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
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(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
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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
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* 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
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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