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As filed with the Securities and Exchange Commission on October 29, 1996
Registration No. 333-
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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 BANCSHARES, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1640222
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4305 LYNBURN DRIVE, TUCKER, GEORGIA 30084-4441
(Address of principal executive offices, including zip code)
TUCKER FEDERAL SAVINGS & LOAN ASSOCIATION
401(K) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
(Full title of the plans)
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Copy to:
C. JERE SECHLER, JR. WILLIAM L. FLOYD
CHAIRMAN LONG, ALDRIDGE & NORMAN, LLP
EAGLE BANCSHARES, INC. ONE PEACHTREE CENTER, SUITE 5300
4305 LYNBURN DRIVE 303 PEACHTREE STREET
TUCKER, GEORGIA 30084-4441 ATLANTA, GEORGIA 30308
(Name and address of agent for service) (404) 527-4000
(770) 908-6690
(Telephone number, including area code,
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee
Share (2) Price (2) (2)
<S> <C> <C> <C> <C>
Common Stock, $1.00 par 216,000 $15.00 $3,240,000 $981.82
value per share
</TABLE>
(1) An undetermined number of additional shares may be issued, or the
shares registered hereunder may be combined into an undetermined
lesser number of shares, if the outstanding shares of the Common Stock
of the Company are increased or decreased by reason of a
recapitalization, reclassification, stock split, combination of shares
or dividend payable in Common Stock of the Company. In addition,
pursuant to Rule 416(c) promulgated under the Securities Act of 1933,
as amended, this Registration Statement also registers an
indeterminate amount of interests to be offered or sold pursuant to
the Tucker Federal Savings & Loan Association 401(k) Savings and
Employee Stock Ownership Plan (the "Plan").
(2) The calculation of the registration fee is based on the anticipated
requirement of the Plan over the next five years. The shares of Common
Stock registered hereby represent the estimated number of shares which
may be purchased with employer and employee contributions or
distributed pursuant to the Plan within the five year period. The
offering prices for such shares which may be acquired in the future
under the Plan are not presently determinable. The offering prices
for such shares is estimated pursuant to Rule 457(c) and (h) solely
for the purpose of calculating the registration fee and is based upon
the average of the high and low sales prices of the Registrant's
Common Stock on October 22, 1996 as quoted in the Nasdaq National
Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by Eagle Bancshares, Inc.
(the "Company" or the "Registrant") or the Tucker Federal Savings and Loan
Association 401(k) Savings and Employee Stock Ownership Plan (the "Plan") with
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby are
incorporated herein by reference as of their respective dates:
(1) The Company's Annual Report on Form 10-K for the year ended
March 31, 1996;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996;
(3) The description of the Company's Common Stock as contained in
the Company's Registration Statement on Form 8-A (Registration
No. 0-14379) as declared effective by the Commission on April
4, 1986; and
(4) The Plan's Annual Report on Form 11-K for the fiscal year
ended March 31, 1996.
In addition, all reports and documents subsequently filed by the
Company or the Plan pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date hereof and 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 to be incorporated by reference herein and made a part hereof from
the date of the filing of such documents.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 14-2-202(b)(4) of the Georgia Business Corporation Code
provides that a corporation's articles of incorporation may include a provision
that eliminates or limits the personal liability of directors for monetary
damages to a corporation or its shareholders for breach of their fiduciary
duties as directors. The Section does not, however, authorize a corporation to
eliminate or limit the liability of a director for appropriating, in violation
of his or her duties, any business opportunity of the corporation, engaging in
intentional misconduct or a knowing violation of law, obtaining an improper
personal benefit, or authorizing a dividend, stock repurchase or redemption,
distribution of assets or other distribution in violation of Section 14-2-640
of the Georgia Business Corporation Code or the articles of incorporation of
the corporation. Section 14-2-202(b)(4) also does not eliminate or limit the
right of a corporation or any shareholder to seek an injunction, a rescission
or any other equitable (non-monetary) relief in the event of a breach of a
director's fiduciary duty. In addition, Section 14-2-202(b)(4) applies only to
claims against a director arising out of his or her role as a director and does
not relieve a director from liability arising from his or her role as an
officer or in any other capacity. Article XVIII of the Company's Articles of
Incorporation eliminates the personal monetary liability of directors of the
Company to the full extent allowed by Section 14-2-202(b)(4).
