<PAGE> 1
As filed with the Securities and Exchange Commission on September 25, 1997
Registration No. ______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
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)
NONSTATUTORY STOCK WARRANTS AND OPTIONS AND WARRANT AND OPTION
AGREEMENTS OF EAGLE BANCSHARES, INC. AND SOUTHERN CRESCENT FINANCIAL CORP
(Full title of the plans)
---------------
Copy to:
C. JERE SECHLER, JR. WILLIAM L. FLOYD
CHAIRMAN DAVID M. CALHOUN
EAGLE BANCSHARES, INC. LONG ALDRIDGE & NORMAN LLP
4305 LYNBURN DRIVE ONE PEACHTREE CENTER, SUITE 5300
TUCKER, GEORGIA 30084-4441 303 PEACHTREE STREET
(Name and address of agent for service) ATLANTA, GEORGIA 30308
(404) 527-4000
(770) 908-6690
(Telephone number, including area code,
of agent for service)
<PAGE> 2
CALCULATION OF REGISTRATION FEE(1)
<TABLE>
<CAPTION>
======================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Amount of
to be Registered Registered(1) Offering Price Per Maximum Registration Fee(2)
Share(2) Aggregate
Offering Price(2)
======================================================================================================================
<S> <C> <C> <C> <C>
Common Stock, $1.00
par value per share 185,931 $12.48 $2,321,042 $703.35
- ----------------------------------------------------------------------------------------------------------------------
</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
Registrant are increased or decreased by reason of a recapitalization,
reclassification, stock split, combination of shares or dividend
payable in Common Stock of the Registrant. The Registrant assumed all
options and warrants to issue common stock of Southern Crescent
Financial Corp ("SCFC") pursuant to an Agreement and Plan of Merger
dated as of August 13, 1996. Such options and warrants are held by 15
officers, directors, employees or former employees of SCFC. The
Registrant acquired SCFC by merger on March 26, 1997.
(2) The registration fee has been calculated pursuant to Rule 457(h)(1).
The exercise price varies from $7.45 per share to $17.75 per share with
$2,321,042.14 as the total price for all shares.
ii
<PAGE> 3
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") 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, 1997;
(2) The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997; and
(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.
In addition, all reports and documents subsequently filed by the
Company 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 liability of directors for monetary damages to a
corporation or its shareholders for any action taken, or any failure to take any
action, as directors other than certain exceptions, as follows. The Section does
not 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,
partners, trustees, employees or agents of another corporation, partnership,
joint venture, trust, employee benefit plan or other entity. 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 judgments, settlements,
II-1
<PAGE> 4
penalties, fines or reasonable expenses (including attorneys' 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.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Long Aldridge & Norman LLP (included in Exhibit 5)
</TABLE>
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 securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-2
<PAGE> 5
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.
II-3
<PAGE> 6
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 September 24, 1997.
EAGLE BANCSHARES, INC.
By: /s/ C. Jere Sechler, Jr.
----------------------------------------
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 September 24, 1997.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/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
</TABLE>
II-4
<PAGE> 7
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
5 Opinion of Long Aldridge & Norman LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Long Aldridge & Norman LLP (included in Exhibit 5)
</TABLE>
<PAGE> 1
EXHIBIT 5
September 25, 1997
Board of Directors
Eagle Bancshares, Inc.
4305 Lynburn Drive
Tucker, Georgia 30084-4441
Re: Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Eagle Bancshares, Inc., a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") and the
filing thereof with the Securities and Exchange Commission (the "Commission").
Pursuant to the Registration Statement, the Company intends to register under
the Securities Act of 1933, as amended, a total of 185,931 shares of Common
Stock, par value $1.00 per share, of the Company (the "Shares"). The Shares
include (i) an aggregate of 96,000 shares of Common Stock that are issuable
upon the exercise of nonqualified options to purchase Company Common Stock
granted by the Company to C. Jere Sechler, Jr., Richard B. Inman, Betty
Petrides, LuAnn Durden and William J. Kelley (the "Company Employee Options")
and (ii) an aggregate of 79,931 shares of Company Common Stock that are
issuable upon exercise of outstanding options and warrants (the "SCFC Options")
originally granted by Southern Crescent Financial Corp ("SCFC") to the holders
thereof. At the time SCFC granted the SCFC Options, the holders of the SCFC
Options served as organizers, directors and/or employees of SCFC and/or its
wholly-owned subsidiary, Southern Crescent Bank. On March 26, 1997, SCFC
merged (the "Merger") with and into the Company, with the Company as the
surviving entity, in accordance with an Agreement and Plan of Merger dated as
of August 13, 1996 (the "Merger Agreement"). In connection with the Merger,
and pursuant to the Merger Agreement and the warrant and option agreements
governing the terms of the respective SCFC Options, at the effective time of
the Merger, the SCFC Options were converted into and became warrants or options
to purchase Company Common Stock. Pursuant to the Merger Agreement, the number
of shares of Company Common Stock issuable upon exercise, and the purchase
price per share, of the SCFC Options are based upon the exchange ratio of 1.162
shares of Eagle Common Stock for each share of SCFC Common Stock in the Merger.
<PAGE> 2
Eagle Bancshares, Inc.
September 25, 1997
Page 2
The opinion hereinafter set forth is given at the request of the
Company pursuant to Item 8 of Form S-8 and Item 601(b)(5) of Regulation S-K.
The only opinion rendered by this firm consists of the matters set forth in
numbered paragraph (1) below (our "Opinion"), and no opinion is implied or to
be inferred beyond such matters. Additionally, our Opinion is based upon and
subject to the qualifications, limitations and exceptions set forth in this
letter.
Our Opinion is furnished for the benefit of the Company solely with
regard to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied
upon, used, quoted or referred to by or filed with any other person or entity
without our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
record of corporate proceedings, the respective option or warrant agreements
governing the terms of the Company Employee Options and the SCFC Options, the
Southern Crescent Financial Corp 1995 Directors Stock Incentive Plan (the "SCFC
Plan") and the Merger Agreement. In making all of our examinations, we assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, the conformity to the original documents of all documents
submitted to us as copies, and the due execution and delivery of all documents
by any persons or entities other than the Company where due execution and
delivery by such persons or entities is a prerequisite to the effectiveness of
such documents.
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of
the Company and a certificate of a public official. We have not independently
verified or investigate, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
Members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. We do not herein express
any opinion concerning any matter respecting or affected by any laws of any
other state. The Opinion hereinafter set forth is based upon pertinent laws
and facts in existence as of the date hereof, and we expressly disclaim any
obligation to advise you of changes to such pertinent laws or facts that
hereafter may come to our attention.
<PAGE> 3
Eagle Bancshares, Inc.
September 25, 1997
Page 3
Based upon and subject to the foregoing, we are of the following opinion:
(1) the Shares, when issued in accordance with the terms of the respective
warrant or option agreement, the SCFC Plan and the Merger Agreement, as
applicable, against payment in full of the purchase price therefor set
forth in the respective warrant or option agreement and, in the case of
the SCFC Options, as adjusted pursuant to the Merger Agreement, will be
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ David M. Calhoun
-----------------------------
David M. Calhoun
<PAGE> 1
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 30, 1997
included in Eagle Bancshares, Inc.'s 1997 annual report to shareholders and
incorporated by reference in Eagle Bancshares, Inc.'s Form 10-K for the year
ended March 31, 1997 and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
September 25, 1997
Atlanta, Georgia
