Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
June
26, 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
approved an amendment to the Company’s Amended and Restated Articles of
Incorporation to provide, among other things, that the Company’s Board of
Directors had authority to issue up to 10,000,000 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.
Pursuant to this authority, the Board of Directors has designated 3,000,000
of
the Company’s authorized preferred stock as “9% Series A Convertible Preferred
Stock”) (the “Series A Preferred”). Accordingly, on June 26, 2008, the Articles
of Amendment to the Amended and Restated Articles of Incorporation designating
the Series A Preferred (the “Second Amendment to Articles”) were filed with the
Georgia Secretary of State.
A
copy of
the Second Amendment to Articles is attached hereto as Exhibit 3.1.
Item
9.01 Financial Statements, Pro Forma Financial Information and
Exhibits.
(d) Exhibits.
| 3.1 |
Articles
of Amendment to the Amended and Restated Articles of Incorporation
of WGNB
Corp. dated June 24, 2008 and filed with the Georgia Secretary of
State on
June 26, 2008.
|
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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.
| WGNB CORP. | ||
| |
|
|
| Date: June 26, 2008 | By: | /s/ Steven J. Haack |
| Steven J. Haack | ||
|
Secretary
and Treasurer
|
||
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