As permitted by the Georgia Business Corporation Code, the Company's
Articles of Incorporation provide that the Company shall indemnify its
directors and officers for liability incurred by them in connection with any
civil, criminal, administrative or investigative action, suit or proceeding
(other than actions brought as derivative actions by or in the right of a
corporation) in which they may become involved by reason of being a director,
officer, employee or agent of the Company. The Articles also provide such
indemnity for directors and officers who, at the request of the Company, act as
directors, officers, employees or agents of another corporation, partnership,
joint venture, trust, or other enterprise. The Articles permit indemnification
if a director or officer acted in a manner which he or she reasonably believed
to be in or not opposed to the best interest of the Company and, in addition,
in criminal actions, if he or she had no reasonable cause to believe his or her
conduct to be unlawful. If the required standard of conduct is met,
indemnification may include
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judgments, settlements, penalties, fines or reasonable expenses (including
attorney's fees) incurred with respect to a proceeding; provided, however, that
indemnification of a director or officer in connection with a proceeding by or
in the right of the Company is limited to reasonable expenses incurred in
connection with the derivative proceeding; and provided, further, that if a
director or officer is adjudged liable on the basis that a personal benefit was
improperly received, the director or officer will only be entitled to such
indemnification for reasonable expenses as a court finds to be proper in
accordance with the provisions of Section 14-2-854 of the Georgia Business
Corporation Code.
Section 14-2-852 of the Georgia Business Corporation Code provides
that directors and officers who are successful with respect to any claim
against them are entitled to indemnification against reasonable expenses as of
right. On the other hand, if the charges made in any action are sustained, the
determination of whether the required standard of conduct has been met will be
made, in accordance with the provisions of Georgia Business Corporation Code
Section 14-2-855, by either the Board of Directors or a committee thereof,
acting by disinterested members, by special legal counsel or by the
shareholders, but shares owned by or voted under the control of directors
seeking indemnification may not be voted.
ITEM 8. EXHIBITS
Pursuant to the instructions to Item 8 of Form S-8, no opinion of
counsel as to the legality of the securities being registered is required
because the shares are not original issuance securities. Additionally, the
Registrant has submitted the Plan to the Internal Revenue Service (the "IRS")
and has received an affirmative determination letter from the IRS regarding the
qualification of the Plan.
EXHIBIT
NUMBER DESCRIPTION
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Windham Brannon, P.C.
ITEM 9. UNDERTAKINGS
A. RULE 415 OFFERING.
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement 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, as amended (the "Securities Act"), 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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the
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securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
C. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING PERSONS.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the provisions described under Item 6 above, or
otherwise, the Registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities 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
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
THE REGISTRANT.
Pursuant to the requirements of the Securities Act, 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 Tucker, State of Georgia, on October 28, 1996.
EAGLE BANCSHARES, INC.
By: /s/ C. Jere Sechler, Jr.
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C. Jere Sechler, Jr.
Chairman of the Board, President and
Principal Executive Officer
Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of October 28, 1996.
Signatures Title
- ---------- -----
/s/ C. Jere Sechler, Jr. Chairman of the Board and President
- ------------------------------ (Principal Executive Officer)
C. Jere Sechler, Jr.
/s/ Richard B. Inman, Jr. Director, Secretary and Treasurer
- ------------------------------
Richard B. Inman, Jr.
/s/ Walter C. Alford Director
- ------------------------------
Walter C. Alford
/s/ Richard J. Burrell Director
- ------------------------------
Richard J. Burrell
/s/ Weldon A. Nash, Jr. Director
- ------------------------------
Weldon A. Nash, Jr.
/s/ George G. Thompson Director
- ------------------------------
George G. Thompson
/s/ LuAnn Durden Chief Financial Officer
- ------------------------------ (Principal Financial and Accounting Officer)
LuAnn Durden
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THE PLAN.
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tucker, State of Georgia, on October 28, 1996.
TUCKER FEDERAL SAVINGS AND LOAN ASSOCIATION
401(k) SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
By: /s/ Betty Petrides
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Betty Petrides,
Plan Administrator
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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<S> <C>
23(a) Consent of Arthur Andersen LLP.
23(b) Consent of Windham Brannon, P.C.
</TABLE>
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EXHIBIT 23(a)
CONSENT OF ARTHUR ANDERSEN LLP
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EXHIBIT 23(a)
CONSENT OF ARTHUR ANDERSEN LLP
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated May 17, 1996
included or incorporated by reference in Eagle Bancshares, Inc.'s Form 10-K for
the year ended March 31, 1996 and to all references to our Firm included in
this registration statement.
Arthur Andersen LLP
Atlanta, Georgia
October 23, 1996
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EXHIBIT 23(b)
CONSENT OF WINDHAM BRANNON, P.C.
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Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANT
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement of our report dated
September 20, 1996 included or incorporated by reference in the Eagle
Bancshares, Inc. Form 11-K filed with respect to the Tucker Federal Savings
and Loan Association 401(k) Savings and Employee Stock Ownership Plan for the
plan year ended March 31, 1996 and to all references of our firm included in
this Registration Statement.
WINDHAM BRANNON, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
October 24, 1996
