UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2004 UnionBancorp, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-28846 36-3145350 --------------------------- ----------- ------------------- State or other jurisdiction (Commission (IRS Employer of Incorporation File Number) Identification No.) 321 West Main Street, Ottawa, IL 61350 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (815) 431-2720 ---------------------------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events and Regulation FD Disclosure. On May 24, 2004, UnionBancorp, Inc. issued a news release to report the execution of a Purchase and Assumption Agreement for the sale of UnionBank's Quincy, Macomb, Paloma, Carthage and Rushville, Illinois branch offices. The release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. -------- Exhibit Number -------------- 99.1 Press Release, dated May 24, 2004 issued by UnionBancorp, Inc. 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. UNIONBANCORP, INC. Dated: May 24, 2004 /s/ DEWEY R. YAEGER ----------------------------------- Dewey R. Yaeger President and Principal Executive Officer Dated: May 24, 2004 /s/ KURT R. STEVENSON ----------------------------------- Kurt R. Stevenson Senior Vice President and Principal Financial and Accounting Officer EXHIBIT INDEX ------------- Exhibit Number -------------- 99.1 Press Release, dated May 24, 2004 issued by UnionBancorp, Inc.