Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
June
17, 2008, WGNB Corp. (the “Company”) filed an amendment to its Amended and
Restated Articles of Incorporation. In connection with the Company’s
annual meeting of shareholders on June 10, 2008, the Company’s shareholders
acted upon an amendment to the Company’s Amended and Restated Articles of
Incorporation to provide that the authorized capital stock would be comprised
of
20,000,000 shares of common stock, no par value per share and 10,000,000 shares
of preferred stock, no par value per share. The amendment granted the Company’s
Board of Directors authority to issue the shares of preferred stock from time
to
time in series, with the powers, preferences and rights of any such future
series to be fixed by the Board of Directors in their sole discretion. The
amendment to the Company’s Amended and Restated Articles of Incorporation was
approved, with 4,424,639 votes in favor
(representing 73.04 % of the total outstanding shares authorized
to vote as of the record date of April 30,
2008), 157,338 against, 46,234 abstaining and
636,607 broker nonvotes. Accordingly, on June 17, 2008, the Articles
of Amendment to the Amended and Restated Articles of Incorporation (the "First
Amendment to Articles") were filed with the Georgia Secretary of
State.
A
copy of
the First Amendment to Articles is attached hereto as Exhibit 3.1.
Item
9.01 Financial Statements, Pro Forma Financial Information and
Exhibits.
(d) Exhibits.
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3.1
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Articles
of Amendment to the Amended and Restated Articles of Incorporation
of WGNB
Corp. dated June 10, 2008 and filed with the Georgia Secretary of
State on
June 17, 2008.
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2
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.
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WGNB
CORP.
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Date:
June 19, 2008
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By:
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/s/
Steven J. Haack
|
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Steven
J. Haack
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Secretary
and Treasurer
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