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): May 18, 2005
(Exact name of registrant as specified in its charter)
UNION BANKSHARES, INC.
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
Vermont 001-15985 03-0283552
(Address of principal executive offices)
20 Lower Main St., P.O. Box 667 (Zip Code)
Morrisville, VT 05661-0667
Registrant's telephone number, including area code: (802) 888-6600
(Former name or former address, if changed since last report)
Not applicable
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting materials pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02: Results of Operations and Financial Condition
As provided in General Instruction B.2 to Form 8-K, the information
furnished in this Item 2.02 and in Exhibit 99.1 hereto shall not be deemed
filed for purposes of Section 18 of the Securities and Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference in any
filing with the Securities and Exchange Commission, except as shall be
expressly provided by specific reference in such filing.
On May 18, 2005, Union Bankshares, Inc. prepared a Company Overview
containing previously reported or publicly available information, as of
December 31, 2004 to be distributed to brokers, potential or current
shareholders, or other interested parties, a copy of which is furnished
with this Form 8-K as Exhibit 99.1.
Item 5.02: Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers
At the Union Bankshares, Inc. annual stockholder meeting held on May 18,
2005, Director William T. Costa, Jr. retired from his position as a
director of Union Bankshares, Inc. as he had reached the mandatory
retirement age.
At the Union Bankshares, Inc. annual stockholder meeting held on May 18,
2005, Steven J. Bourgeois, a current director of Union Bank, a subsidiary
of Union Bankshares, Inc., was elected by the shareholders to the Union
Bankshares, Inc. Board of Directors. Mr. Bourgeois, a former banking
industry executive, was appointed to the Audit Committee for Union
Bankshares, Inc. and designated as the "Audit Committee Financial Expert".
Item 8.01: Other Events
In accordance with the rules of the American Stock Exchange to have our
general code of ethics publicly available we are hereby filing as Exhibit
99.2 hereto the Union Bank Code of Ethics, as amended and approved by the
Union Bank Board of Directors on May 4, 2005. Exhibit 99.2 replaces the
prior version of the general Code of Ethics listed as Exhibit 14(ii) to the
Union Bankshares, Inc. Annual Report on Form 10-K for the year ended
December 31, 2004. The Union Bank Code of Ethics, which is part of the
Employee Handbook, is relevant to all employees, officers and directors of
both Union Bank and Union Bankshares, Inc.
No changes were made to the separate Code of Ethics for Senior Financial
Officers and the Chief Executive Officer.
Item 9.01: Financial Statements and Exhibits
c) Exhibits:
The following Exhibit, referred to in Item 2.02 of the Report, is
furnished, not filed; herewith:
99.1 Union Bankshares, Inc. Company Overview for December 31, 2004
The following Exhibit, referred to in Item 8.01 of the Report, is filed
herewith:
99.2 Union Bank's Code of Ethics for all directors, officers and
employees
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Union Bankshares, Inc.
May 19, 2005 /s/ Kenneth D. Gibbons
---------------------------------
Kenneth D. Gibbons,
President/Chief Executive Officer
May 19, 2005 /s/ Marsha A. Mongeon
---------------------------------
Marsha A. Mongeon
Treasurer/Chief Financial Officer
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EXHIBIT INDEX
99.1 Union Bankshares, Inc. Company Overview as of December 31, 2004.
99.2 Union Bank's Code of Ethics