As filed with Securities and Exchange Commission on April 27, 1998
Registration Statement No. 333-_______.
Registration Statement No. 333-42083
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
Form SB-2
and
Post-Effective Amendment No. 1
to Form SB-2
Registration Statement
Under
The Securities Act of 1933
----------------------
EAGLE BANCORP, INC.
(Name of Small Business Issuer in its Charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Maryland 6021 52-2061461
(State or Other Jurisdiction of (Primary Standard Industrial (IRS Employer I.D. Number)
Incorporation or Organization) Classification Code Number)
</TABLE>
8101 Glenbrook Road, c/o Ronald D. Paul, Bethesda, Maryland 20814 (301) 986-1800
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants' Principal Executive Offices)
Ronald D. Paul, President, Eagle Bancorp, Inc.
8101 Glenbrook Road, Bethesda, Maryland 20814 (301) 986-1800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
Copies To:
David H. Baris, Esquire
Noel M. Gruber, Esquire
Kennedy, Baris & Lundy, L.L.P.
4719 Hampden Lane, Suite 300, Bethesda, Maryland 20814
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this Registration Statement.
If this form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [x] Registration Statement No.
333-42083
If this form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________
If this form is a post effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ___________________
If delivery of the prospectus is anticipated to be made pursuant to Rule 434,
check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<PAGE>
<TABLE>
<CAPTION>
=================================================================================================================================
Title of Each Class of Proposed Maximum Proposed Maximum Amount of
Securities to be Registered Amount to be Registered Offering Price Per Unit Aggregate Offering Price Registration Fee
=================================================================================================================================
<S> <C> <C> <C> <C> <C>
Common Stock, $.01 par value $2,700,000 $10.00 $2,700,000 $796.50
=================================================================================================================================
</TABLE>
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
The Prospectus to which this Registration Statement relates also relates to
Registration Statement No. 333-42083 previously filed by registrant.
<PAGE>
This Registration Statement on Form SB-2 of Eagle Bancorp, Inc., a
Maryland corporation (the "Company") relates to 270,000 shares common stock,
$.01 par value per share, to be sold in the Company's offering of its shares at
the offering price of $10.00 per share, in addition to those previously
registered on registration statement number 333-42083 relating to the offering.
Said registration statement became effective on February 9, 1998. This
registration statement also constitutes post-effective amendment number 1 to
registration statement number 333-42083. The contents of registration statement
number 333-42083, as amended by post-effective amendment number 1 thereto, are
hereby incorporated by reference herein, in accordance with Rule 462(b) under
the Securities Act of 1933, as amended, and the instructions to Form SB-2.
<PAGE>
SUPPLEMENT TO PROSPECTUS DATED FEBRUARY 9, 1998
[EAGLE BANCORP, INC. LOGO]
1,650,000 SHARES COMMON STOCK
($.01 par value)
$10.00 per share
This Supplement to Prospectus (the "Supplement") of Eagle Bancorp,
Inc., a proposed bank holding company organized under the laws of the State of
Maryland (the "Company"), is being sent to subscribers in the Company's offering
(the "Offering") of shares of its common stock, $.01 par value per share (the
"Common Stock") at an offering price of $10.00 per share, pursuant to its
prospectus dated February 9, 1998 (the "Prospectus"), and amends and supplements
the information provided in the Prospectus. To the extent a statement contained
herein modifies or supersedes a statement in the Prospectus, the Prospectus is
hereby deemed to be modified or superseded, and such statement in the Prospectus
shall not be deemed to constitute a part of the Prospectus as amended by this
Supplement.
This Supplement is being issued to reflect the extension of the Offering to
May 11, 1998 (subject to further extension) as described herein, the increase in
the aggregate number of Shares being offered for sale in the Offering by
270,000, from 1,380,000 to 1,650,000, to provide certain information regarding
certain members of the organizing group of the Company and/or Bank and other
information which has developed since the date of the Prospectus, and to offer
subscribers the right to rescind their subscriptions.
Capitalized terms used but not defined herein which are defined in the
Prospectus have the meanings ascribed to them in the Prospectus. If any person
receiving this Supplement has not received a copy of the Prospectus, or wishes
to receive another copy, that person should contact Ronald D. Paul, President of
the Company, by mail at the Company's executive offices, 8101 Glenbrook Road,
Bethesda, Maryland 20814, or by telephone at (301) 986-1800, the Company's new
telephone number.
------------------
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION, THE MARYLAND DEPARTMENT OF FINANCIAL
REGULATION OR ANY OTHER FEDERAL OR STATE SECURITIES OR BANK REGULATORY AGENCY,
NOR HAVE ANY OF THE FOREGOING PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE SECURITIES OFFERED HEREBY ARE NOT DEPOSIT ACCOUNTS OR OTHER OBLIGATIONS OF
THE COMPANY'S PROPOSED BANKING SUBSIDIARY, AND ARE NOT, AND WILL NOT BE, INSURED
BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY.
-----------------
The date of this Supplement is April , 1998.
<PAGE>
FDIC APPROVAL
On April 14, 1998, the Federal Deposit Insurance Corporation approved the
Bank's application for deposit insurance.
EXTENSION OF THE OFFERING AND INCREASE IN THE NUMBER OF SHARES
In accordance with the provisions of the Prospectus, the Company has
elected to extend the Offering period from the original April 10, 1998
termination date. Unless further extended by the Company in the exercise of its
sole discretion, the Offering will expire on Monday, May 11, 1998, at 5:00 P.M.,
eastern time, the first business day following the thirtieth day after April 10.
The Company reserves the right to further extend the Offering in its discretion,
to a date not later than Tuesday, June 9, 1998.
