As filed with the Securities and Exchange Commission on July 1, 1996
Registration No.
======================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------------------
FORM S-8
Registration Statement
under
The Securities Act of 1933
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EAGLE BANCGROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 37-1353957
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
301 Fairway Drive
Bloomington, Illinois 61701
(Address of principal executive offices, including zip code)
FIRST FEDERAL SAVINGS 401(k) PLAN
(Full title of the plan)
Donald L. Fernandes
President
Eagle BancGroup, Inc.
301 Fairway Drive
Bloomington, Illinois 61701
(Name and address of agent for service)
(309) 663-6345
(Telephone number, including area code, of agent for service)
With a copy to:
Christopher J. Zinski
Schiff Hardin & Waite
7200 Sears Tower
Chicago, Illinois 60606
(312) 258-5548
-----------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
Proposed maximum Proposed maximum Amount of
Amount to be offering price aggregate offering registration
Title of Securities to be Registered registered (1) per share (2) price (2) fee (2)
-------------------------------------- --------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 25,000 $10.00 $250,000 $100.00
Interests in the Plan (3) (3) (3) (3)
</TABLE>
(1) Based upon the number of shares that would be purchased by the
trustee of the trust established in connection with the First
Federal Savings 401(k) Plan during the three- to five-year period
beginning with the effective date of this Registration Statement.
(2) Estimated on the basis of $10.00 per share, the book value of the
securities on June 28, 1996, pursuant to Rule 457(h).
(3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan
described herein for which no separate fee is required.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents which have been filed by Eagle BancGroup,
Inc. (the "Registrant") are incorporated herein by reference:
(a) The prospectus filed with the Securities and Exchange
Commission (the "Commission") on May 20, 1996 pursuant to
Rule 424(b) of the Securities Act of 1933 that contains
audited financial statements for the Registrant's fiscal
ended December 31, 1995; and
(b) The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registrant's Registration
Statement on Form S-1, filed with the Commission on
March 18, 1996, as amended by Amendment No. 1 on Form S-1,
filed with the Commission on May 3, 1996 and Amendment No. 2
on Form S-1, filed with the Commission on May 10, 1996.
All documents subsequently filed by the Registrant and/or the
Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall
be deemed incorporated by reference herein and to be a part hereof
from the date of filing of such documents.
ITEM 4. Description of Securities.
Not applicable.
ITEM 5. Interests of Named Experts and Counsel.
Not applicable.
ITEM 6. Indemnification of Directors and Officers.
The Registrant is empowered by Section 145 of the Delaware
General Corporation Law, subject to the procedures and limitations
stated therein, to indemnify any person against expenses (including
attorney's fees), judgments, fines and amount paid in settlement
actually and reasonably incurred by him or her in the defense of any
threatened, pending or completed action, suit or proceeding in which
such person is made a party by reason of his or her being or having
been a director, officer, employee or agent of the Registrant, or
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise. The
statute provides that this indemnification is not exclusive of other
rights of indemnification to which a person may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors, or
otherwise.
<PAGE> 3
The Certificate of Incorporation and Bylaws of the Registrant
provide, subject to certain procedures and limitations stated therein,
that the Registrant shall indemnify any person against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her in the
defense of any threatened, pending or completed action, suit or
proceeding in which such person is made a party by reason of his or
her being or having been a director or officer of the Registrant, or
being or having been a director or officer of the Registrant and
serving or having served at the request of the Registrant as a
director, officer, employee or agent of another enterprise. The
indemnification is not exclusive of other rights of indemnification to
which a person may be entitled under any statute, bylaw, agreement,
vote of stockholders or disinterested directors, or otherwise.
The Registrant maintains an insurance policy under which its
officers and directors are insured, within the limits and subject to
the limitations of the policy, against certain losses arising from any
claim or claims made against them in their respective capacities of
directors or officers. The policy also provides for reimbursement to
the Registrant for any indemnification of officers and directors.
ITEM 7. Exemption from Registration Claimed.
Not applicable.
ITEM 8. Exhibits.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this registration
statement on page 7 hereof. The Registrant hereby undertakes to
submit the Plan in a timely manner to the Internal Revenue Service for
a determination that the Plan is qualified under Section 401 of the
Internal Revenue Code and to make all changes required by the Internal
Revenue Service in order to so qualify the Plan.
ITEM 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in the registration statement;
provided, however, that any increase or decrease in volume of
securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
<PAGE> 4
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20
percent change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the
registration statement or any material change to such information
in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8, and the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
<PAGE> 5
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
SIGNATURES
The Registrant. 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 registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City
of Bloomington, State of Illinois, on June 11, 1996.
