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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1
QUARTERLY REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2005
Commission File Number: 0-28846
UnionBancorp, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 36-3145350
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
122 West Madison Street Ottawa, Illinois 61350
(Address of principal executive offices including zip code)
(815) 431-2720
(Registrant's telephone number, including area code)
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 whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X].
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b of the Exchange Act). Yes [ ] No [X].
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Shares outstanding at November 10, 2005
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Common Stock, Par Value $1.00 3,855,776
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Explanatory Note
UnionBancorp, Inc. (the "Company") is filing this Amendment
No. 1 to its Quarterly Report on Form 10-Q for the quarter ended September 30,
2005 to amend Part II, Item 5 (Other Information) and to include the following
material agreements of the Company as exhibits to the Form 10-Q: (1) Form of
Stock Option Agreements; (2) Employment Security Agreement with Scott A. Yeoman;
and (3) Employment Security Agreement with Kurt R. Stevenson. This Amendment No.
1 to Form 10-Q/A does not change or update the previously reported financial
statements or any of the other disclosures included within the original Form
10-Q.
PART II - OTHER INFORMATION
Item 5. Other Information
(a) In July of 2005, the Company entered into an employment security
agreement with Scott A. Yeoman, President and Chief Executive
Officer of UnionBancorp, Inc. The agreement provides that if,
within two years after a change in control occurs, the
executive's employment is terminated without "good cause" or the
executive voluntarily terminates employment with "good reason,"
then the executive shall receive a cash payment equal to two
times the executive's salary. If, at any time during the two year
period, the executive obtains employment, payments will be
reduced by the amount of compensation being earned in the new
position.
(b) Not Applicable
Item 6. Exhibits
Exhibits:
10.1 Form of Stock Option Agreements
10.2 Employment Security Agreement with Scott A. Yeoman
10.3 Employment Security Agreement with Kurt R. Stevenson
31.1 Certification of Scott A. Yeoman, President and Principal
Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
31.2 Certification of Kurt R. Stevenson, Senior Executive Vice
President and Principal Financial and Accounting Officer,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1(1) Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
from the Company's President and Principal Executive Officer.
32.2(1) Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
from the Company's Senior Executive Vice President and
Principal Financial and Accounting Officer.
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(1) This certification is not "filed" for purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or incorporated
by reference into any filing under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended.
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, thereunto duly authorized.
UNIONBANCORP, INC.
Date: July 14, 2006 By: /s/ SCOTT A. YEOMAN
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Scott A. Yeoman
President and Principal Executive
Officer
Date: July 14, 2006 By: /s/ KURT R. STEVENSON
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Kurt R. Stevenson
Senior Executive Vice President and
Principal Financial and Accounting Officer