The Company has also elected to increase the maximum number of Shares
subject to the Offering, including the Shares subject to the Oversubscription
Allotment, from 1,380,000 to 1,650,000. If all of the increased number of shares
are sold, the gross proceeds of the Offering will be $16,500,000. The increase
in the number of Shares is a result of the substantial level of interest in the
Offering, and the Company's desire to accommodate as many subscribers as
possible. As of April 10, 1998, the original Termination Date, and as of April
23, 1998, the Company had received acceptable subscriptions for $15,057,290 and
$15,468,790, respectively. The Company plans to use the additional proceeds of
the Offering for the same purposes, i.e., capital contributions to the Bank,
payment of pre-opening and organizational expenses, to provide working capital
for expansion, to fund lending activities and for general corporate purposes
(including the investment of all or a portion of the working capital funds in
interest-bearing certificates of deposit or other deposits with the Bank or
other types of securities, such as government bonds). The Company may engage in
non-banking activities permissible for bank holding companies, including but not
limited to venture capital and mortgage banking activities.
Set forth below is a tabular presentation reflecting the anticipated
allocation of the net proceeds of the Offering, after deducting estimated
expenses of the Offering of $110,000. The presentation assumes the sale of
1,650,000 Shares, the payment of all pre-opening and organizational costs (other
than Bank premises and equipment expense) by the Company, and the contribution
of $7,750,000 of the proceeds of the Offering to the Bank. The anticipated
contribution to the Bank's capital has been increased to reflect anticipated
increases in the estimated Bank premises expense. Pre-opening expenses will
initially have been funded by organizer advances, which will be repaid from the
proceeds of this Offering. The presentation assumes the direct payment of all
such expenses (other than Bank premises and equipment expense) by the Company.
----------------------------------
Amount % of Proceeds(1)
----------------------------------
THE COMPANY:
Net Proceeds $ 16,390,000 100%
Purchase of Stock of Bank/
Capital Contributions 7,750,000 47.28%
Salary(2)(3) 230,000 1.40%
Other pre-opening expense(3)(4) 150,000 .91%
Interest on organizer advances(5) 16,496 .10%
Working Capital $ 8,243,504 50.29%
THE BANK
Proceeds of Capital Contributions By
Company 7,750,000 47.28%
Premises and equipment expense(3)(6) 1,490,000 9.09%
Working Capital 6,260,000 38.19%
(1) Represents, in case of the Bank, percentage of total net proceeds of
Offering. The Company reserves the right to not contribute to the Bank any
portion of the proceeds of the Offering in excess of $7,750,000.
(2) Represents pre-opening salary and benefits for President and Executive Vice
President of Bank.
(3) All or a portion of such items will be initially funded by organizer
advances. These organizer advances, with interest at the prime rate,
adjusted monthly, will be repaid from the proceeds of the Offering.
Organizer advances amounted to $130,000 at December 31, 1997 and $470,000 at
March 31, 1998. On April 6, 1998 $220,000 principal amount of organizer
advances were converted into stock subscriptions and ceased accruing
interest.
(footnotes continued on next page)
-2-
<PAGE>
(footnotes continued from prior page)
(4) Includes application costs and legal expense not related to the Offering,
and office expense for pre-opening period.
(5) Represents $3,038 interest on organizer advances at a rate of 8.5% for the
period December 1, 1997 to March 31, 1998, and interest at a rate of 8.5% on
$475,000 in organizer advances for the period April 1, 1998 to July 31,
1998.
(6) Represents costs incurred in outfitting main offices of Bank and two
branches. As a result of unexpected delays in construction and revision of
cost estimates, the expenses to be incurred in outfitting the Bank's offices
are anticipated to be higher than originally estimated.
PRO FORMA CAPITALIZATION OF THE COMPANY
The following table sets forth the pro forma consolidated capitalization of
the Company at March 31, 1998, after giving effect to the receipt of the
estimated net proceeds of (i) the sale of the all of the Shares offered hereby,
and (ii) pre-opening expenses (other than premises and equipment expenses for
the Bank, but including expenses of the Offering) of $506,496, and based upon
the assumptions set forth herein.
<TABLE>
<CAPTION>
March 31, 1998
------------------------------------------------
Actual Pro Forma
------------------- ----------------------
Stockholders' equity:
<S> <C> <C>
Common Stock, $.01 par value; shares authorized,
5,000,000; shares outstanding, 1,650,000 pro forma $ 0 $ 16,500
Preferred Stock, $.01 par value; shares authorized,
1,000,000; shares outstanding, 0 pro forma 0 0
Capital surplus 0 16,374,000
Retained earnings (deficit) (267,558) (396,496)
------------------- ----------------------
Total stockholders' equity (deficit) $ (267,558) $ 15,993,504
=================== ======================
Book value per share of common stock(1) N/A $ 9.69
=================== ======================
</TABLE>
(1) Book value per share of common stock is determined by dividing the
Company's pro forma total consolidated equities at March 31, 1998 by
1,650,000 shares issued and outstanding.
The Company expects that it may withdraw from escrow up to $500,000 of
funds representing a portion of the subscription funds of the organizing
directors of the Company, and issue shares of Common Stock to the directors in
respect of their subscriptions, prior to the time it withdraws funds from escrow
with respect to any other subscriptions. The funds of the directors would then
be irrevocably invested in the Company Common Stock. The purpose of withdrawing
the directors' funds from escrow would be to help fund the costs of construction
of the Bank's offices.
DESCRIPTION OF PROPERTIES
The Company has entered into leases with respect to three properties to be
utilized as the main office and branches of the Bank and the executive offices
of the Bank and Company. The main office of the Bank and the executive offices
of the Company and Bank are to be located in a 12,000 square foot, two story,
brick building with full basement, at 7815 Woodmont Avenue, Bethesda, Maryland.
The lease is for a ten year initial term with two five year renewal options, at
an annual initial base rent of $142,500, subject to annual percentage increase.
