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As filed with the Securities and Exchange Commission on December 13, 2000
Registration No. _________
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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.)
4419 COWAN ROAD, TUCKER, GEORGIA 30084-4441
(Address of principal executive offices, including zip code)
EAGLE BANCSHARES, INC. 1995 EMPLOYEES STOCK INCENTIVE PLAN
AND
EAGLE BANCSHARES, INC. 2000 RESTRICTED STOCK PLAN
(Full title of the plans)
---------------
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
<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
1995 Employees Stock 48,000 $10.500 $504,000 $133.06
Incentive Plan
2000 Restricted Stock
Plan 25,000 $10.500 $262,500 $ 69.30
Total 73,000 $10.500 $766,500 $202.36
</TABLE>
(1) The shares of Common Stock being registered consist of (a) pursuant to
the Eagle Bancshares, Inc. 1995 Employees Stock Incentive Plan, as
amended and restated (the "1995 Plan"), 48,000 additional shares of
Common Stock that may be acquired pursuant to options or awards that
may be granted in the future; and (b) pursuant to the Eagle Bancshares,
Inc. 2000 Restricted Stock Plan (the "RSP"), 25,000 shares of Common
Stock that may be acquired pursuant to awards that may be granted in
the future. The 1995 Plan and the RSP hereinafter are referred to
collectively as the "Plans." The initial 480,000 shares of Common Stock
reserved for issuance under the 1995 Plan were registered under
Registration Statements that became effective on February 15, 1996 and
April 2, 1998 (Commission File Nos. 333-00977 and 333-49267,
respectively). 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 Plans 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 Plans 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 on December 11, 2000.
INCORPORATION BY REFERENCE OF EARLIER REGISTRATION STATEMENT
This Registration Statement relates in part to an amendment of the 1995
Plan to increase the number of shares of Common Stock authorized to be issued
under the Plan from 480,000 to 528,000. Earlier Registration Statements filed on
Form S-8 (Commission File Nos. 333-00977 and 333-49267) covering 480,000 shares
of Common Stock issuable under the 1995 Plan are effective. Pursuant to General
Instruction E to Form S-8, the contents of the earlier Registration Statements
are incorporated herein by reference.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in the instructions
to Part I of the Registration Statement on Form S-8 will be sent or given to
participants in the Plan as required by Rule 428(b)(1) of the rules promulgated
under the Securities Act of 1933, as amended. As permitted by the instructions
to Part I of the Registration Statement on Form S-8, such documents are not
filed with this Registration Statement.
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, 2000;
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended June 30, 2000 and September 30, 2000; 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 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 our 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).
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As permitted by the Georgia Business Corporation Code, our Articles of
Incorporation provide for the indemnification of both 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 their capacities as director and officers. The
Articles also provide such indemnity for directors and officers who, at our
request, 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 our best interests 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, 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
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<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:
(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, represent a fundamental
change in the information set forth in the registration
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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 was
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 Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent
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
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. INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE
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 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. ACCELERATION OF EFFECTIVENESS.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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
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 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
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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.
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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 December 13, 2000.
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 December 13, 2000.
<TABLE>
<CAPTION>
Signatures Title
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<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.
------------------------------------ Director
George G. Thompson
------------------------------------ Director
William F. Waldrop
/s/ LUANN DURDEN Chief Financial Officer
------------------------------------ (Principal Financial and Accounting
LuAnn Durden Officer)
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
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<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>
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