EAGLE BANCGROUP, INC.
(Registrant)
By: /s/ Donald L. Fernandes
------------------------------
Donald L. Fernandes
President and
Chief Executive Officer
<PAGE> 6
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Donald L. Fernandes and Gerald A. Bradley, and each of them,
the true and lawful attorneys-in-fact and agents of the undersigned,
with full power of substitution and resubstitution, for and in the
name, place and stead of the undersigned, in any and all capacities,
to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, and hereby grants to such
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and
necessary to be done, fully to all intents and purposes as the
undersigned might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or any of them,
or their or his substitute or substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
<S> <C> <C> <C>
/s/ Donald L. Fernandes President, Chief Executive June 11, 1996
---------------------------- Officer and Director
Donald L. Fernandes (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ Gerald A. Bradley Chairman of the Board and June 11, 1996
---------------------------- Director
Gerald A. Bradley
/s/ Robert P. Dole Director June 11, 1996
----------------------------
Robert P. Dole
/s/ William J. Hanfland Director June 11, 1996
----------------------------
William J. Hanfland
/s/ Louis F. Ulbrich Director June 11, 1996
----------------------------
Louis F. Ulbrich
/s/ Steven J. Wannemacher Director June 11, 1996
----------------------------
Steven J. Wannemacher
</TABLE>
<PAGE> 7
The Plan. Pursuant to the requirements of the Securities Act of
1933, the Plan has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Bloomington, State of Illinois, on June 11, 1996.
FIRST FEDERAL SAVINGS 401(k) PLAN
By: FIRST FEDERAL SAVINGS AND LOAN
ASSOCIATION OF BLOOMINGTON
By: /s/ Donald L. Fernandes
------------------------------
Donald L. Fernandes
President and Chief
Executive Officer
<PAGE> 8
EXHIBIT INDEX
Exhibit
Number Description Page No.
5 Opinion of Schiff Hardin & Waite.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Schiff Hardin & Waite
(contained in their opinion filed as
Exhibit 5).
24 Powers of Attorney (contained on the
signature pages hereto).
EXHIBIT 5
SCHIFF HARDIN & WAITE
- ----------------------
7200 Sears Tower
Chicago, Illinois 60606
Christopher J. Zinski
(312) 258-5548
June 28, 1996
Eagle BancGroup, Inc.
301 Fairway Drive
Bloomington, Illinois 61701
Re: Eagle BancGroup, Inc. -- Registration of 25,000
Shares of Common Stock, Par Value $0.01 Per Share, on Form S-8
--------------------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Eagle BancGroup, Inc., a Delaware
corporation (the "Company"), in connection with the Company's filing of a
Registration Statement on Form S-8 (the "Registration Statement")
relating to the offering and sale by the Company of 25,000 shares of
Common Stock of the Company, $0.01 par value per share (the "Shares"),
as more fully described in the Registration Statement, through the
First Federal Savings 401(k) Plan (the "Plan"). The Registration
Statement also covers an indeterminate amount of interests to be
offered or sold under the Plan.
In this connection, we have examined such corporate records,
certificates and other documents and have made such other factual
and legal investigations as we have deemed necessary or appropriate
for purposes of this opinion.
Based upon the foregoing, we are of the opinion that the Shares
have been duly authorized, and when issued and upon payment therefor,
as contemplated in the Registration Statement, will be legally
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SCHIFF HARDIN & WAITE
By: /s/ Christopher J. Zinski
--------------------------
Christopher J. Zinski
<PAGE>
EXHIBIT 23.1
ERNST & YOUNG LLP
One Indiana Square, Suite 3400
Indianapolis, Indiana 46204
(317) 681-7000
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to the First Federal Savings
401(k) Plan of our report dated February 16, 1996, with respect
to the consolidated financial statements of First Federal Savings
and Loan Association of Bloomington for the three years ended
December 31, 1995 included in: (1) the Eagle BancGroup, Inc.
Registration Statement on Form S-1, filed with the Securities and
Exchange Commission (the "Commission") on March 18, 1996, as
amended by Amendment No. 1 on Form S-1, filed with the Commission
on May 3, 1996 and Amendment No. 2 on Form S-1, filed with the
Commission on May 10, 1996 and (2) the Prospectus filed, pursuant
to Rule 424(b) of the Securities Act of 1933, with the Commission
on May 20, 1996.
ERNST & YOUNG LLP
June 25, 1996