The Company has undertaken to perform certain renovations and improvements to
the property. The Rockville branch will be located at 110 North Washington
Street, Rockville, Maryland. The space consists of 2,500 square feet in the
first floor of a multi-story office building in the downtown Rockville business
district. The lease is for a five year initial term, with one five year renewal
option, at an initial annual base rent of $34,992, subject to annual percentage
increase. The Silver Spring branch is located at 8677 Georgia Avenue, Silver
Spring, Maryland. The lease is for a five year initial term, with one five year
renewal option at an annual initial base rent of $53,084, subject to annual
percentage increase. The space is located in the first floor of a multi-story
office building in the
-3-
<PAGE>
Silver Spring business district. Each of the leases also requires the Company to
pay its proportional share of building expenses.
MANAGEMENT'S DISCUSSION AND ANALYSIS
As of the date hereof, neither the Company nor the Bank has commenced
operations or engaged in any activities except those related to the organization
of the Company and the Bank and raising capital in this Offering. As such it is
classified as a development stage company. Such limited activities have been
financed solely by advances, in the amount of $470,000 as of March 31, 1998
($130,000 as of December 31, 1997), by certain organizers of the Company. One
organizer has obtained a $350,000 line of credit from an unaffiliated bank, of
which $225,000 has been drawn, for purposes of financing additional advances.
All advances will be repaid from the proceeds of the Offering with interest at
the prime rate, adjusted monthly. If the Offering is not completed, no other
person or entity is obligated to repay the aggregate advances to the organizers.
This temporary funding source is expected to be sufficient to meet the Company's
needs until the sale of Shares pursuant to the Offering is completed.
It is anticipated that the Bank will incur approximately $1,490,000 in
expenses in leasehold improvements for its three planned offices and in
furniture, fixtures and equipment for such offices, including vaults, teller
equipment, computer work stations, furniture for the branch lobbies and
administrative offices, ATM units and other equipment. The Bank will contract
its data processing requirements to an outside vendor. The Company had two full
time employees at March 31, 1998, and expects to have twenty five employees at
the Bank level after all three planned branches have opened.
The Company believes that the proceeds of the Offering, $16,500,000 if the
maximum number of Shares are sold (without deduction for $110,000 estimated
expenses of the Offering), will be sufficient to fund the expenses of
establishing and opening the Bank and to fund the Bank's and Company's
operations for at least twelve months after the Offering. The Company does not
anticipate a need to raise additional capital during that period.
At March 31, 1998, the Company had total assets of $10,162,683, $9,934,300
of which represented escrowed funds in respect of subscriptions for Common Stock
in the Offering, as compared to assets of $11,046 at December 31, 1997. The
Company reported a net loss of $105,355 for the three months ended March 31,
1998, and a net loss of $162,203 for the period from inception to December 31,
1997, resulting in each case from accrued expenses relating to the organization
of the Company and the Bank, principally legal expenses, filing fees and
pre-opening salaries. The Company reported income of $23,446 during the three
months ended March 31, 1998, representing interest on escrowed common stock
subscription funds.
DIRECTORS AND EXECUTIVE OFFICERS - RECENT EVENTS
On April 22, 1998, Dudley C. Dworken resigned from his position as a
director of the Company and the Bank. The Board of Directors has indicated that
it does not plan to appoint another person to fill the vacancies in the Company
and Bank boards at this time. Mr. Dworken has indicated his intention not to
rescind his subscription for Shares in the Offering.
The Company has also been informed by Thomas D. Murphy, the proposed
Executive Vice President--Chief Operating Officer of the Bank, that the
Commission is investigating whether Mr. Murphy made misstatements to the press
in late 1995 and early 1996 regarding the status of Allegiance's merger
discussions prior to the Acquisition. The Company understands the Commission is
also investigating the actions of Allegiance in respect of Mr. Murphy's
statements. There can be no assurance that the scope of the Commission's
investigation will not be expanded.
Mr. Murphy has been informed by the Commission that it intends to recommend
an enforcement action against him with regard to matter in question. Although
counsel for Mr. Murphy have advised the Company that they believe that Mr.
Murphy has substantial defenses against the allegations, there is no assurance
that he will avoid
-4-
<PAGE>
becoming the subject of civil penalties or other sanctions. The Company cannot
predict what effect, if any, this investigation or any resulting charges or
other proceedings may ultimately have on the ability of Mr. Murphy to serve with
the Bank and the Company, or on the timing of the receipt by the Company and the
Bank of all necessary regulatory approvals.
The Company is not privy to the correspondence relating to the foregoing
investigations, and in making this disclosure has relied on information provided
to the Company by Mr. Murphy and his counsel.
RIGHT TO RESCIND SUBSCRIPTIONS AND OBTAIN A REFUND
Each Subscriber is hereby being granted the opportunity to terminate his or
her subscription and to obtain a refund of all funds heretofore paid by such
subscriber pursuant to a Subscription Agreement. In order to terminate a
subscription, a Subscriber must deliver written notice of his or her election to
terminate such subscriber's subscription, NO LATER THAN 5:00 P.M., EASTERN TIME,
ON MAY ____, 1998 (17 calendar days after mailing) to the following address:
Koonce Securities, Inc. (Eagle Bancorp, Inc.)
6550 Rock Spring Drive
Suite 600
Bethesda, Maryland 20817
Telephone No.: (800) 368-2806 or (301) 897-9700
In order to be effective, written notice of rescission must be actually
received at such address on or before May ___, 1998. Subscriptions may be
terminated only in whole, and not in part. Subscribers who terminate their
subscriptions will not be entitled to receive interest on their funds held in
escrow, except as otherwise provided in the Prospectus under the caption "THE
OFFERING -- Escrow Account; Release of Funds."
After May ___, 1998, consistent with the provisions of the original terms
of the Offering, Subscribers will not be able to obtain a refund of their funds
during the Offering period. (See "THE OFFERING --Acceptance and Refunding of
Subscriptions.")
