As filed with the Securities and Exchange Commission on November 3, 2003 Registration No. 333-36720 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------------------------ UNITED BANCORPORATION OF ALABAMA, INC. (Exact name of registrant as specified in its charter) ------------------------------------------------------ DELAWARE 63-0833573 (State of Incorporation) (I.R.S. Employer Identification No.) P.O. Drawer 8 Atmore, Alabama 36504 (251) 368-2525 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) 1998 STOCK OPTION PLAN OF UNITED BANCORPORATION OF ALABAMA, INC. (full title of the Plan) ROBERT R. JONES, III President & Chief Executive Officer P.O. Drawer 8 Atmore, Alabama 36504 Telephone: (251) 368-2525 (Name, address, including zip code, and telephone number, including area code, of agent for service) ------------------------------------------------------ Copies of all communications to: JAMES DALE SMITH, ESQ. Armbrecht Jackson LLP P.O. BOX 290 Mobile, Alabama 36601 (251) 405-1300 CALCULATION OF REGISTRATION FEE Title of each class of Amount of securities to be Proposed maximum Proposed maximum registration fee registered Amount to be registered(1) offering price per share(2) aggregate offering price(2) (2)(3) ---------------------- -------------------------- --------------------------- --------------------------- ---------------- Class A Common Stock, 146,200 shares $ 31.00 $ 4,532,200.00 $ 193.11 $.01 par value (1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement covers an indeterminate amount of securities to be offered or issued pursuant to the antidilution provisions of the Plan described herein. Includes 69,200 shares previously registered. (2) Pursuant to Rule 457(c) under the Securities Act, the offering price is estimated solely for the purpose of determining the registration fee and is based on the most recent sales price of $31.00 of Class A Common Stock reported to the Registrant for a sale on October 9, 2003. (3) Registration fee is based on 77,000 shares not previously registered; $566.33 was paid with respect to 69,200 shares registered upon filing of Registration Statement No. 333-36720. EXPLANATORY NOTE The purpose of this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-36720) filed with the Securities and Exchange Commission on May 10, 2000, is to assure registration of the total number of shares of Class A Common Stock, $.01 par value per share (the "Common Stock"), of United Bancorporation of Alabama, Inc. (the "Registrant"), which were issuable pursuant to the 1998 Stock Option Plan of United Bancorporation of Alabama, Inc., as amended (the "Plan"), as of May 10, 2000, the date of said Registration Statement, taking into account the 2-for-1 stock split effected prior to and referred to in said Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8, and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement No. 333-36720 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Atmore, State of Alabama, on November 3, 2003. UNITED BANCORPORATION OF ALABAMA, INC. Registrant By: /s/ Robert R. Jones, III ----------------------------------------- Robert R. Jones, III President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated: Signature Title Date /s/ Robert R. Jones, III President, Chief --------------------------- Executive Officer, Director November 3, 2003 Robert R. Jones, III (Principal Executive Officer) /s/ Mitchell D. Staples Treasurer --------------------------- (Principal Financial and November 3, 2003 Mitchell D. Staples Accounting Officer) * Director --------------------------- November 3, 2003 H. Leon Esneul * Director --------------------------- November 3, 2003 David D. Swift * Director --------------------------- November 3, 2003 William J. Justice * Director --------------------------- November 3, 2003 Dale M. Ash * Director --------------------------- November 3, 2003 William C. Grissett * Director --------------------------- November 3, 2003 L. Walter Crim *By: /s/ Robert R. Jones, III ----------------------------- For himself in the capacities indicated above and as attorney-in-fact 2