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As filed with the Securities and Exchange Commission on April 2, 1998
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
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(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)
EAGLE BANCSHARES, INC. 1995 EMPLOYEES STOCK INCENTIVE PLAN
(Full title of the plan)
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Copy to:
C. JERE SECHLER, JR. WILLIAM L. FLOYD
CHAIRMAN OF THE BOARD AND PRESIDENT 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
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Per Aggregate Offering Registration Fee (2)
Share (2) Price (2)
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Common Stock, $1.00 par
value per share 280,000 $ 24.625 $ 6,895,000 $ 2,035
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(1) The shares of Common Stock being registered consist of additional shares
of Common Stock that may be acquired pursuant to options or awards that
may be granted in the future pursuant to the Eagle Bancshares, Inc. 1995
Employees Stock Incentive Plan, as amended and restated (the "1995 Plan").
The initial 200,000 shares of Common Stock reserved for issuance under the
1995 Plan were registered under a Registration Statement (Commission File
No. 333-00977) that became effective on February 15, 1996. 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 antidilution provisions of the 1995 Plan become operative.
(2) The offering price for the shares that may be acquired pursuant to options
or awards which may be granted in the future under the 1995 Plan 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 The Nasdaq
National Market consolidated tape on March 31, 1998.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
This Registration Statement relates to the amendment of the 1995 Plan to
increase the number of shares of Common Stock authorized to be issued under the
Plan from 200,000 to 480,000. An earlier Registration Statement filed on Form
S-8 (Commission File No. 333-00977) covering 200,000 shares of Common Stock
issuable under the 1995 Plan is effective. Pursuant to General Instruction E to
Form S-8, the contents of the earlier Registration Statement are incorporated
herein by reference.
ii
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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") 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 Reports on Form 10-Q for the quarters
ended June 30, 1997, September 30, 1997 and December 31, 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 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 8. EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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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).
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II-1
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SIGNATURES
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 April 2, 1998.
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 April 2, 1998.
Signatures Title
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/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
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George G. Thompson
/s/ LuAnn Durden Chief Financial Officer
- ------------------------------ (Principal Financial and
LuAnn Durden Accounting Officer)
II-2
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EXHIBIT INDEX
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Exhibit
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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).
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EXHIBIT 5
OPINION OF LONG ALDRIDGE & NORMAN LLP
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LONG ALDRIDGE & NORMAN LLP
303 Peachtree Street, N.E.
Suite 5300
Atlanta, Georgia 30308
April 2, 1998
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 280,000 shares of Common Stock,
par value $1.00 per share, of the Company (the "Shares"). The Shares represent
an increase in the number of shares of Common Stock of the Company that may be
acquired pursuant to options or awards granted under the Eagle Bancshares, Inc.
1995 Employees Stock Incentive Plan, as amended and restated (the "1995 Plan").
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
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Board of Directors
April 2, 1998
Page 2
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 1995 Plan, the Form of Incentive Stock Option Agreement and
Notice of Exercise therefor relating to the 1995 Plan and the Form of
Nonqualified Stock Option Agreement and Notice of Exercise therefor relating to
the 1995 Plan. 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. We have not independently verified or investigated, 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.
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 1995
Plan and the Incentive Stock Option Agreement, the Nonqualified
Stock Option Agreement or a Restriction Agreement (as defined in
the 1995 Plan), as applicable, against payment in full of the
purchase price therefor set forth in the respective Incentive
Stock Option Agreement or Nonqualified Stock Option Agreement, as
applicable, will be validly issued, fully paid and nonassessable.
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Board of Directors
April 2, 1998
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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
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David M. Calhoun
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EXHIBIT 23.1
CONSENT OF ARTHUR ANDERSEN LLP
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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
April 2, 1998
Atlanta, Georgia