-5-
<PAGE>
INDEX TO FINANCIAL STATEMENTS
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 1997
Independent Auditor's Report............................................... F-1
Audited Balance Sheet of the Company at December 31, 1997.................. F-2
Audited Statement of Operations............................................ F-3
Audited Statement of Changes in Stockholders' Deficit...................... F-4
Audited Statement of Cash Flows............................................ F-5
Notes to Audited Financial Statements...................................... F-6
UNAUDITED FINANCIAL STATEMENTS FOR THE THREE MONTHS ENDED MARCH 31, 1998
Unaudited Balance Sheet of the Company at March 31, 1998................... F-8
Unaudited Statement of Operations.......................................... F-9
Unaudited Statement of Changes in Stockholders' Deficit.................... F-10
Unaudited Statement of Cash Flows.......................................... F-11
Notes to Unaudited Financial Statements.................................... F-12
-6-
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Board of Directors
Eagle Bancorp, Inc.
Bethesda, Maryland
We have audited the accompanying balance sheet of Eagle Bancorp, Inc. (a
Development Stage Company) as of December 31, 1997, and the related statements
of operations, changes in stockholders' deficit and cash flows for the period
October 28, 1997 (date of inception) to December 31, 1997. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit of the financial statements provides a reasonable
basis for our opinion.
In our opinion, the financial statements referred to above presents fairly,
in all material respects, the financial position of Eagle Bancorp, Inc. (a
Development Stage Company) as of December 31, 1997 and the results of operations
and cash flows for the period October 28, 1997 (date of inception) to December
31, 1997 in conformity with generally accepted accounting principles.
/s/ STEGMAN & COMPANY
Baltimore, Maryland
April 14, 1998
F-1
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
DECEMBER 31, 1997
ASSETS
Cash and cash equivalents $ 7,214
Equipment - net 3,832
----------
TOTAL ASSETS $ 11,046
========
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES:
Accounts payable and accrued expenses $ 43,249
Payable to organizers 130,000
----------
Total liabilities 173,249
STOCKHOLDERS' DEFICIT:
Common stock, $.01 par, 5,000,000 shares
authorized, no shares issued and outstanding -
Preferred stock, $.01 par, 1,000,000 shares
authorized, no shares issued and outstanding -
Surplus -
Deficit (162,203)
----------
Total stockholders' deficit (162,203)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $ 11,046
=========
F-2
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE PERIOD FROM OCTOBER 28, 1997
(DATE OF INCEPTION) TO DECEMBER 31, 1997
REVENUES $ -
-----------
EXPENSES:
Depreciation 348
Filing fees 18,354
Interest 1,056
Legal 77,892
Payroll taxes and employee benefits 6,358
Salaries 51,912
Other 6,283
-----------
Total expenses 162,203
LOSS BEFORE INCOME TAX BENEFIT (162,203)
INCOME TAX BENEFIT -
- ------------------ ------------
NET LOSS $(162,203)
=============
F-3
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE PERIOD FROM OCTOBER 28, 1997
(DATE OF INCEPTION) TO DECEMBER 31, 1997
Common
Stock Surplus Deficit
----- ------- -------
BALANCES AT OCTOBER 28, 1997 $ - $ - $ -
Net loss - - (162,203)
--------- ------------- --------------
BALANCES AT DECEMBER 31, 1997 $ - $ - $(162,203)
========= ============= =============
F-4
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE PERIOD FROM OCTOBER 28, 1997
(DATE OF INCEPTION) TO DECEMBER 31, 1997
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(162,203)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 348
Increase in accounts payable and accrued expenses 43,249
Net cash used in operating activities (118,606)
----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of equipment (4,180)
----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in payable to organizers 130,000
----------
NET INCREASE IN CASH AND CASH EQUIVALENTS 7,214
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD -
----------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 7,214
=========
Supplemental cash flows information:
Interest payments $ -
=========
Income tax payments $ -
=========
F-5
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. NATURE OF BUSINESS
Eagle Bancorp, Inc. was incorporated on October 28, 1997 under the laws of
the State of Maryland to operate as a bank holding company. It is intended
that the Company will purchase all the shares of common stock to be issued
by EagleBank (the "Bank"). An application to organize the Bank was filed
with the Maryland Department of Financial Regulation on December 5, 1997.
The Bank has not commenced operations and will not do so unless the public
offering of stock by the Company is completed and the Bank meets the
conditions of the Maryland Department of Financial Regulation to receive
its charter authorizing it to commence operations as a commercial bank, and
has obtained the approval of the FDIC to insure its deposit accounts.
2. DEVELOPMENT STAGE COMPANY
The Company is currently devoting substantially all of its efforts
establishing a new banking business and raising capital, accordingly, the
Company meets the criteria defined by Statement of Financial Accounting
Standards (SFAS) No. 7, "Accounting and Reporting by Development Stage
Enterprises."
3. NEW ACCOUNTING PRONOUNCEMENTS
Effective for periods ending after December 15, 1997, SFAS No. 128,
"Earnings Per Share," is applicable for computing and presenting earnings
per share (EPS) for entities, with publicly held common stock or potential
common stock. This statement simplifies the standards for computing EPS,
making them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. This accounting pronouncement shall apply to the Company when
and if common stock of the Company is issued. As of December 31, 1997, the
Company had no shares of common stock outstanding.
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income, was issued in June 1997. This statement establishes
standards for disclosing comprehensive income and its components in a full
set of general-purpose financial statements. Comprehensive income is
defined as the change in equity from transactions and other events and
circumstances from nonowner sources. Comprehensive income includes net
income which is adjusted for items such as unrealized gains and losses on
certain investment securities and minimum pension liability adjustments.
This statement is effective for fiscal years beginning after December 15,
1997. Reclassification of financial statements for earlier periods provided
for comparative purposes is required. For the
F-6
<PAGE>
period from October 28, 1997 (date of inception) through December 31, 1997
the Company had no components of other comprehensive income.
Statement of Financial Accounting Standards No. 131, Disclosure about
Segments of an Enterprise and Related Information, was issued in June 1997.
