As filed with the Securities and Exchange Commission on February 6, 1998
Registration No. 333-
===========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________________
FORM S-8
Registration Statement
under
The Securities Act of 1933
______________________________________________
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)
EAGLE BANCGROUP, INC. MANAGEMENT DEVELOPMENT
AND RECOGNITION PLAN AND TRUST AGREEMENT
(Full title of the plan)
Donald L. Fernandes
President and Chief Executive Officer
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
7300 Sears Tower
Chicago, Illinois 60606
(312) 258-5548
__________________________________
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Amount offering price aggregate Amount of
to be per share offering price registration fee
Title of Securities to be Registered registered (1) (1) (1)
-------------------------------------- ------------- -------------- --------------- ------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 52,108 $20.02 $1,043,202 $308.00
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(1) Estimated on the basis of $20.02, the average of the high and low
price as reported on the Nasdaq National Market on February 3, 1998,
pursuant to Rule 457(h).
<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 Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(b) The Registrant's Quarterly Reports on Form 10-Q for the
quarters ended March 31, 1997, June 30, 1997 and September
30, 1997, respectively;
(c) The Registrant's Current Reports on Form 8-K and Form 8-K/A
dated October 27, 1997 and November 7, 1997, respectively;
and
(d) The description of the Registrant's Common Stock, par value
$.01 per share, contained in the Registrant's Registration
Statement on Form 8-A, filed with the Commission on May 17,
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 amounts paid in settlement
actually and reasonably incurred by him or her in the defense of any
<PAGE> 3
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.
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, and officers and directors of its subsidiary,
First Federal Savings and Loan Association of Bloomington, 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 such 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 6 hereof.
ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
<PAGE> 4
(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 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.
(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
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.
<PAGE> 5
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 February 3, 1998.
EAGLE BANCGROUP, INC.
(Registrant)
By:/s/ Donald L. Fernandes
-------------------------
Donald L. Fernandes
President, Chief Executive
Officer and a Director
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Donald L. Fernandes, the true and lawful attorney-in-fact and
agent 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 attorney-in-fact and agent 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 attorney-in-fact and agent, 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.
<PAGE> 6
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald L. Fernandes President, Chief Executive January 27, 1998
- ------------------------------ Officer and Director
Donald L. Fernandes (Principal Executive Officer,
Principal Financial Officer and
Principal Accounting Officer)
/s/ Gerald A. Bradley Director January 27, 1998
- ------------------------------
Gerald A. Bradley
/s/ Robert P. Dole Director January 27, 1998
- ------------------------------
Robert P. Dole
/s/ William J. Hanfland Director January 27, 1998
- ------------------------------
William J. Hanfland
/s/ Louis F. Ulbrich Director January 27, 1998
- ------------------------------
Louis F. Ulbrich
/s/ Steven J. Wannemacher Director January 27, 1998
- ------------------------------
Steven J. Wannemacher
/s/ David R. Wampler Director January 27, 1998
- ------------------------------
David R. Wampler
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<PAGE> 7
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- ----------- --------
5 Opinion of Schiff Hardin & Waite. 8
23.1 Consent of Ernst & Young LLP. 9
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
- ---------------------
7300 Sears Tower
Chicago, Illinois 60606
Christopher J. Zinski
Direct Dial: (312) 258-5548
February 2, 1998
Board of Directors
Eagle BancGroup, Inc.
301 Fairway Drive
Bloomington, Illinois 61701
RE: EAGLE BANCGROUP, INC. -- REGISTRATION OF 52,108 SHARES OF
COMMON STOCK, PAR VALUE $0.01 PER SHARE, ON FORM S-8
Gentlemen:
We have acted as special 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 offer and sale by the Company of 52,108
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 Eagle BancGroup, Inc. Management Development and
Recognition Plan and Trust Agreement.
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 for the
consideration 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
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this
registration statement (relating to the registration of 52,108 shares
of common stock, $0.01 par value per share, of Eagle BancGroup, Inc.
(the "Company")) of our report dated January 17, 1997, with respect to
the consolidated financial statements of Eagle BancGroup, Inc.
included in the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 filed with the Securities and Exchange
Commission.
/s/ ERNST & YOUNG LLP
February 2, 1998
