UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 2
(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 sole purpose of this Amendment No. 2 to the Company's
2003 Annual Report on Form 10-K is to file as an additional exhibit (designated
herein as Exhibit 14(ii)) the Company's general Code of Ethics, which is
applicable to all of the Company's directors, officers and employees. The
Company's Code of Ethics for Senior Financial Officers and the Chief
Executive Officer was previously filed as Exhibit 14 to the Company's
2003 Annual Report on Form 10-K, filed with the Commission on March 30, 2004,
and is re-designated herein as Exhibit 14(i) to such Report.
1
UNION BANKSHARES, INC.
Table of Contents*
Part III
Item 10-Directors and Executive Officers of the Registrant 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 11, 12, 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 10 Directors and Executive Officers of the Registrant
The Company has adopted (i) a Code of Ethics for Senior Financial Officers
and the Chief Executive Officer and (ii) a Code of Ethics applicable
generally to all directors, officers and employees of the Company. Such
Codes of Ethics are filed as Exhibits 14(i) and 14(ii), respectively, to
the Company's Annual Report on Form 10-K for the year ended December 31,
2003.
The following information from the Company's Proxy Statement for the 2004
Annual Meeting of Shareholders is hereby incorporated by reference:
Listing of the names, ages, principal occupations and business experience
of the directors under the caption "PROPOSAL I: TO ELECT DIRECTORS"
Listing of the names, ages, titles and business experience of the executive
officers under the caption "EXECUTIVE OFFICERS"
Information regarding compliance with Section 16(a) of the Securities
Exchange Act of 1934 under the caption "SHARE OWNERSHIP INFORMATION -
Section 16(a) Beneficial Ownership Reporting Compliance" and
Information regarding the Company's Audit Committee under the caption
"Board Committees."
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.
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(i) Code of Ethics for Senior Financial Officers and the Chief
Executive Officer**
3
14(ii) Code of Ethics (for all directors, officers and employees)
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 (as amended).
*** supplements the certifications previously filed with the Commission
as exhibits to the Company's 2003 Annual Report on Form 10-K
(as amended).
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 Amendment No. 2
to the registrant's report on Form 10-K to be signed on its behalf by the
undersigned thereunto duly authorized, as of May 25, 2004.
Union Bankshares, Inc.
By: /s/ Kenneth D. Gibbons
----------------------
Kenneth D. Gibbons
President and Chief Executive 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(i) Code of Ethics for Senior Financial Officers and the Chief
Executive Officer**
14(ii) Code of Ethics (for all director, officers and employees)
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 (as amended).
*** supplements the certifications previously filed with the Commission
as exhibits to the Company's 2003 Annual Report on Form 10-K
(as amended).
6