This statement establishes standards for disclosing information about
operating segments in financial statements. Operating segments are
components of a business about which separate financial information is
available that is evaluated by management in deciding how to allocate
resources and in assessing performance. Management has not determined yet
whether additional disclosure will be necessary under the requirements of
SFAS No. 131. For year-end disclosure, this statement is effective for
fiscal years beginning after December 15, 1997. Interim reporting
disclosures would not be required in the first year of adoption, but would
begin the first quarter immediately after the first year of providing
year-end disclosures. For interim reporting, the preceding year's interim
information must be presented on a comparative basis.
4. CASH AND CASH EQUIVALENTS
The Company defines cash and cash equivalents as cash on hand and
short-term investments with original maturities of less than 90 days.
5. PAYABLE TO ORGANIZERS
Organizers of the Company have advanced an aggregate of $130,000 to pay
certain organization expenses (principally legal fees, filing fees and
salaries). These advances are to be repaid with interest at the prime rate
from the proceeds of the common stock offering at the time the Company
opens for business. One organizer has obtained a line of credit in the
amount of $350,000 for the purpose of funding additional expenses of the
Company through additional organizer advances. Organization expenses will
be expensed as incurred.
6. INCOME TAXES
The Company uses the liability method of accounting for income taxes as
required by SFAS No. 109, "Accounting for Income Taxes." Under the
liability method, deferred-tax assets and liabilities are determined based
on differences between the financial statement carrying amounts and the tax
basis of existing assets and liabilities (i.e., temporary differences) and
are measured at the enacted rates that will be in effect when these
differences reverse. Deferred income taxes will be recognized when it is
deemed more likely than not that the benefits of such deferred income taxes
will be realized, accordingly, no deferred income taxes or income tax
benefits have been recorded by the Company.
F-7
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
BALANCE SHEET
MARCH 31, 1998
(UNAUDITED)
ASSETS
Cash and cash equivalents $10,111,309
Leasehold improvements 24,140
Equipment - net 3,484
Deposits 23,750
TOTAL ASSETS $10,162,683
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES:
Accounts payable and accrued expenses $ 25,941
Common stock subscription funds 9,934,300
Payable to organizers 470,000
-------------
Total liabilities 10,430,241
STOCKHOLDERS' DEFICIT:
Common stock, $.01 par, 5,000,000 shares
authorized, no shares issued and outstanding -
Preferred stock, $.01 par, 1,000,000 shares
authorized, no shares issued and outstanding -
Surplus -
Deficit (267,558)
-------------
Total stockholders' deficit (267,558)
TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT $10,162,683
===========
F-8
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
REVENUES - Interest income $ 23,446
----------
EXPENSES:
Depreciation 348
Filing fees 1,356
Interest 5,082
Legal 13,888
Accounting 2,000
Payroll taxes and employee benefits 6,068
Salaries 66,696
Other 33,363
-----------
Total expenses 128,801
LOSS BEFORE INCOME TAX BENEFIT (105,355)
INCOME TAX BENEFIT -
NET LOSS $(105,355)
=========
F-9
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
Common
Stock Surplus Deficit
BALANCES AT JANUARY 1, 1998 $ - $ - $(162,203)
Net loss - - (105,355)
----------- ------------ ----------
BALANCES AT MARCH 31, 1998 $ - $ - $(267,558)
=========== ============ ===========
F-10
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1998
(UNAUDITED)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (105,355)
Adjustments to reconcile net loss to net
cash used by operating activities:
Depreciation 348
Decrease in accounts payable
and accrued expenses (17,308)
------------
Net cash used in operating activities (122,315)
------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Increase in leasehold improvements (24,140)
Increase in deposits (23,750)
------------
Net cash used in investing activities (47,890)
------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in payable to organizers 340,000
Increase in common stock subscription funds 9,934,300
------------
Net cash provided by financing activities 10,274,300
------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 10,104,095
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 7,214
------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $10,111,309
------------
Supplemental cash flows information:
Interest payments $ -
============
Income tax payments $ -
============
F-11
<PAGE>
EAGLE BANCORP, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
General - The financial statements of Eagle Bancorp, Inc. (the Company)
included herein are unaudited; however, they reflect all adjustments
consisting only of normal recurring accruals that, in the opinion of
Management, are necessary to present fairly the results for the periods
presented. Certain information and note disclosures normally included in
financial statements prepared in accordance with Generally Accepted
Accounting Principles have been condensed or omitted. The Company believes
that the disclosures are adequate to make the information presented not
misleading. The results of operations for the three months ended March 31,
1998, are not necessarily indicative of the results of operations to be
expected for the remainder of the year. It is suggested that these
financial statements be read in conjunction with the prospectus dated
February 9, 1998.
2. NATURE OF BUSINESS
Eagle Bancorp, Inc. was incorporated on October 28, 1997 under the laws of
the State of Maryland to operate as a bank holding company. It is intended
that the Company will purchase all the shares of common stock to be issued
by EagleBank (the "Bank"). An application to organize the Bank was filed
with the Maryland Department of Financial Regulation on December 5, 1997.
The Bank has not commenced operations and will not do so unless the public
offering of stock by the Company is completed and the Bank meets the
conditions of the Maryland Department of Financial Regulation to receive
its charter authorizing it to commence operations as a commercial bank, and
has obtained the approval of the FDIC to insure its deposit accounts.
3. DEVELOPMENT STAGE COMPANY
The Company is currently devoting substantially all of its efforts
establishing a new banking business and raising capital, accordingly, the
Company meets the criteria defined by Statement of Financial Accounting
Standards (SFAS) No. 7, "Accounting and Reporting by Development Stage
Enterprises."
