inc. Union Bank, Morrisville, Vermont 31.1 Certifications of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*** 31.2 Certifications of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*** 32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** 32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*** (4) Reports on Form 8-K c) Form 8-K filed on October 17, 2003 to report third quarter and year-to-date earnings and the declaration of a dividend. d) Form 8-K filed on October 31, 2003 to report we mailed our internal, unaudited Third Quarter 2003 Report to our shareholders. * denotes management contract or compensatory plan. ** previously filed with the Commission as an exhibit to the Company's 2003 Annual Report on Form 10-K *** supplements the certifications previously filed with the Commission as exhibits to the Company's 2003 Annual Report on Form 10-K 6 EX-31 2 unika311.txt EXHIBIT 31.1 CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER Exhibit 31.1 I, Kenneth D. Gibbons, President and Chief Executive Officer of Union Bankshares, Inc., certify that: 1. I have reviewed this annual report on Form 10-K (as amended) of Union Bankshares, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have: a) designed such disclosure controls and procedures under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures; and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluations; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 27, 2004 /s/ Kenneth D. Gibbons - ---------------------- [Signature] President and Chief Executive Officer 7 EX-31 3 unika312.txt EXHIBIT 31.2 CERTIFICATION OF THE CHIEF FINANCIAL OFFICER Exhibit 31.2 I, Marsha A. Mongeon, Treasurer and Chief Financial Officer of Union Bankshares, Inc., certify that: 1. I have reviewed this annual report on Form 10-K (as amended) of Union Bankshares, Inc.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and we have: a) designed such disclosure controls and procedures under our supervision to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures; and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this annual report based on such evaluations; and c) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect the registrant's internal control over financial reporting; and 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which could adversely affect the registrant's ability to record, process, summarize and report financial data; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting; and 6. The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 27, 2004 /s/ Marsha A. Mongeon - --------------------- [Signature] Treasurer and Chief Financial Officer 8 EX-32 4 unika321.txt EXHIBIT 32.1 Exhibit 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Union Bankshares, Inc. (the "Company") on Form 10-K (as amended) for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Executive Officer of the Company hereby certifies, pursuant to 18 U.S.C. [SECTION]1350, as adopted pursuant to [SECTION]906 of the Sarbanes-Oxley Act of 2002, that, to the best of his knowledge; 1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report. A signed original of this written statement required by Section 906 has been provided to Union Bankshares, Inc. and will be retained by Union Bankshares, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. /s/ Kenneth D. Gibbons - ---------------------- Kenneth D. Gibbons Chief Executive Officer April 27, 2004 9 EX-32 5 unika322.txt EXHIBIT 32.2 Exhibit 32.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Union Bankshares, Inc. (the "Company") on Form 10-K (as amended) for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned Chief Financial Officer of the Company hereby certifies, pursuant to 18 U.S.C. [SECTION]1350, as adopted pursuant to [SECTION]906 of the Sarbanes-Oxley Act of 2002, that, to the best of her knowledge; 1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and 2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the periods covered in the Report. A signed original of this written statement required by Section 906 has been provided to Union Bankshares, Inc. and will be retained by Union Bankshares, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. /s/ Marsha A. Mongeon - --------------------- Marsha A. Mongeon Chief Financial Officer April 27, 2004 10 -----END PRIVACY-ENHANCED MESSAGE-----