Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
July
22, 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 its sole discretion.
Pursuant to this authority, the Board of Directors had previously designated
3,000,000 of the Company’s authorized preferred stock as “9% Series A
Convertible Preferred Stock” with a stated value of $10.00 per share (the
“Series A Preferred”). Subsequent resolutions of the Company’s Board of
Directors were adopted on July 21, 2008 in order to, among other things,
increase the number of shares to be designated as Series A Preferred to
3,750,000 shares and to reset the stated value of such shares to $8.00 per
share. Accordingly, on July 22, 2008, the Third Articles of Amendment to the
Amended and Restated Articles of Incorporation amending the designation of
the
Series A Preferred (the “Third Amendment to Articles”) were filed with the
Georgia Secretary of State.
A
copy of
the Third 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 |
Third
Articles of Amendment to the Amended and Restated Articles of
Incorporation of WGNB Corp. dated July 22, 2008 and filed with the
Georgia
Secretary of State on July 22,
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: July 22, 2008 | By: | /s/ Steven J. Haack |
| Steven J. Haack | ||
| Secretary and Treasurer | ||
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