4. NEW ACCOUNTING PRONOUNCEMENTS
Effective for periods ending after December 15, 1997, SFAS No. 128,
"Earnings Per Share," is applicable for computing and presenting earnings
per share (EPS) for entities, with publicly held common stock or potential
common stock. This statement simplifies the standards for computing EPS,
making them comparable to international EPS standards. It replaces the
presentation of primary EPS with a presentation of basic EPS. It also
requires dual presentation of basic and diluted EPS on the face of the
income statement for all entities with complex capital structures and
requires a reconciliation of the numerator and denominator of the basic EPS
computation to the numerator and denominator of the diluted EPS
computation. This accounting pronouncement shall
F-12
<PAGE>
apply to the Company when and if common stock of the Company is issued. As
of March 31, 1998, the Company had no shares of common stock outstanding.
Statement of Financial Accounting Standards No. 130, Reporting
Comprehensive Income, was issued in June 1997. This statement establishes
standards for disclosing comprehensive income and its components in a full
set of general-purpose financial statements. Comprehensive income is
defined as the change in equity from transactions and other events and
circumstances from nonowner sources. Comprehensive income includes net
income which is adjusted for items such as unrealized gains and losses on
certain investment securities and minimum pension liability adjustments.
This statement is effective for fiscal years beginning after December 15,
1997. Reclassification of financial statements for earlier periods provided
for comparative purposes is required. For the period from October 28, 1997
(date of inception) through March 31, 1998 the Company had no components of
other comprehensive income.
Statement of Financial Accounting Standards No. 131, Disclosure about
Segments of an Enterprise and Related Information, was issued in June 1997.
This statement establishes standards for disclosing information about
operating segments in financial statements. Operating segments are
components of a business about which separate financial information is
available that is evaluated by management in deciding how to allocate
resources and in assessing performance. Management has not determined yet
whether additional disclosure will be necessary under the requirements of
SFAS No. 131. For year-end disclosure, this statement is effective for
fiscal years beginning after December 15, 1997. Interim reporting
disclosures would not be required in the first year of adoption, but would
begin the first quarter immediately after the first year of providing
year-end disclosures. For interim reporting, the preceding year's interim
information must be presented on a comparative basis.
5. CASH AND CASH EQUIVALENTS
The Company defines cash and cash equivalents as cash on hand and
short-term investments with original maturities of less than 90 days.
6. COMMON STOCK SUBSCRIPTION FUNDS
As a result of the Company's prospectus dated February 9, 1998, the
Company, through an escrow agent, has been receiving subscriptions for the
Company's common stock. These funds are invested in U.S. Treasury bills and
repurchase agreements. If the Company or the Bank does not receive all
necessary regulatory approvals, the subscription funds will be returned to
the investors.
7. PAYABLE TO ORGANIZERS
Organizers of the Company have advanced an aggregate of $470,000 to pay
certain organization expenses (principally legal fees, filing fees and
salaries). These advances are to be repaid with interest at the prime rate
from the proceeds of the common stock offering at the time the Company
opens for business. One organizer has obtained a line of credit in the
amount of $350,000 for the purpose of funding additional expenses of the
Company through additional organizer advances. Organization expenses will
be expensed as incurred.
F-13
<PAGE>
8. INCOME TAXES
The Company uses the liability method of accounting for income taxes as
required by SFAS No. 109, "Accounting for Income Taxes." Under the
liability method, deferred-tax assets and liabilities are determined based
on differences between the financial statement carrying amounts and the tax
basis of existing assets and liabilities (i.e., temporary differences) and
are measured at the enacted rates that will be in effect when these
differences reverse. Deferred income taxes will be recognized when it is
deemed more likely than not that the benefits of such deferred income taxes
will be realized, accordingly, no deferred income taxes or income tax
benefits have been recorded by the Company.
F-14
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article VI of the Company's Articles of Incorporation provides that the
Company shall, to the full extent permitted and in the manner prescribed by the
Maryland General Corporation Law and any other applicable law, indemnify a
director or officer of the Company who is or was a party to any proceeding by
reason of the fact that he is or was a director or officer, or is or was serving
at the request of the Company as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise.
The Maryland General Corporation Law provides, in pertinent part, as
follows:
2-418 INDEMNIFICATION OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS. -- (a)
In this section the following words have the meanings indicated.
(1) "Director" means any person who is or was a director of a corporation
and any person who, while a director of a corporation, is or was serving at the
request of the corporation as a director, officer, partner, trustee, employee,
or agent of another foreign or domestic corporation, partnership, joint venture,
other enterprise, or employee benefit plan.
(2) "Corporation" includes any domestic or foreign predecessor entity of a
corporation in a merger, consolidation, or other transaction in which the
predecessor's existence ceased upon consummation of the transaction.
(3) "Expenses" include attorney's fees. (4) "Official capacity" means the
following:
(4) "Official capacity" means the following:
(i) When used with respect to a director, the office of director in the
corporation; and
(ii) When used with respect to a person other than a director as
contemplated in sub-section (j), the elective or appointive office in the
corporation held by the officer, or the employment or agency relationship
undertaken by the employee or agent in behalf of the corporation.
(iii) "Official capacity" does not include service for any other foreign or
domestic corporation or any partnership, joint venture, trust, other enterprise,
or employee benefit plan.
(5) "Party" includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.
(6) "Proceeding" means any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative, or investigative.
(b)(1) A corporation may indemnify any director made a party to any
proceeding by reason of service in that capacity unless it is established that:
(i) The act or omission of the director was material to the matter giving
rise to the proceeding; and
1. Was committed in bad faith; or
2. Was the result of active and deliberate dishonesty; or
(ii) The director actually received an improper personal benefit in money,
property, or services; or
(iii) In the case of any criminal proceeding, the director had reasonable
cause to believe that the act or omission was unlawful.
(2)(i) Indemnification may be against judgments, penalties, fines,
settlements, and reasonable expenses actually incurred by the director in
connection with the proceeding.
(ii) However, if the proceeding was one by or in the right of the
corporation, indemnification may not be made in respect of any proceeding in
which the director shall have been adjudged to be liable to the corporation.
(3)(i) The termination of any proceeding by judgment, order, or settlement
does not create a presumption that the director did not meet the requisite
standard of conduct set forth in this subsection.
