As filed with the Securities and Exchange Commission on March 14, 2000
Registration No. 333-_______
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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EAGLE BANCORP
(Exact Name of Registrant as Specified in Its Charter)
FEDERAL 81-0531318
(State of Incorporation) (I.R.S. Employer Identification No.)
1400 Prospect Avenue
Helena, Montana 59601
(406) 442-3080
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
AMERICAN FEDERAL SAVINGS BANK
RESTATED PROFIT SHARING PLAN & TRUST
(Full Title of the Plan)
Larry Dreyer
President and Chief Executive Officer
American Federal Savings Bank
1400 Prospect Avenue
Helena, Montana 59601
(406) 442-3080
(Name, Address, Including Zip Code, and Telephone Number
Including Area Code, of Agent for Service)
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Copies to:
Raymond J. Gustini, Esq.
Nixon Peabody LLP
1255 23rd Street, N.W., Suite 800
Washington, D.C. 20037
Tel.: (202) 973-7700
Fax: (202) 973-7750
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities To To Be Offering Price Aggregate Registration
Be Registered Registered Per Share Offering Price Fee
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Common Stock, 597,125(1) $8.00(2) $4,777,000(2) $1,410(2)
par value $0.01 per
share
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Interests in Plan(3) N/A N/A N/A N/A
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</TABLE>
(1) Estimated maximum aggregate number shares of Eagle Bancorp common stock
that could be purchased under the American Federal Savings Bank Restated
Profit Sharing Plan & Trust (the "Plan") during the next 36 months.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) of the Securities Act of 1933, as amended,
pursuant to which shares of common stock of Eagle Bancorp are deemed to be
offered at $8 per share, the price at which the shares of Eagle Bancorp
common stock are being offered to the public pursuant to Registration
Statement on Form SB-2, as amended (Registration Statement No. 333-93077).
(3) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interest to
be offered pursuant to the employee benefit plan described herein. In
accordance with Rule 457(h)(2), no separate fee calculation is made for
Plan interests.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information required by Part I of Form S-8
will be sent or given to employees eligible to participate in the American
Federal Savings Bank Restated Profit Sharing Plan & Trust ("Plan") as specified
by Rule 428(b)(1) of the Securities Act of 1933. Those documents and the
documents incorporated by reference into this Registration Statement pursuant to
Item 3 of Part II, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously filed by Eagle Bancorp (the
"Company") with the Commission are hereby incorporated by reference into this
Registration Statement and the prospectus to which this Registration Statement
relates, which prospectus has been or will be delivered to the participants in
the Plan covered by this Registration Statement:
1. The prospectus dated February 11, 2000, (Registration Statement
No. 333-93077) filed with the Commission pursuant to Rule 424(b).
2. The description of the Registrant's common stock, contained in
the Registrant's Registration Statement on Form 8-A, dated
February 24, 2000 (Registration Statement No. 000-29687).
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date
of this registration statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters any unsold securities, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof from the date
of filing of such documents. Any statement contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a
statement contained herein or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein, modifies
or supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
The Company will provide without charge to each person to whom a
prospectus relating to this registration statement is delivered, at the written
or oral request of such person, a copy of any and all of the documents
incorporated by reference (other than exhibits to such documents unless such
exhibits are specifically incorporated therein by reference into such
documents). All requests for such copies should be directed to: Secretary,
American Federal Savings Bank, 1400 Prospect Avenue, Helena, Montana 59601,
(406) 442-3080.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Federal regulations define areas for indemnity coverage, as follows:
(a) Any person against whom any action is brought by reason of the
fact that such person is or was a director or officer of the
Company shall be indemnified by the Company for:
(i) Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred by such person in
connection with proceedings related to the defense or
settlement of such action.
(ii) Any amount for which such person becomes liable by reason of
any judgment in such action;
(iii)Reasonable costs and expenses, including reasonable
attorney's fees, actually paid or incurred in any action to
enforce his rights under this section if the person attains
a final judgment in favor of such person in such enforcement
action.
(b) Indemnification provided for in subparagraph (a) shall be made to
such officer or director only if the requirements of this
subparagraph are met:
(i) The Company shall make the indemnification provided by
subparagraph (a) in connection with any such action which
results in a final judgment on the merits in favor of such
officer or director.
(ii) The Company shall make the indemnification provided by
subparagraph (a) in case of settlement of such action, final
judgment against such director or officer or final judgment
in favor of such director or officer other than on the
merits except in relation to matters as to which he shall be
adjudged to be liable for negligence or misconduct in the
performance of his duty, only if a majority of the directors
of the Company determines that such a director or officer
was acting in good faith within what he was reasonably
entitled to believe under the circumstances was in the best
interest of the Company or its stockholders.
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(c) As used in this paragraph
(i) "Action" means any action, suit or other judicial or
administrative proceeding, or otherwise, including any
appeal or other proceeding for review;
(ii) "Court" includes, without limitation, any court to which or
in which any appeal or any proceeding for review is brought;
(iii)"Final Judgment" means a judgment, decree, or order which
is appealable and as to which the period for appeal has
expired and no appeal has been taken;
(iv) "Settlement" includes the entry of a judgment by consent or
by confession or upon a plea of guilty or of nolo
contendere.