(ii) The termination of any proceeding by conviction, or a plea of nolo
contendere or its equivalent, or an entry of an order of probation prior to
judgment, creates a rebuttal presumption that the director did not meet that
standard of conduct.
II-1
<PAGE>
(c) A director may not be indemnified under subsection (B) of this section
in respect of any proceeding charging improper personal benefit to the director,
whether or not involving action in the director's official capacity, in which
the director was adjudged to be liable on the basis that personal benefit was
improperly received.
(d) Unless limited by the charter:
(1) A director who has been successful, on the merits or otherwise, in the
defense of any proceeding referred to in subsection (B) of this section shall be
indemnified against reasonable expenses incurred by the director in connection
with the proceeding.
(2) A court of appropriate jurisdiction upon application of a director and
such notice as the court shall require, may order indemnification in the
following circumstances:
(i) If it determines a director is entitled to reimbursement under
paragraph (1) of this subsection, the court shall order indemnification, in
which case the director shall be entitled to recover the expenses of securing
such reimbursement; or
(ii) If it determines that the director is fairly and reasonably entitled
to indemnification in view of all the relevant circumstances, whether or not the
director has met the standards of conduct set forth in subsection (b) of this
section or has been adjudged liable under the circumstances described in
subsection (c) of this section, the court may order such indemnification as the
court shall deem proper. However, indemnification with respect to any proceeding
by or in the right of the corporation or in which liability shall have been
adjudged in the circumstances described in subsection (c) shall be limited to
expenses.
(3) A court of appropriate jurisdiction may be the same court in which the
proceeding involving the director's liability took place.
(e)(1) Indemnification under subsection (b) of this section may not be made
by the corporation unless authorized for a specific proceeding after a
determination has been made that indemnification of the director is permissible
in the circumstances because the director has met the standard of conduct set
forth in subsection (b) of this section.
(2) Such determination shall be made:
(i) By the board of directors by a majority vote of a quorum consisting of
directors not, at the time, parties to the proceeding, or, if such a quorum
cannot be obtained, then by a majority vote of a committee of the board
consisting solely of two or more directors not, at the time, parties to such
proceeding and who were duly designated to act in the matter by a majority vote
of the full board in which the designated directors who are parties may
participate;
(ii) By special legal counsel selected by the board of directors or a
committee of the board by vote as set forth in subparagraph (I) of this
paragraph, or, if the requisite quorum of the full board cannot be obtained
therefor and the committee cannot be established, by a majority vote of the full
board in which directors who are parties may participate; or
(iii) By the stockholders.
(3) Authorization of indemnification and determination as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination that
indemnification is permissible is made by special legal counsel, authorization
of indemnification and determination as to reasonableness of expenses shall be
made in the manner specified in subparagraph (ii) of paragraph (2) of this
subsection for selection of such counsel.
(4) Shares held by directors who are parties to the proceeding may not be
voted on the subject matter under this subsection.
(f)(1) Reasonable expenses incurred by a director who is a party to a
proceeding may be paid or reimbursed by the corporation in advance of the final
disposition of the proceeding upon receipt by the corporation of:
(i) A written affirmation by the director of the director's good faith
belief that the standard of conduct necessary for indemnification by the
corporation as authorized in this section has been met; and
(ii) A written undertaking by or on behalf of the director to repay the
amount if it shall ultimately be determined that the standard of conduct has not
been met.
(2) The undertaking required by subparagraph (ii) of paragraph (1) of this
subsection shall be an unlimited general obligation of the director but need not
be secured and may be accepted without reference to financial ability to make
the repayment.
(3) Payments under this subsection shall be made as provided by the
charter, bylaws or contract or as specified in subsection (e) of this section.
II-2
<PAGE>
(g) The indemnification and advancement of expenses provided or authorized
by this section may not be deemed exclusive of any other rights, by
indemnification or otherwise, to which a director may be entitled under the
charter, the bylaws, a resolution of stockholders of directors, an agreement or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office.
(h) This section does not limit the corporation's power to pay or reimburse
expenses incurred by a director in connection with an appearance as a witness in
a proceeding at a time when the director has not been made a named defendant or
respondent in the proceeding.
(i) For purposes of this section:
(1) The corporation shall be deemed to have requested a director to serve
an employee benefit plan where the performance of the director's duties to the
corporation also imposes duties on, or otherwise involves services by, the
director to the plan or participants or beneficiaries of the plan:
(2) Excise taxes assessed on a director with respect to an employee benefit
plan pursuant to applicable law shall be deemed fined; and
(3) Action taken or omitted by the director with respect to an employee
benefit plan in the performance of the director's duties for a purpose
reasonably believed by the director to be in the interest of the participants
and beneficiaries of the plan shall be deemed to be for a purpose which is not
opposed to the best interests of the corporation.
(j) Unless limited by the charter:
(1) An officer of the corporation shall be indemnified as and to the extent
provided in subsection (d) of this section for a director and shall be entitled,
to the same extent as a director, to seek indemnification pursuant to the
provisions of subsection (d);
(2) A corporation may indemnify and advance expenses to an officer,
employee, or agent of the corporation to the same extent that it may indemnify
directors under this section; and
(3) A corporation, in addition, may indemnify and advance expenses to an
officer, employee, or agent who is not a director to such further extent,
consistent with law, as may be provided by its charter, bylaws, general or
specific action of its board of directors or contract.
(k)(1) A corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee, or agent of the corporation,
or who, while a director, officer, employee, or agent of the corporation, is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, other enterprise, or employee benefit plan
against any liability asserted against and incurred by such person in any such
capacity or arising out of such person's position, whether or not the
corporation would have the power to indemnify against liability under the
provisions of this section.
(2) A corporation may provide similar protection, including a trust fund,
letter of credit, or surety bond, not inconsistent with this section.
(3) The insurance or similar protection may be provided by a subsidiary or
an affiliate of the corporation.
(l) Any indemnification of, or advance of expenses to, a director in
accordance with this section, if arising out of a proceeding by or in the right
of the corporation, shall be reported in writing to the stockholders with the
notice of the next stockholders' meeting or prior to the meeting.
II-3
<PAGE>
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the Company in connection with the
Offering described in this Registration Statement (other than underwriting
discounts and commissions) are as follows:
SEC Registration Fee............................................. $ 4,864
*Blue Sky Filing Fees and Expenses (Including counsel fees)...... 12,500
*Legal Fees ..................................................... 40,000
*Broker-dealer Fees and Expenses................................. 20,000
*Edgar Filing Expenses........................................... 3,500
*Printing and Engraving.......................................... 15,000
*Accounting Fees and Expenses.................................... 10,000
*Other Expenses.................................................. 3,952
Total $110,000
========
* Estimated
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES.
None.
ITEM 27. EXHIBITS.
Number Description
3(a) Certificate of Incorporation of the Company(1)
3(b) Bylaws of the Company(1)
5 Opinion of Kennedy, Baris & Lundy, L.L.P.
21 Subsidiaries of the Registrant(1)
23(a) Consent of Stegman & Company, Independent
Certified Public Accountants
23(b) Consent of Kennedy, Baris & Lundy, L.L.P.,
included in Exhibit 5
99(a) Form of Subscription Agreement(1)
99(b) Form of Placement Agent Agreement(1)
99(c) Form of Escrow Agreement(1)
99(d) Form of Letter to Prospective Investors(1)
99(e) Form of Letter to Subscribers
- -------------------
(1) Incorporated by reference to exhibit of the same number in
Registrant's registration statement on Form SB-2, number 333-42083.
ITEM 28. UNDERTAKINGS. The Registrant hereby undertakes that it will:
(1) file, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to: (i) include any
prospectus required by section 10(a)(3) of the Securities Act; (ii) reflect
II-4
<PAGE>
in the prospectus any facts or events which, individually or together represent
a fundamental change in the information in the registration statement; and (iii)
include any additional or changed material information on the plan of
distribution.
(2) for determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial bona
fide offering.
(3) file a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Act") 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 of whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
II-5
<PAGE>
SIGNATURES
In accordance with 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 of filing on Form SB-2 and authorized this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Bethesda, Maryland on April 27, 1998.
EAGLE BANCORP, INC.
By: /s/ Ronald D. Paul
_______________________________
Ronald D. Paul, President
In accordance with 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 stated.
<TABLE>
<CAPTION>
NAME POSITION DATE
<S> <C> <C>
/s/ Leonard L. Abel Chairman of the Board of April 27, 1998
_________________________ Directors
Leonard L. Abel
/s/ Eugene F. Ford Director April 27, 1998
_________________________
Eugene F. Ford
Director
_________________________
William A. Koier
/s/ Ronald D. Paul Vice Chairman of the Board April 27, 1998
_________________________ President & Treasurer
Ronald D. Paul (Principal Executive, Financial
and Accounting Officer)
</TABLE>
EXHIBIT 5
[ LETTERHEAD KENNEDY, BARIS & LUNDY, L.L.P. ]
April 27, 1998
Board of Directors
Eagle Bancorp, Inc.
Re: Registration Statement on Form SB-2 and Post-Effective Amendment
No. 1 to Registration Statement on Form SB-2 No 333-42083
Gentlemen:
As counsel to Eagle Bancorp, Inc. (the "Company") we have participated
in the preparation of the Company's Registration Statement on Form SB-2 to be
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended, relating to the proposed public offering, through the
efforts of certain directors and officers of the Company, of 270,000 shares of
the Company's Common Stock, in addition to those subject to the Company's
Registration Statement on Form SB-2 No. 333-42083 (the "Shares").
As counsel to the Company, we have examined such corporate records,
certificates and other documents of the Company, and made such examinations of
law and inquiries of such officers of the Company, as we have deemed necessary
or appropriate for purposes of this opinion. Based upon such examinations we are
of the opinion that the Shares, when sold in the manner set forth in the
Registration Statement, will be duly authorized, validly issued, fully paid and
non-assessable shares of the Common Stock of the Company.
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form SB-2 filed by the Company and the reference to
our firm contained therein under "Legal Matters."
Sincerely,
/s/ Kennedy, Baris & Lundy, L.L.P.
EXHIBIT 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Post Effective Amendment No. 1 to
Registration Statement on Form SB-2 (No. 333-42083) and Registration Statement
on Form SB-2 of Eagle Bancorp, Inc., of our report dated April 14, 1998 relating
to the balance sheet of Eagle Bancorp, Inc. as of December 31, 1997, and to the
reference to our Firm under the heading "Experts" in the Prospectus.
Stegman & Company
/s/ STEGMAN & COMPANY
Baltimore, Maryland
April 24, 1998
Exhibit 99
[Company letterhead]
________________, 1998
Dear Subscriber:
Enclosed please find an amendment to our previously issued prospectus.
This amendment provides additional and updated information reflecting
developments subsequent to the date of the original Prospectus. In light of the
new information provided, the Company is giving you the right to rescind your
subscription and obtain a refund of all the funds you have paid on your
subscription. In order to exercise this right you must provide written notice no
later than May ___, 1998, after which you will no longer be entitled to revoke
your subscription. This amendment to the Prospectus should be read in its
entirety, and in conjunction with the original Prospectus.
Also enclosed is another Subscription Form, in the event that you wish
to subscribe for additional shares in the Offering. As discussed more fully in
the amendment, the Company has extended the Offering to May 11, 1998, and, in
light of the large oversubscription to date, we are increasing the maximum
amount of the offering from $12 million to $16.5 million.
We are gratified at the response to our offering, and appreciate your
confidence.
Sincerely,
Leonard L. Abel Ronald D. Paul
Chairman, Eagle Bancorp, Inc. President, Eagle Bancorp, Inc.
Chairman, EagleBank (in organization)