The Company currently maintains a director and officer liability
insurance policy providing for the insurance of directors and officers against
liability incurred in connection with performance of their duties as directors
and officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Charter of the Company, filed as Exhibit 3.1 to Registration Statement
on Form SB-2 (Registration Statement No. 333-93077), dated December
20, 1999, is hereby incorporated by reference.
4.2 Bylaws of the Company filed as Exhibit 3.2 to Registration Statement
on Form SB-2 (Registration Statement No. 333-93077), dated December
20, 1999, is hereby incorporated by reference.
5. Opinion and Consent of Nixon Peabody LLP filed as Exhibit 5.1 to
Registration Statement on Form SB-2 (Registration Statement No.
333-93077), dated December 20, 1999, is hereby incorporated by
reference.
23.1 Consent of Nixon Peabody LLP (see Exhibit 5)
23.2 Consent of Moss Adams LLP
23.3 Consent of Anderson ZurMuehlen & Co., P.C.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made of the securities registered hereby, a
post-effective amendment to this registration statement:
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(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,
represents a fundamental change in the information set
forth in the registration statement. Notwithstanding
the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which is
registered), and any deviation from the low or high end
of the estimated maximum 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 20% 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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3 or 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 Section 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.
(b) 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.
(c) The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the
prospectus is sent or given, the latest annual report to security
holders that is incorporated by reference in the prospectus and
furnished pursuant to, and meeting the requirements of, Rule
14a-3, or Rule 14c-3, under the Securities Exchange Act of 1934;
and where interim financial information required to be presented
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by Article 3 of Regulation S-X are not set forth in the
prospectus, to deliver, or cause to be delivered to, each person
to whom the prospectus is sent or given, the latest quarterly
report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
(d) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company
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.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing of S-8 and has duly caused this registration to
be signed on its behalf by the undersigned, thereunto duly authorized in Helena,
Montana on the 13 day of March, 2000.
EAGLE BANCORP
By: /s/
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Larry A. Dreyer
President and Chief Executive Officer
6
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
Signatures Title Date
---------- ----- ----
/s/ President, Chief Executive March 13, 2000
- ------------------------ Officer and Director
Larry A. Dreyer
/s/ Senior Vice President March 13, 2000
- ------------------------ And Treausrer
Peter J. Johnson
* Chairman March 13, 2000
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Robert L. Pennington
Vice Chairman March 13, 2000
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Charles G. Jacoby
* Director March 13, 2000
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Don O. Campbell
* Director March 13, 2000
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Teresa Hartzog
* Director March 13, 2000
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James Maierle
* Director March 13, 2000
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Thomas P. McCarvel
/s/
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* Larry A. Dreyer, as
attorney-in-fact pursuant
to power of attorney filed
December 20, 1999
Pursuant to the requirements of the Securities Act of 1993, the
Trustees (or other persons who administer the employee benefit plan) duly cause
this Registration Statement to be signed on its behalf by the undersigned
thereunto duly authorized in the City of Helena, State of Montana, on March 13,
2000.
AMERICAN FEDERAL SAVINGS BANK
PROFIT SHARING PLAN & TRUST
By: /s/
-----------------------------
Larry A. Dreyer
Trustee
7
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EXHIBIT INDEX
ITEM 8. EXHIBITS.
4.1 Charter of the Company, filed as Exhibit 3.1 to Registration Statement
on Form SB-2 (Registration Statement No. 333-93077), dated December
20, 1999, is hereby incorporated by reference.
4.2 Bylaws of the Company filed as Exhibit 3.2 to Registration Statement
on Form SB-2 (Registration Statement No. 333-93077), dated December
20, 1999, is hereby incorporated by reference.
5. Opinion and Consent of Nixon Peabody LLP filed as Exhibit 5.1 to
Registration Statement on Form SB-2 (Registration Statement No.
333-93077), dated December 20, 1999, is hereby incorporated by
reference.
23.1 Consent of Nixon Peabody LLP (see Exhibit 5)
23.2 Consent of Moss Adams LLP
23.3 Consent of Anderson ZurMuehlen & Co., P.C.
8
MOSS - ADAMS LLP
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Certified Public Accountants
Exhibit 23.2
CONSENT AND REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement of Eagle Bancorp on Form S-8 of our report dated October 26, 1999, on
the financial statements of American Federal Savings Bank appearing in the
prospectus filed under the Securities Act of 1933 that relates to Registration
Statement No. 333-93077 filed on form SB-2.
/s/ Moss Adams LLP
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Portland, Oregon
March 13, 2000
[ZURMUEHLEN & COMPANY LETTERHEAD]
Exhibit 23.3
Consent Of Independent Public Accountants
We consent to the incorporation by reference in this Registration Statement of
Eagle Bancorp on Form S-8 of our report dated August 13, 1998 on the statement
of financial condition of American Federal Savings Bank appearing in the
prospectus filed under the Securities Act of 1933 that relates to Registration
Statement No. 333-93077 filed on Form SB-2.
/s/ Anderson ZurMuehlen & Co., P.C.
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Helena, Montana
March 10, 2000
